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.
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67 KiB
Plaintext
1970 lines
67 KiB
Plaintext
--- page 1 ---
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– 1 –
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Hong Kong
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Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility
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for the contents of this announcement, make no representation as to its accuracy or completeness and expressly
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disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part
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of the contents of this announcement.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United
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States (including its territories and possessions, any state of the United States and the District of Columbia).
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This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for
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securities in the United States or in any other jurisdictions. The securities mentioned herein have not been, and
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will not be, registered under the United States Securities Act of 1933 as amended from time to time (the “ U.S.
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Securities Act ”) or securities law of any state or other jurisdiction of the United States. The securities may not
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be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from
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the registration requirements of the U. S. Securities Act and in compliance with any applicable state securities
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laws, or (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act
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pursuant to an exemption from registration under the U.S. Securities Act and (2) outside the United States unless
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in compliance with Regulation S under the U.S. Securities Act. There will be no public offer of securities in the
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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 Friday, June 13, 2025 (the “ Prospectus ”) issued by Zhejiang Sanhua Intelligent Controls Co.,
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Ltd. (
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ʮ̡ ) (the “ Company ”) for detailed information about the Global Offering
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described below before deciding whether or not to invest in the H Shares thereby being offered. Any investment
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decision in relation to the Offer Shares should be taken solely in reliance on the information in the Prospectus.
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The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as
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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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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited,
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as stabilizing manager (the “ Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of
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the Underwriters, the extent permitted by the applicable laws and regulatory requirements of Hong Kong or
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elsewhere, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of
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the H Shares at such price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any
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person acting for it may determine and at a level higher than that which might otherwise prevail for a limited
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period after the Listing Date. However, there is no obligation on the Stabilizing Manager (or its affiliates or any
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person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted
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at the absolute discretion of the Stabilization Manager (or its affiliates or any person acting for it) and in what
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the Stabilizing Manager reasonably regards as the best interest of our Company, (b) may be discontinued at any
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time and (c) is required to be brought to an end within 30 days of the last day for lodging applications under the
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Hong Kong Public Offering (which is Friday, July 18, 2025). Such stabilizing action, if taken, may be effected in
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all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and
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regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the
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Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws
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of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares
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for longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the
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30th day after the last day for lodging applications under the Hong Kong Public Offering (which is Friday,
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July 18, 2025). After this date, when no further stabilizing action may be taken, demand for the H Shares, and
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therefore the price of the H Shares, could fall.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on
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behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong
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Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section
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headed “Underwriting – Underwriting Arrangements – Hong Kong Public Offering – Grounds for Termination”
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in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently
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expected to be on Monday, June 23, 2025).
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--- page 2 ---
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– 2 –
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Zhejiang Sanhua Intelligent Controls Co., Ltd.
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ʮ̡
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(A joint stock company incorporated in the People’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 414,379,500 H Shares (taking into
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account the full exercise of the
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Offer-Size Adjustment Option and
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subject to the Over-allotment Option)
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Number of Hong Kong Offer Shares : 109,810,600 H Shares (taking into
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account the full exercise of the
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Offer Size Adjustment Option and
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as adjusted after reallocation)
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Number of International Offer Shares : 304,568,900 H Shares (taking into
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account the full exercise of the
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Offer Size Adjustment Option,
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as adjusted after reallocation and
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subject to the Over-allotment Option)
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Final Offer Price : HK$22.53 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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Hong Kong Stock Exchange trading fee of
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0.00565% and AFRC transaction levy of
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0.00015% (payable in full on application
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in Hong Kong dollars and subject to
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refund)
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Nominal value : RMB1.00 per H Share
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Stock Code : 2050
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers (in alphabetical order)
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--- page 3 ---
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1
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ZHEJIANG SANHUA INTELLIGENT CONTROLS CO., LTD. /
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浙江三花智能控制股份有限公司
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Warning: In view of high concentration of shareholding in a small number of
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Shareholders, Shareholders and prospective investors should be aware that the price
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of the H Shares could move substantially even with a small number of H Shares traded
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and should exercise extreme caution when dealing in the H Shares.
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SUMMARY
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Company Information
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Stock Code 2050
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Stock Short Name SANHUA
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Dealings commencement date June 23, 2025*
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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$22.53
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Offer Price Range HK$21.21 – HK$22.53
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Offer Price Adjustment exercised N/A
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Offer Shares and Share Capital
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Number of Offer Shares 414,379,500
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Number of Offer Shares in Hong Kong
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Public Offering (after taking into
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account the full exercise of the Offer Size
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Adjustment Option and reallocation)
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109,810,600
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Number of Offer Shares in International
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Offering (after taking into account the
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full exercise of the Offer Size Adjustment
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Option and reallocation)
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304,568,900
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Number of issued Shares upon Listing
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(before exercise of the Over- allotment
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Option) (Note)
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4,146,769,035
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The number of Offer Shares above is determined after taking into account the additional
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Offer Shares issued under the following Offer Size Adjustment Option.
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Note: The number of issued Shares includes 2,707,721 A Shares being held as treasury
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Shares repurchased by the Company pursuant to the repurchase mandates approved by
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Shareholders.
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued 54,049,500
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--- page 4 ---
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2
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under the option
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- Hong Kong Public Offering 14,323,100
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- International Offering 39,726,400
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The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company
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is issuing and allotting 54,049,500 additional Offer Shares, representing approximately
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15.00% of the total number of Offer Shares initially available under the Global Offering, at
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the final Offer Price.
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Over-allocation
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No. of Offer Shares over-allocated 62,156,900
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through
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deferred delivery or a combination of these means. In the event the Over-allotment Option
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is exercised, an announcement will be made on the Stock Exchange’ s website.
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Proceeds
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Gross proceeds (Note) HK$9,336 million
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Less: Estimated listing expenses
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payable based on Final Offer
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Price
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HK$159 million
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Net Proceeds HK$9,177 million
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Note: Gross proceeds refers to the amount which the Company is entitled to receive. For
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details of the use of proceeds, please refer to the section headed “Future Plans and Use of
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Proceeds” of the Prospectus. The Company will adjust the allocation of the net proceeds
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from the exercise of the Offer Size Adjustment Option and the Over-allotment Option (if any)
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for the purposes as set out in the section headed “Future Plans and Use of Proceeds” of the
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Prospectus on a pro rata basis. During the Track Record Period, the listing expenses of
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RMB1.3 million has been charged to the consolidated statements of profit or loss of the
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Company, therefore the actual net proceeds received by the Company will be HK$9,178
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million.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 334,840
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No. of successful applications 215,361
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Subscription level (before taking into account the Offer Size
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Adjustment Option and reallocation)
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747.92 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Hong Kong Public
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Offering
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25,223,100
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--- page 5 ---
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3
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Final no. of Offer Shares under the Hong Kong Public Offering (after
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taking into account the full exercise of the Offer Size Adjustment
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Option)
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109,810,600
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% of Offer Shares under the Hong Kong Public Offering to the Global
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Offering (after taking into account the full exercise of the Offer Size
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Adjustment Option)
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26.50%
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Note: For details of the final allocation of H Shares to the Hong Kong Public Offering,
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investors can refer to www.eipo.com.hk/eIPOAllotment to perform a search by identification
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number or www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 256
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Subscription Level (before taking into account the Offer Size
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Adjustment Option and reallocation)
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23.57 times
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No. of Offer Shares initially available under the International Offering 335,106,900
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Final no. of Offer Shares under the International Offering (after taking
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into account the full exercise of the Offer Size Adjustment Option)
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304,568,900
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% of Offer Shares under the International Offering to the Global
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Offering (after taking into account the full exercise of the Offer Size
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Adjustment Option)
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73.50%
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The Directors confirm that, to the best of their knowledge, information and belief, save for (a)
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a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under
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paragraph 5(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines”) granted by the
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Stock Exchange to permit H Shares in the International Offering to be placed to certain
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Existing Minority Shareholders and/or their close associates, and (b) a consent under Chapter
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4.15 of the Guide for New Listing Applicants to permit the Company to, among other things,
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allocate further H Shares in the International Offering to certain existing Shareholders and/or
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their close associates and Cornerstone Investors, (i) none of the Offer Shares subscribed by
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the placees and the public have been financed directly or indirectly by the Company, any of the
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Directors, Supervisors, chief executive, Controlling Shareholders, substantial Shareholders,
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existing Shareholders of the Company or any of its subsidiaries or their respective close
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associates; and (ii) none of the placees and the public who have purchased the Offer Shares
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are accustomed to taking instructions from the Company, any of the Directors, Supervisors,
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chief executive, Controlling Shareholders, substantial Shareholders, existing Shareholders of
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the Company or any of its subsidiaries or their respective close associates in relation to the
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acquisition, disposal, voting or other disposition of H Shares registered in his/her/its name or
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otherwise held by him/her/it.
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The placees in the International Offering include the following:
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--- page 6 ---
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4
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Cornerstone Investors
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Investor
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No. of
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Offer
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Shares
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allocated
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% of total issued H
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Shares after the
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Global Offering
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(after taking into
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account the full
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exercise of the
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Offer Size
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Adjustment Option
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and assuming the
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Over-allotment
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Option is not
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exercised)
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% of total issued
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share capital after
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the Global Offering
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(after taking into
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account the full
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exercise of the Offer
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Size Adjustment
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Option and
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assuming the Over-
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allotment Option is
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not exercised)
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Existing
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shareholders
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or their close
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associates
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Schroder
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Investment
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Management
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Limited,
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Schroder
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Investment
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Management
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(Singapore)
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Ltd and
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Schroder
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Investment
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Management
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(Hong Kong)
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Limited
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(“Schroders”)49,443,600 11.93% 1.19% Yes
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GIC Private
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Limited
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(“GIC”) 31,337,400 7.56% 0.76% Yes
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Greenwoods
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Asset
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Management
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Hong Kong
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Limited (“HK
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Greenwoods”)6,963,800 1.68% 0.17% No
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Shanghai
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Greenwoods
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Asset
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Management
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Co., Ltd (上海
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景林資產管理 6,963,800 1.68% 0.17% No
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--- page 7 ---
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5
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有限公司)
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(“Shanghai
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Greenwoods”)
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and Huatai
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Capital
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Investment
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Limited
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(“HTCI”) (in
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connection
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with
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Greenwoods
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OTC Swaps
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(as defined in
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the
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Prospectus))
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Green Better
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Limited
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(“Green
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Better”) 10,445,800 2.52% 0.25% No
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Verition Multi-
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Strategy
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Master Fund
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Ltd.
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(“Verition”) 10,445,800 2.52% 0.25% No
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Eastern Bell
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Capital VIII
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Investment
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Limited
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(“Eastern Bell
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Capital VIII”)10,445,800 2.52% 0.25% No
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Mirae Asset
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Securities Co.,
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Ltd (“Mirae
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Securities”) 6,963,800 1.68% 0.17% No
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ICBC Wealth
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Management
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Co., Ltd.
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(“ICBC
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Wealth”) 6,963,800 1.68% 0.17% No
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PSBC Wealth
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Management
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Co., Ltd.
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(“PSBC
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Wealth”) 6,963,800 1.68% 0.17% No
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--- page 8 ---
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6
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(through
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GF SecuritiesA
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sset Manageme
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nt (Guangdong)
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Co., Ltd (“GF
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Securities
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AM”) as the
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qualified
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domestic
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institutional
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investor)
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Taikang Life
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Insurance Co.,
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Ltd (“Taikang
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Life”) 6,963,800 1.68% 0.17% No
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Mega Prime
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Development
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Limited
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(“Mega
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Prime”) 6,963,800 1.68% 0.17% Yes
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Wind Sabre
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Fund SPC on
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behalf of Wind
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Sabre
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Opportunities
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Fund SP
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(“Wind
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Sabre”) 6,963,800 1.68% 0.17% No
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Martis Fund,
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L.P . (“Martis
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Fund”) 6,963,800 1.68% 0.17% No
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Morgan Stanley
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& Co.
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International
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plc (“MSIP”)6,963,800 1.68% 0.17% Yes
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Jane Street Asia
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Trading
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Limited (“Jane
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Street”) 6,963,800 1.68% 0.17% Yes
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3W Fund
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Management
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Limited (“3W
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Fund”) 6,963,800 1.68% 0.17% No
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Total 195,684,000 47.22% 4.72%
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--- page 9 ---
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7
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Notes:
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(1) The number of H Shares immediately after the Global Offering is the same as the number of Offer
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Shares to be issued under the Global Offering.
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(2) In addition to the Offer Shares subscribed for as Cornerstone Investors, Schroders, GIC, ICBC
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Wealth, MSIP , Jane Street, V erition, Mirae Securities, PSBC Wealth, Taikang , HK Greenwoods,
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Shanghai Greenwoods, Wind Sabre, Martis Fund, 3W Fund and/or their respective close associates,
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where applicable, were allocated further Offer Shares as placees in the International Offering. Please
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refer to the section headed “Allotment Results Details – International Offering – Allotees with
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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
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section headed “Lock-up Undertakings – Cornerstone Investors” in this announcement.
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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
|
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Share
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s
|
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alloca
|
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ted
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% of
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total
|
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issued H
|
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Shares
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after the
|
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Global
|
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Offering
|
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Note 4
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% of
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total
|
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issued
|
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share
|
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capital
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after the
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Global
|
||
Offering
|
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Note 5 Relationship
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Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and
|
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consent under paragraph 5(2) of the Placing Guidelines in relation to subscription for H
|
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Shares by Existing Minority Shareholders holding more than 1% of the issued share
|
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capital of the Company immediately prior to the completion of the Global Offering and/or
|
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their close associates Note 1
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Nil Note 1 Nil Nil Nil Nil
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Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in
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relation to allocations of further H Shares to the existing Shareholders and/or their close
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associates and Cornerstone Investors Note 2
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SchroderInvestmentManagem
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ent (Singapore) Ltd
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10,44
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5,800 2.52% 0.25%
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Same entity as Cornerstone
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Investor
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GIC Private Limited
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6,963,
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800 1.68% 0.17%
|
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Same entity as Cornerstone
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Investor
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ICBC Asset Management(Glo
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||
bal) CompanyLimited
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348,0
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00 0.08% 0.01%
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ICBC Asset Management(
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Global)CompanyLimited
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is a close associate of ICBC
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Wealth, a Cornerstone
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Investor
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--- page 10 ---
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8
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Invesco Hong Kong Limited
|
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1,045,
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000 0.25% 0.03%
|
||
Invesco Hong Kong
|
||
Limited is a close associate
|
||
of Invesco Great Wall
|
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QDII, through which ICBC
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Wealth makes its
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cornerstone investment
|
||
Morgan Stanley & Co.
|
||
International plc
|
||
348,0
|
||
00 0.08% 0.01%
|
||
Same entity as Cornerstone
|
||
Investor.
|
||
Jane StreetFinancialLimited
|
||
348,0
|
||
00 0.08% 0.01%
|
||
Jane StreetFinancialLimite
|
||
d is a close associate of
|
||
Jane Street, a Cornerstone
|
||
Investor
|
||
V eritionMulti-
|
||
StrategyMasterFund Ltd.
|
||
348,0
|
||
00 0.08% 0.01%
|
||
Same entity as Cornerstone
|
||
Investor
|
||
Mirae Asset Securities Co., Ltd.
|
||
348,0
|
||
00 0.08% 0.01%
|
||
Same entity as Cornerstone
|
||
Investor.
|
||
Mirae Asset Global
|
||
Investments (Hong Kong) Ltd
|
||
70,00
|
||
0 0.02% 0.002%
|
||
Mirae Asset Global
|
||
Investments (Hong Kong)
|
||
Ltd is a close associate of
|
||
Mirae Securities, a
|
||
Cornerstone Investor
|
||
Mirae Asset Securities (HK)
|
||
Limited
|
||
35,00
|
||
0 0.01% 0.001%
|
||
Mirae Asset Securities
|
||
(HK) Limited is a close
|
||
associate of Mirae
|
||
Securities, a Cornerstone
|
||
Investor
|
||
PSBC Wealth (through GF
|
||
Securities AM as the qualified
|
||
domestic institutional investor)
|
||
348,0
|
||
00 0.08% 0.01%
|
||
Same entity as Cornerstone
|
||
Investor
|
||
TaikangLife InsuranceCo., Lt
|
||
d
|
||
348,0
|
||
00 0.08% 0.01%
|
||
Same entity as Cornerstone
|
||
Investor
|
||
Greenwoods Asset
|
||
Management Limited
|
||
984,7
|
||
00 0.24% 0.02%
|
||
Greenwoods Asset
|
||
Management Limited is a
|
||
close associate of Hong
|
||
Kong Greenwoods and
|
||
Shanghai Greenwoods,
|
||
each a Cornerstone Investor
|
||
HTCI (in connection with
|
||
Greenwoods OTC Swaps)
|
||
1,105,
|
||
300 0.27% 0.03%
|
||
Same entity as Cornerstone
|
||
Investor
|
||
Wind Sabre Capital Limited
|
||
348,0
|
||
00 0.08% 0.01%
|
||
Wind Sabre Capital
|
||
Limited is a close associate
|
||
of Wind Sabre, a
|
||
Cornerstone Investor
|
||
Martis Fund, L.P . 348,0 0.08% 0.01% Same entity as Cornerstone
|
||
|
||
|
||
--- page 11 ---
|
||
9
|
||
00 Investor
|
||
3W Fund Management Limited
|
||
348,0
|
||
00 0.08% 0.01%
|
||
Same entity as Cornerstone
|
||
Investor
|
||
Allotees with consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15
|
||
of the Guide for New Listing Applicants in relation to allocations to connected clients Note
|
||
3
|
||
E Fund Management Co.,
|
||
Ltd. (“E Fund”) and E Fund
|
||
Management (Hong Kong)
|
||
Co., Limited (“E Fund Hong
|
||
Kong”)
|
||
1,045,
|
||
000 0.25% 0.03% Connected client
|
||
HTCI (in connection with
|
||
Greenwoods OTC Swaps)
|
||
6,963,
|
||
800 1.68% 0.17%
|
||
Connected client as a
|
||
Cornerstone Investor
|
||
1,105,
|
||
300 0.27% 0.03%
|
||
Connected client as a
|
||
placee
|
||
HTCI
|
||
575,0
|
||
00 0.14% 0.01% Connected client
|
||
CSOP Asset Management
|
||
Limited (“CSOP AM”) and
|
||
CSOP Asset Management Pte.
|
||
Ltd. (“CSOP SG”)
|
||
313,0
|
||
00 0.08% 0.01%
|
||
Connected client
|
||
731,0
|
||
00 0.18% 0.02%
|
||
PSBC Wealth (through GF
|
||
Securities AM as the qualified
|
||
domestic institutional investor)
|
||
6,963,
|
||
800 1.68% 0.17%
|
||
Connected client as a
|
||
Cornerstone Investor
|
||
348,0
|
||
00 0.08% 0.01%
|
||
Connected client as a
|
||
placee
|
||
V alue Partners Hong Kong
|
||
Limited (“VP”)
|
||
175,0
|
||
00 0.04% 0.004% Connected client
|
||
CICC Financial Trading
|
||
Limited (“CICCFT”)
|
||
874,0
|
||
00 0.21% 0.02% Connected client
|
||
CITIC Securities International
|
||
Capital Management Limited
|
||
(“CSI”)
|
||
4,361,
|
||
700 1.05% 0.11% Connected client
|
||
CITIC Securities Asset
|
||
Management (HK) Limited
|
||
(“CSAM”)
|
||
69,50
|
||
0 0.02% 0.002% Connected client
|
||
Notes:
|
||
1. Among the Cornerstone Investors, Schroders, GIC, MSIP , Jane Street and Mega Prime 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 5(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 and Exemptions – Allocation of H Shares to Existing Minority Shareholders and Their Close
|
||
|
||
|
||
--- page 12 ---
|
||
10
|
||
Associates” of the Prospectus for details.
|
||
To the best knowledge, information and belief of the Company after due enquiry, details of the allocations
|
||
to the Existing Minority Shareholders holding more than 1% of the issued share capital of the Company
|
||
immediately prior to the completion of the Global Offering have been disclosed 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. For
|
||
details of the consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations
|
||
of further H Shares to the existing Shareholders and/or their close associates and Cornerstone investors,
|
||
please refer to the section headed “Others/Additional Information – Allocations of Offer Shares to the
|
||
existing Shareholders and/or their close associates and Cornerstone investors with a consent under
|
||
Chapter 4.15 of the Guide for New Listing Applicants” in this announcement.
|
||
3. For details of the consent under paragraph 5(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
|
||
“Allottees with waivers/consents obtained – International Offering – allotees with consent under
|
||
paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in
|
||
relation to allocations to connected clients” of this announcement.
|
||
4. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares
|
||
to be issued under the Global Offering. The figures take into account the full exercise of the Offer Size
|
||
Adjustment Option and assume the Over-allotment Option is not exercised.
|
||
5. Not taking into account any A Shares held by the relevant investors. The figures take into account the full
|
||
exercise of the Offer Size Adjustment Option and assume the Over-allotment Option is not exercised. The
|
||
calculation of the percentage also includes 2,707,721 A Shares being held as treasury Shares repurchased
|
||
by the Company pursuant to the repurchase mandates approved by Shareholders.
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 2
|
||
|
||
|
||
--- page 13 ---
|
||
11
|
||
(after taking
|
||
into account
|
||
the full
|
||
exercise of
|
||
the Offer
|
||
Size
|
||
Adjustment
|
||
Option and
|
||
assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised) Note
|
||
1
|
||
(after taking
|
||
into account
|
||
the full
|
||
exercise of
|
||
the Offer
|
||
Size
|
||
Adjustment
|
||
Option and
|
||
assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Zhang Y abo 39,024,200 - 0.94%
|
||
December
|
||
22, 2025
|
||
(First Six-
|
||
Month
|
||
Period)Note 3
|
||
June 22,
|
||
2026
|
||
(Second Six-
|
||
Month
|
||
Period)Note 4
|
||
SanhuaHolding
|
||
(as defined in the
|
||
Prospectus) 948,487,077 - 22.87%
|
||
December
|
||
22, 2025
|
||
(First Six-
|
||
Month
|
||
Period)Note 3
|
||
June 22,
|
||
2026
|
||
(Second Six-
|
||
Month
|
||
Period)Note 4
|
||
Sanhua Green
|
||
Energy (as defined
|
||
in the Prospectus) 677,851,480 - 16.35%
|
||
December
|
||
22, 2025
|
||
(First Six-
|
||
Month
|
||
Period)Note 3
|
||
June 22,
|
||
2026
|
||
(Second Six-
|
||
Month
|
||
Period)Note 4
|
||
Notes:
|
||
|
||
|
||
--- page 14 ---
|
||
12
|
||
1. The number of H Shares immediately after the Global Offering is the same as the number
|
||
of Offer Shares to be issued under the Global Offering. The figures take into account the
|
||
full exercise of the Offer Size Adjustment Option and assuming the Over- allotment
|
||
Option is not exercised.
|
||
2. In accordance with the relevant Listing Rule/guidance materials, the required lock- up
|
||
for the first six month period on December 22, 2025 and for the second six-month period,
|
||
on June 22, 2026.
|
||
3. The Controlling Shareholders may dispose of or transfer Shares after the indicated date
|
||
subject to that the Controlling Shareholders will not cease to be a Controlling
|
||
Shareholder.
|
||
4. The Controlling Shareholders will cease to be prohibited from disposing of or
|
||
transferring Shares after the indicated date.
|
||
Cornerstone Investors
|
||
Name
|
||
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
|
||
(after taking
|
||
into account
|
||
the full
|
||
exercise of
|
||
the Offer
|
||
Size
|
||
Adjustment
|
||
Option and
|
||
assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)Note 1
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
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
|
||
Schroders 49,443,600 11.93% 1.19%
|
||
December
|
||
22, 2025
|
||
GIC 31,337,400 7.56% 0.76%
|
||
December
|
||
22, 2025
|
||
|
||
|
||
--- page 15 ---
|
||
13
|
||
HK Greenwoods 6,963,800 1.68% 0.17%
|
||
December
|
||
22, 2025
|
||
Shanghai
|
||
Greenwoods and
|
||
HTCI (in
|
||
connection with
|
||
Greenwoods OTC
|
||
Swaps) 6,963,800 1.68% 0.17%
|
||
December
|
||
22, 2025
|
||
Green Better 10,445,800 2.52% 0.25%
|
||
December
|
||
22, 2025
|
||
Verition 10,445,800 2.52% 0.25%
|
||
December
|
||
22, 2025
|
||
Eastern Bell
|
||
Capital VIII 10,445,800 2.52% 0.25%
|
||
December
|
||
22, 2025
|
||
Mirae Securities 6,963,800 1.68% 0.17%
|
||
December
|
||
22, 2025
|
||
ICBC Wealth 6,963,800 1.68% 0.17%
|
||
December
|
||
22, 2025
|
||
PSBC Wealth 6,963,800 1.68% 0.17%
|
||
December
|
||
22, 2025
|
||
Taikang Life 6,963,800 1.68% 0.17%
|
||
December
|
||
22, 2025
|
||
Mega Prime 6,963,800 1.68% 0.17%
|
||
December
|
||
22, 2025
|
||
Wind Sabre 6,963,800 1.68% 0.17%
|
||
December
|
||
22, 2025
|
||
Martis Fund 6,963,800 1.68% 0.17%
|
||
December
|
||
22, 2025
|
||
MSIP 6,963,800 1.68% 0.17%
|
||
December
|
||
22, 2025
|
||
Jane Street 6,963,800 1.68% 0.17%
|
||
December
|
||
22, 2025
|
||
3W Fund 6,963,800 1.68% 0.17%
|
||
December
|
||
22, 2025
|
||
Notes:
|
||
1. The number of H Shares immediately after the Global Offering is the same as the number
|
||
of Offer Shares to be issued under the Global Offering.
|
||
2. In accordance with the relevant cornerstone investment agreements, the required lock-
|
||
up ends on December 22, 2025. The Cornerstone Investors will cease to be prohibited
|
||
from disposing of or transferring H Shares subscribed for pursuant to the relevant
|
||
cornerstone investment agreements after the indicated date.
|
||
|
||
|
||
--- page 16 ---
|
||
14
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are
|
||
issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued H
|
||
share
|
||
capital
|
||
upon
|
||
Listing
|
||
(assuming
|
||
no
|
||
exercise of
|
||
the Over
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued H
|
||
share
|
||
capital
|
||
upon
|
||
Listing
|
||
(assuming
|
||
the Over
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H 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
|
||
H Shares
|
||
are
|
||
issued)
|
||
Top 1 59,889,400 19.66% 16.33% 14.45% 12.57% 59,889,400 14.45% 12.57% 1.44% 1.42%
|
||
Top 5 135,447,800 44.47% 36.93% 32.69% 28.42% 135,447,800 32.69% 28.42% 3.27% 3.22%
|
||
Top 10 178,574,700 58.63% 48.69% 43.09% 37.47% 178,574,700 43.09% 37.47% 4.31% 4.24%
|
||
Top 25 262,139,100 86.07% 71.48% 63.26% 55.01% 262,139,100 63.26% 55.01% 6.32% 6.23%
|
||
Note
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
|
||
|
||
--- page 17 ---
|
||
15
|
||
H
|
||
Shareholder
|
||
s *
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
Internationa
|
||
l Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
Internationa
|
||
l Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Allotmen
|
||
t as % of
|
||
total
|
||
Offer
|
||
Shares
|
||
(assumin
|
||
g no
|
||
exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total
|
||
Offer
|
||
Shares
|
||
(assumin
|
||
g the
|
||
Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are
|
||
issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued H
|
||
share
|
||
capital
|
||
upon
|
||
Listing
|
||
(assumin
|
||
g no
|
||
exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued H
|
||
share
|
||
capital
|
||
upon
|
||
Listing
|
||
(assumin
|
||
g the
|
||
Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are
|
||
issued)
|
||
% of total
|
||
issued
|
||
share
|
||
capital
|
||
upon
|
||
Listing
|
||
(assumin
|
||
g no
|
||
exercise
|
||
of the
|
||
Over
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued
|
||
share
|
||
capital
|
||
upon
|
||
Listing
|
||
(assumin
|
||
g the
|
||
Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are
|
||
issued)
|
||
Top 1 59,889,400 19.66% 16.33% 14.45% 12.57% 59,889,400 14.45% 12.57% 1.44% 1.42%
|
||
Top 5 135,447,80
|
||
0 44.47% 36.93% 32.69% 28.42%
|
||
135,447,80
|
||
0 32.69% 28.42% 3.27% 3.22%
|
||
Top 10 178,574,70
|
||
0 58.63% 48.69% 43.09% 37.47%
|
||
178,574,70
|
||
0 43.09% 37.47% 4.31% 4.24%
|
||
Top 25 262,139,10
|
||
0 86.07% 71.48% 63.26% 55.01%
|
||
262,139,10
|
||
0 63.26% 55.01% 6.32% 6.23%
|
||
Note
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 18 ---
|
||
16
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number
|
||
of H
|
||
Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is fully
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing#
|
||
% of total
|
||
issued
|
||
share
|
||
capital
|
||
upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued
|
||
share
|
||
capital
|
||
upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Top 1 - 0.00% 0.00% 0.00% 0.00% - 1,665,362,757 40.16% 39.57%
|
||
Top 5 98,190,600 32.24% 26.77% 23.70% 20.61% 98,190,600 1,989,166,724 47.97% 47.26%
|
||
Top 10 114,208,200 37.50% 31.14% 27.56% 23.97% 114,208,200 2,089,976,842 50.40% 49.66%
|
||
Top 25 166,978,900 54.82% 45.53% 40.30% 35.04% 166,978,900 2,277,632,508 54.93% 54.11%
|
||
Note
|
||
Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
Among the top 25 placees, certain placees are also existing Shareholders. To the best knowledge, information and belief of the Company
|
||
after due enquiry, details of the allocations to the Existing Minority Shareholders holding more than 1% of the issued share capital of the
|
||
|
||
|
||
--- page 19 ---
|
||
17
|
||
Company immediately prior to the completion of the Global Offering have been disclosed in this announcement. Please refer to the section
|
||
headed “Allotees with Waivers/Consents Obtained - Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and
|
||
consent under paragraph 5(2) of the Placing Guidelines in relation to subscription for H Shares by Existing Minority Shareholders holding
|
||
more than 1% of the issued share capital of the Company immediately prior to the completion of the Global Offering and/or their close
|
||
associates”. As the top 25 placees who are also existing shareholders held less than 1% of the issued share capital of the Company
|
||
immediately prior to the completion of the Global Offering, the number of A Shares held by them are not counted into the number of Shares
|
||
held upon Listing.
|
||
|
||
|
||
--- page 20 ---
|
||
18
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 334,840 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below:
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF V ALID
|
||
APPLICATIONS
|
||
BASIS OF
|
||
ALLOTMENT /
|
||
BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL NO.
|
||
OF H SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
100 40,886
|
||
6,133 out of 40,886
|
||
to receive 100
|
||
Shares
|
||
15.00%
|
||
200 10,462
|
||
2,720 out of 10,462
|
||
to receive 100
|
||
Shares
|
||
13.00%
|
||
300 11,734
|
||
3,520 out of 11,734
|
||
to receive 100
|
||
Shares
|
||
10.00%
|
||
400 8,373 2,806 out of 8,373 to
|
||
receive 100 Shares 8.38%
|
||
500 41,948
|
||
14,892 out of 41,948
|
||
to receive 100
|
||
Shares
|
||
7.10%
|
||
600 9,922 3,602 out of 9,922 to
|
||
receive 100 Shares 6.05%
|
||
700 7,452 2,718 out of 7,452 to
|
||
receive 100 Shares 5.21%
|
||
800 7,748 3,164 out of 7,748 to
|
||
receive 100 Shares 5.10%
|
||
900 7,114 3,240 out of 7,114 to
|
||
receive 100 Shares 5.06%
|
||
1,000 33,607
|
||
16,972 out of 33,607
|
||
to receive 100
|
||
Shares
|
||
5.05%
|
||
2,000 18,234 100 Shares 5.00%
|
||
3,000 8,940
|
||
100 Shares plus 82
|
||
out of 8,940 to
|
||
receive additional
|
||
100 Shares
|
||
3.36%
|
||
4,000 10,525 100 Shares plus 3.35%
|
||
|
||
|
||
--- page 21 ---
|
||
19
|
||
3,594 out of 10,525
|
||
to receive additional
|
||
100 Shares
|
||
5,000 7,515
|
||
100 Shares plus
|
||
5,048 out of 7,515 to
|
||
receive additional
|
||
100 Shares
|
||
3.34%
|
||
6,000 4,084 200 Shares 3.33%
|
||
7,000 3,518
|
||
200 Shares plus 427
|
||
out of 3,518 to
|
||
receive additional
|
||
100 Shares
|
||
3.03%
|
||
8,000 4,131
|
||
200 Shares plus
|
||
1,720 out of 4,131 to
|
||
receive additional
|
||
100 Shares
|
||
3.02%
|
||
9,000 3,325
|
||
200 Shares plus
|
||
2,358 out of 3,325 to
|
||
receive additional
|
||
100 Shares
|
||
3.01%
|
||
10,000 22,868 300 Shares 3.00%
|
||
20,000 12,056 400 Shares 2.00%
|
||
30,000 8,434 500 Shares 1.67%
|
||
40,000 5,324 600 Shares 1.50%
|
||
50,000 11,659 700 Shares 1.40%
|
||
100,000 6,693 800 Shares 0.80%
|
||
150,000 4,320 1,000 Shares 0.67%
|
||
200,000 2,619 1,200 Shares 0.60%
|
||
313,491
|
||
Total number of
|
||
Pool A successful
|
||
applicants: 194,012
|
||
POOL B
|
||
250,000 6,171 1,300 Shares 0.52%
|
||
300,000 4,504 1,500 Shares 0.50%
|
||
350,000 1,479 1,700 Shares 0.49%
|
||
400,000 1,155 1,900 Shares 0.48%
|
||
450,000 1,151 2,000 Shares 0.44%
|
||
500,000 2,438 2,100 Shares 0.42%
|
||
750,000 1,304 3,000 Shares 0.40%
|
||
1,000,000 865 3,500 Shares 0.35%
|
||
1,250,000 464 4,200 Shares 0.34%
|
||
1,500,000 526 4,900 Shares 0.33%
|
||
2,000,000 425 6,300 Shares 0.32%
|
||
|
||
|
||
--- page 22 ---
|
||
20
|
||
3,000,000 250 9,000 Shares 0.30%
|
||
4,000,000 139 11,600 Shares 0.29%
|
||
5,000,000 106 13,900 Shares 0.28%
|
||
6,000,000 70 16,300 Shares 0.27%
|
||
7,000,000 34 18,300 Shares 0.26%
|
||
8,000,000 35 19,900 Shares 0.25%
|
||
9,000,000 28 21,600 Shares 0.24%
|
||
10,000,000 48 23,000 Shares 0.23%
|
||
12,611,500 157 27,700 Shares 0.22%
|
||
21,349
|
||
Total number of
|
||
Pool B successful
|
||
applicants: 21,349
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in
|
||
the designated nominee accounts have been remitted back to the accounts of all HKSCC
|
||
participants. Investors should contact their relevant brokers for any inquiries.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect
|
||
of which consent has been obtained, the Company has complied with the Listing Rules and
|
||
guidance materials in relation to the placing, allotment and listing of the Company’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for or
|
||
purchased by them was the same as the final Offer Price in addition to any brokerage, AFRC
|
||
transaction levy, SFC transaction levy and Stock Exchange trading fee payable.
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
Offer Size Adjustment Option and Reallocation
|
||
The Offer Size Adjustment Option has been exercised by the Company in full, pursuant to
|
||
which the Company is issuing and allotting 54,049,500 additional H Shares, representing
|
||
approximately 15.0% of the total number of H Shares initially available under the Global
|
||
Offering, at the final Offer Price.
|
||
As the Hong Kong Public Offering has been oversubscribed by more than 93 times, the
|
||
reallocation as described in the section headed “Structure of the Global Offering – The Hong
|
||
Kong Public Offering – Reallocation” of the Prospectus has been applied. The additional Offer
|
||
Shares that would be allotted and issued by the Company pursuant to the partial exercise of the
|
||
Offer Size Adjustment Option will be allocated between the International Offering and the
|
||
Hong Kong Public Offering according to the 26.5:73.5 ratio.
|
||
|
||
|
||
--- page 23 ---
|
||
21
|
||
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
|
||
414,379,500 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 4,146,769,035 Shares.
|
||
Allocation of H Shares to existing minority Shareholders and their close associates
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted to
|
||
the Company, a waiver from strict compliance with the requirements under Rule 10.04 and
|
||
consent under Paragraph 5(2) of Appendix F1 to the Listing Rules to permit H Shares in the
|
||
International Offering to be placed to certain existing minority Shareholders who will
|
||
participate only as either cornerstone investors or placees (but not both) in the International
|
||
Offering (together, the “Existing Minority Shareholders”) on the conditions that each of them:
|
||
(a) to whom the Company may allocate the H Shares in the International Offering holds less
|
||
than 5% of the total voting rights in the Company before Listing;
|
||
(b) is not, and will not be, a core connected person of the Company or any close associate of
|
||
any such core connected person immediately prior to or following the Global Offering;
|
||
(c) does not have the right to appoint a Director and/or have any other special rights;
|
||
(d) allocation to the Existing Minority Shareholders or their close associates will not affect the
|
||
Company’s ability to satisfy the public float requirement as prescribed by the Stock
|
||
Exchange under Rule 8.08 of the Listing Rules or otherwise approved by the Stock
|
||
Exchange; and
|
||
(e) no preferential treatment is given to the Existing Minority Shareholders or their close
|
||
associates (other than the assured entitlement for a cornerstone investor)and details of the
|
||
allocation to the Existing Minority Shareholders holding more than 1% of the issued share
|
||
capital of the Company immediately prior to the completion of the Global Offering will be
|
||
disclosed in this announcement;
|
||
Please refer to the section headed “Waivers and Exemptions – Allocation of H Shares to
|
||
Existing Minority Shareholders and their close associates” in the Prospectus for further details
|
||
of the waiver and consent.
|
||
Each of the Joint Sponsors and the Company has provided the required confirmations as
|
||
elaborated in the Prospectus. In particular, as the Company’s A Shares are listed on the
|
||
Shenzhen Stock Exchange since June 2005, the Company has a highly extensive base of
|
||
existing Shareholders and disclosure of details of allocations to all Existing Minority
|
||
Shareholders will not be meaningful to investors, the proposed disclosure threshold, i.e.
|
||
|
||
|
||
--- page 24 ---
|
||
22
|
||
condition (e) of the waiver and consent which provides that details of the allocation to the
|
||
Existing Minority Shareholders holding more than 1% of the issued share capital of the
|
||
Company immediately prior to the completion of the Global Offering will be disclosed in this
|
||
announcement, is appropriate. Nonetheless, as no allocation has been made to any such
|
||
Existing Minority Shareholders holding more than 1% of the issued share capital of the
|
||
Company, no disclosure has been made in this announcement.
|
||
All allocations of Offer Shares to the Existing Minority Shareholders are in compliance with
|
||
all the conditions under the waiver and consent granted by the Stock Exchange.
|
||
Waiver from Strict Compliance with Rule 10.04 of and Consent under paragraph 5(2) of
|
||
Appendix F1 to the Listing Rules and Paragraph 17 of Chapter 4.15 to the Guide for New
|
||
Listing Applicants in respect of Offer Shares by existing Shareholders and/or their close
|
||
associates and Cornerstone Investors
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter
|
||
4.15 of the Guide for New Listing Applicants to permit the Company to allocate further Offer
|
||
Shares in the International Offering to certain Cornerstone Investors as placees, subject to the
|
||
following conditions:
|
||
(a) the final offering size of the Global Offering (excluding any over-allocation) will be of a
|
||
total value of at least HK$1 billion;
|
||
(b) the Offer Shares allocated to all existing Shareholders and their close associates (whether
|
||
as cornerstone investors and/or as placees) as permitted under the size-based exemption
|
||
(under Paragraph 17 of Chapter 4.15 to the Guide for New Listing Applicants) do not
|
||
exceed 30% of the total number of the H Shares offered under the Global Offering;
|
||
(c) each Director, chief executive, Supervisor and Controlling Shareholder of the Company
|
||
confirms that no securities have been allocated to them or their respective close associates
|
||
under this exemption;
|
||
(d) the Company will comply with the public float requirement under Rule 8.08(1) of the
|
||
Listing Rules; and
|
||
(e) details of the allocation to such Cornerstone Investors under this exemption will be
|
||
disclosed in this announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the 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 prior consent under paragraph 5(1) of the Placing
|
||
Guidelines
|
||
|
||
|
||
--- page 25 ---
|
||
23
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted,
|
||
consent under paragraph 5(1) of the Placing Guidelines to permit HTCI (in connection with the
|
||
Greenwoods OTC Swaps) and GF Securities AM (as the qualified domestic institutional
|
||
investor for PSBC Wealth) to participate in the Global Offering as connected clients to
|
||
participate in the Global Offering as Cornerstone Investors. For details of the consent granted,
|
||
please refer to the section headed “Allotment Results Details – International Offering –
|
||
Cornerstone Investors” in this announcement.
|
||
In addition, under the International Offering, certain Offer Shares were placed to connected
|
||
clients of their connected distributors pursuant to the Placing Guidelines. Please refer to the
|
||
section headed “Allotment Results Details – International Offering – Allotees with
|
||
Waivers/Consents Obtained” in this announcement for details. The Company has applied to the
|
||
Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph 5(1) of
|
||
the Placing Guidelines to permit the Company to allocate such Offer Shares in the International
|
||
Offering to the connected clients. The allocation of Offer Shares to such connected clients is in
|
||
compliance with all the conditions under the consent granted by the Stock Exchange. Details
|
||
of the placement to connected clients are set out below.
|
||
|
||
|
||
--- page 26 ---
|
||
24
|
||
No. Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship
|
||
with the
|
||
Connected
|
||
Distributor
|
||
Whether the
|
||
connected clients
|
||
will hold the
|
||
beneficial interests
|
||
of the Offer Shares
|
||
on a non-
|
||
discretionary basis
|
||
or discretionary
|
||
basis for
|
||
independent third
|
||
partis
|
||
Number of Offer
|
||
Shares to be
|
||
allocated to the
|
||
connected client
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
allocated to the
|
||
connected client
|
||
(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
|
||
after 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)
|
||
1. Huatai
|
||
Financial
|
||
Holdings
|
||
(Hong
|
||
Kong)
|
||
Limited
|
||
(“HTFH”)
|
||
HTCI (in
|
||
connection
|
||
with
|
||
Greenwoods
|
||
OTC
|
||
Swaps)
|
||
HTCI(1)
|
||
HTCI is a
|
||
member of
|
||
the same
|
||
group of
|
||
HTFH.
|
||
non-discretionary
|
||
basis
|
||
1,105,300 0.27% 0.03%
|
||
|
||
|
||
--- page 27 ---
|
||
25
|
||
2. HTFH HTCI(2) HTCI is a
|
||
member of
|
||
the same
|
||
group of
|
||
HTFH.
|
||
non-discretionary
|
||
basis
|
||
575,000 0.14% 0.01%
|
||
3. HTFH CSOP AM
|
||
and CSOP
|
||
SG(3)
|
||
CSOP AM
|
||
and CSOP
|
||
SG are
|
||
members of
|
||
the same
|
||
group of
|
||
HTFH.
|
||
discretionary basis 313,000 0.08% 0.01%
|
||
731,000 0.18% 0.02%
|
||
4. GF
|
||
Securities
|
||
(Hong
|
||
Kong)
|
||
Brokerage
|
||
Limited
|
||
(“GF
|
||
Securities
|
||
(Hong
|
||
Kong)
|
||
Brokerage”
|
||
)
|
||
E Fund and
|
||
E Fund
|
||
Hong Kong
|
||
(4)
|
||
E Fund and
|
||
E Fund Hong
|
||
Kong are
|
||
members of
|
||
the same
|
||
group of GF
|
||
Securities
|
||
(Hong Kong)
|
||
Brokerage.
|
||
discretionary basis 1,045,000 0.25% 0.03%
|
||
5. GF PSBC GF non-discretionary 348,000 0.08% 0.01%
|
||
|
||
|
||
--- page 28 ---
|
||
26
|
||
Securities
|
||
(Hong
|
||
Kong)
|
||
Brokerage
|
||
Wealth
|
||
(through GF
|
||
Securities
|
||
AM as
|
||
qualified
|
||
domestic
|
||
institutional
|
||
investor)(5)
|
||
Securities
|
||
AM is a
|
||
member of
|
||
the same
|
||
group of GF
|
||
Securities
|
||
(Hong Kong)
|
||
Brokerage.
|
||
basis
|
||
6. GF
|
||
Securities
|
||
(Hong
|
||
Kong)
|
||
Brokerage
|
||
VP(6) VP is a
|
||
member of
|
||
the same
|
||
group of GF
|
||
Securities
|
||
(Hong Kong)
|
||
Brokerage.
|
||
discretionary basis 175,000 0.04% 0.004%
|
||
7. China
|
||
International
|
||
Capital
|
||
Corporation
|
||
Hong Kong
|
||
Securities
|
||
Limited
|
||
(“CICC”)
|
||
CICCFT (7) CICCFT and
|
||
CICC are
|
||
members of
|
||
the same
|
||
group.
|
||
non-discretionary
|
||
basis
|
||
874,000 0.21% 0.02%
|
||
8. CITIC
|
||
Securities
|
||
Brokerage
|
||
(HK)
|
||
Limited
|
||
CSI(8) CITIC
|
||
Securities
|
||
and CSI are
|
||
members of
|
||
the same
|
||
non-discretionary
|
||
basis
|
||
4,361,700 1.05% 0.11%
|
||
|
||
|
||
--- page 29 ---
|
||
27
|
||
(“CITIC
|
||
Securities”)
|
||
group
|
||
9 CITIC
|
||
Securities
|
||
CSAM(9) CITIC
|
||
Securities
|
||
and CSAM
|
||
are members
|
||
of the same
|
||
group
|
||
discretionary basis 69,500 0.02% 0.002%
|
||
(1) The number of Offer Shares to be allocated to HTCI listed above only represents the Offer Shares allocated to HTCI as a placee. For
|
||
Offer Shares allocated to HTCI as a Cornerstone Investor, please refer to the section headed “Allotment Results Details – International
|
||
Offering – Allotees with Waivers/Consents Obtained” in this announcement.
|
||
To the best of HTCI’s knowledge and after making all reasonable enquiries, each of the HTCI Ultimate Clients (Greenwoods) (as defined
|
||
in the Prospectus) is an independent third party of the Company, its subsidiaries, its Controlling Shareholders and its substantial
|
||
shareholders, HTCI, HTFH and the companies which are members of the same group of HTFH
|
||
(2) PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public offerings (“IPOs”) in Hong
|
||
Kong. However, PRC investors are permitted to invest in products issued by appropriate domestic securities firms licensed to undertake
|
||
cross-border derivatives trading activities. In connection with such products, the licensed domestic securities firms, through their Hong
|
||
Kong affiliates, may participate in Hong Kong IPOs either as placees or cornerstone investors (the “Cross-border Derivatives Trading
|
||
Regime”). 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.
|
||
For the purposes of the Global Offering, Huatai Financial Holdings (Hong Kong) Limited (“ Huatai”) acts as one of the Overall
|
||
Coordinators of the Global Offering. Pursuant to the ISDA Agreement, HTCI, which intends to participate in the Global Offering as a
|
||
|
||
|
||
--- page 30 ---
|
||
28
|
||
placee, will hold the Offer Shares on a non-discretionary basis as the single underlying holder under a back-to-back total return swap (the
|
||
“Back-to-back TRS”) to be entered by HTCI in connection with a Client TRS (as defined below) placed by and fully funded (i.e. with
|
||
no financing provided by HTCI) by the Huatai Ultimate Clients (as defined below), by which, HTCI will pass the full economic exposure
|
||
of the Offer Shares to the Huatai Ultimate Clients, which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of
|
||
the Huatai Ultimate Clients. Huatai and HTCI are indirectly wholly-owned subsidiaries of Huatai Securities. Accordingly, HTCI is
|
||
considered as a “connected client” of Huatai pursuant to Paragraph 13(7) of Appendix F1 of the Listing Rules.
|
||
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (the “Huatai Onshore Ultimate Clients ”) cannot
|
||
directly subscribe for the Offer Shares but may invest in derivative products issued by domestic securities firms licenced to undertake
|
||
cross-border derivatives trading activities, such as Huatai Securities, with the Offer Shares as the underlying assets. Instead of directly
|
||
subscribing for the Offer Shares, the Huatai Ultimate Clients will place a total return swap order (the “Onshore Client TRS”) with Huatai
|
||
Securities in connection with the Company’s IPO and Huatai Securities will place a Back-to-back TRS order to HTCI on the terms of the
|
||
ISDA Agreement.
|
||
The offshore investors (the “Huatai Offshore Ultimate Clients”, together with Huatai Onshore Ultimate Clients, the “Huatai Ultimate
|
||
Clients”) invest in derivative products to undertake derivatives trading activities, with the Offer Shares as the underlying assets. Instead
|
||
of directly subscribing for the Offer Shares, the Huatai Offshore Ultimate Clients will place a total return swap order (the “Offshore
|
||
Client TRS”, together with the Onshore Client TRS, the “Client TRS”) with HTCI in connection with the Global Offering.
|
||
In order to hedge its exposure under the Back-to-back TRS and Client TRS, HTCI participates in the Global Offering and subscribes the
|
||
Offer Shares through placing order with Huatai during the International Offering.
|
||
To the best of HTCI’s knowledge and after making all reasonable enquiries, each of the Huatai Ultimate Clients is an independent third
|
||
party of the Company, its subsidiaries, its Controlling Shareholders and its substantial shareholders, HTCI, HTFH and the companies
|
||
which are members of the same group of HTFH.
|
||
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 Clients. Pursuant to the terms of the contracts of the Back-to-back TRS and the Client TRS, during the
|
||
|
||
|
||
--- page 31 ---
|
||
29
|
||
tenor of the Back-to-back TRS and the Client TRS, all economic returns of the Offer Shares will be passed to the Huatai Ultimate Clients
|
||
through the Back-to-back TRS and the Client TRS and all economic loss shall be borne by the Huatai Ultimate Clients. HTCI will not
|
||
take any economic return or bear any economic loss in relation to the Offer Shares.
|
||
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 Clients would reap all the economic benefits of the underlying Offer Shares, except that a
|
||
QDII fund would pass through the exchange rate exposure on both the notional value of the investment and the profit and loss of the
|
||
investment. In contrast, the profit and loss of the 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 Clients would bear the exchange rate exposure of the profit and loss on settlement date.
|
||
The Huatai Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time from the issue date of the
|
||
Client TRS which should be on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the termination upon
|
||
maturity or early termination of the Client TRS by the Huatai Ultimate Clients, HTCI will dispose the Offer Shares on the secondary
|
||
market and the Huatai Ultimate Clients will receive a final termination amount of the Back-to-back 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 Clients intend to extend the investment period, subject to further agreement between Huatai Securities and the relevant Huatai
|
||
Ultimate Clients, the term of the Client TRS could be extended by way of a new issuance or a tenor extension. Accordingly, Huatai
|
||
Securities will extend the term of the 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 Clients, each being an onshore client who places a Client TRS order with Huatai Securities in connection with the
|
||
IPO of the Company. Due to its internal policy, 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 (as further described below).
|
||
|
||
|
||
--- page 32 ---
|
||
30
|
||
As permitted under the contractual arrangement with the Huatai Ultimate Clients, 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 be passed to the Huatai Ultimate Clients will remain unchanged.
|
||
(3) CSOP AM is the discretionary investment manager of China New Balance Opportunity Fund (the “CSOP AM Ultimate Client”) whose
|
||
investors are, to the best of CSOP AM’s knowledge, independent third parties of CSOP AM, Huatai and the companies which are members
|
||
of the same group of Huatai.
|
||
CSOP SG is a wholly-owned subsidiary of CSOP AM. CSOP SG is the discretionary investment manager of CSOP Asia Opportunities
|
||
Fund (the “CSOP SG Ultimate Client”) whose investors are, to the best of CSOP SG’s knowledge, independent third parties of CSOP
|
||
SG, Huatai and the companies which are members of the same group of Huatai.
|
||
Each of CSOP AM and CSOP SG confirms that, to the best of its knowledge, for the funds and sub-funds under its respective management,
|
||
any investors holding 30% or more interest and their ultimate beneficial owners do not have any relationship with each of the Company,
|
||
its subsidiaries, its Controlling Shareholders and its substantial shareholders.
|
||
(4) The Offer Shares to be placed to E Fund and E Fund Hong Kong are to be held on discretionary basis on behalf of their underlying clients,
|
||
who are independent third parties of the Company, its subsidiaries, its Controlling Shareholders, its substantial shareholders, GF Securities
|
||
(Hong Kong) Brokerage, E Fund, E Fund Hong Kong and the companies which are members of the same group of companies as GF
|
||
Securities (Hong Kong) Brokerage.
|
||
(5) The number of Offer Shares to be allocated to GF Securities AM (as the qualified domestic institutional investor for PSBC Wealth) listed
|
||
above only represents the Offer Shares allocated to GF Securities AM (as the qualified domestic institutional investor for PSBC Wealth)
|
||
as a placee. For Offer Shares allocated to GF Securities AM (as the qualified domestic institutional investor for PSBC Wealth) as a
|
||
Cornerstone Investor, please refer to the section headed “Allotment Results Details – International Offering – Allotees with
|
||
Waivers/Consents Obtained” in this announcement.
|
||
|
||
|
||
--- page 33 ---
|
||
31
|
||
For the purpose of participation in the International Offering as a placee, PSBC Wealth has engaged GF Securities AM, an asset manager
|
||
that is a qualified domestic institutional investor as approved by the relevant PRC authority, ICBC(ASIA)LTD-PAB-GFAM ZHONGYOU
|
||
NO.1 ASSET MANAGEMENT ACCOUNT(QDII) ( 广 发 资 管 中 邮 理 财 港 股 策 略 1 号 单 一 资 产 管 理 计 划 (QDII)) and
|
||
ICBC(ASIA)LTD-PAB-GFAM ZHONGYOU NO.2 ASSET MANAGEMENT ACCOUNT(QDII) ( 广发资管中邮理财港股策略 2 号
|
||
单一资产管理计划(QDII)), to subscribe for and hold such Offer Shares on a non-discretionary basis on behalf of PSBC Wealth.
|
||
GF Securities (Hong Kong) Brokerage has been appointed as a Capital Market Intermediaries and acts as one of the Hong Kong Underwriters
|
||
and International Underwriters in the Global Offering. GF Securities AM is a direct wholly-owned subsidiary of GF Securities Co., Ltd. (Stock
|
||
Code: 1776) (“GF Securities”) and GF Securities (Hong Kong) Brokerage is an indirect wholly-owned subsidiary of GF Securities. Each
|
||
of GF Securities AM and GF Securities (Hong Kong) Brokerage is a member of the same group of companies. As a result, GF Securities
|
||
AM is a connected client of GF Securities (Hong Kong) Brokerage for the purpose of paragraph 13(7) of Appendix F1 to the Listing
|
||
Rules.
|
||
As confirmed by GF Securities AM, (i) the Offer Shares to be placed to GF Securities AM are to be held on a non-discretionary basis on
|
||
behalf of independent third parties, (ii) the ultimate beneficial owner of PSBC Wealth is China Post Group Corporation Limited; and (iii)
|
||
each of PSBC Wealth and its ultimate beneficial owner is an independent third party of the Company, its subsidiaries, its Controlling
|
||
Shareholders, its substantial shareholders, GF Securities AM, GF Securities (Hong Kong) Brokerage and the companies which are
|
||
members of the same group of companies as GF Securities (Hong Kong) Brokerage.
|
||
(6) VP will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its underlying clients (the
|
||
“VP Ultimate Clients”). VP is a member of the same group of GF Securities (Hong Kong) Brokerage and therefore is a "connected
|
||
client" of GF Securities (Hong Kong) Brokerage as defined under the Listing Rules.
|
||
To the best knowledge of VP after making all reasonable enquiries, the VP Ultimate Clients are independent third parties of the Company,
|
||
its subsidiaries, its Controlling Shareholders, its substantial shareholders, GF Securities (Hong Kong) Brokerage, VP and the companies
|
||
which are members of the same group of companies as GF Securities (Hong Kong) Brokerage.
|
||
|
||
|
||
--- page 34 ---
|
||
32
|
||
(7) The Offer Shares to be placed to CICCFT are to be held on non-discretionary basis on behalf of their underlying clients, who are
|
||
independent third parties of the Company, its subsidiaries, its Controlling Shareholders, its substantial shareholders , CICCFT, CICC and
|
||
the companies which are members of the same group of companies as CICC.
|
||
(8) CSI will act as the single counterparty of a back-to-back total return swap transaction (the “CSI Back-to-back TRS”) to be entered into
|
||
by CSI in connection with a total return swap order (the “CSI Client TRS”) placed and fully funded by its ultimate clients, which are
|
||
funds (the “CSI Ultimate Clients”), by which CSI will pass the full economic exposure of the Offer Shares placed to CSI to the CSI
|
||
Ultimate Clients. CITIC Securities and CSI are members of the same group. Accordingly, CSI is considered as a “connected client” of
|
||
CITIC Securities pursuant to Paragraph 13(7) of Appendix F1 of the Listing Rules.
|
||
As confirmed by CSI and CITIC Securities, 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 Clients, all being independent third parties,
|
||
on a non-discretionary basis. The CSI Ultimate Clients 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. Upon the final maturity or termination of the CSI Client TRS by the CSI Ultimate Clients, CSI will dispose of the Offer Shares
|
||
on the secondary market and the CSI Ultimate Clients 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.
|
||
To the best of CSI’s knowledge and after making all reasonable enquiries, each of the CSI Ultimate Clients is an independent third party
|
||
of the Company, its subsidiaries, its Controlling Shareholders and its substantial shareholders, CSI, CITIC Securities and the companies
|
||
which are members of the same group of CITIC Securities.
|
||
(9) CSAM is the discretionary fund manager of Yuexiu Financial International Holdings Limited (the “CSAM Ultimate Client”) who is, to the best of
|
||
CSAM’s knowledge, independent third party of the Company, its subsidiaries, its Controlling Shareholders, its substantial shareholders,
|
||
CSAM, CITIC Securities and the companies which are members of the same group of CITIC Securities. The CSAM Ultimate Client is wholly owned
|
||
by Guangzhou Yuexiu Capital Holdings Group Co., Ltd which is a company listed on the Shenzhen Stock Exchange (000987.SZ).
|
||
|
||
|
||
--- page 35 ---
|
||
33
|
||
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. 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 June 13, 2025 issued by Zhejiang
|
||
Sanhua Intelligent Controls Co., Ltd. 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 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 – Hong Kong Public Offering – Hong Kong Underwriting
|
||
Agreement – Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m.
|
||
(Hong Kong time) on the Listing Date (which is currently expected to be on June 23, 2025).
|
||
|
||
|
||
--- page 36 ---
|
||
34
|
||
PUBLIC FLOAT
|
||
The Stock Exchange has granted the Company a waiver from strict compliance with the
|
||
requirements of Rule 8.08(1)(b) of the Listing Rules that the minimum percentage of the H
|
||
Shares of the Company to be held by the public from time to time shall be no less than 6.67%
|
||
of the Company’s total issued share capital.
|
||
Immediately after 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 number of H Shares held in public hands represents approximately 10.0% of the
|
||
total issued share capital of the Company.
|
||
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 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 Monday, June
|
||
23, 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 – Hong Kong Public Offering – Grounds for Termination” in the Prospectus has
|
||
not been exercised. Investors who trade the H Shares on the basis of publicly available
|
||
allocation details prior to the receipt of H Share certificates or prior to the H Share certificates
|
||
becoming valid evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Monday,
|
||
June 23, 2025 (Hong Kong time), it is expected that dealings in the H Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Monday, June 23, 2025 (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 2050.
|
||
By order of the Board
|
||
Zhejiang Sanhua Intelligent Controls Co., Ltd.
|
||
Zhang Yabo
|
||
Chairman of the Board and Executive Director
|
||
Hong Kong, June 20, 2025
|
||
|
||
|
||
--- page 37 ---
|
||
35
|
||
As at the date of this announcement, the Board comprises: (i) Mr. ZHANG Yabo, Mr. WANG
|
||
Dayong, Mr. NI Xiaoming and Mr. CHEN Yuzhong as executive directors; (ii) Mr. ZHANG
|
||
Shaobo and Mr. REN Jintu as non-executive directors and (iii) Mr. BAO Ensi, Mr. SHI Jianhui
|
||
and Ms. P AN Yalan as independent non-executive directors, and Mr. GE Jun as proposed
|
||
independent non-executive director.
|