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.
1090 lines
35 KiB
Plaintext
1090 lines
35 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
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defined in the prospectus dated October 24, 2024 (the “Prospectus ”) of T.S. Lines Limited (the “Company ”).
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This announcement is for information purposes only and does not constitute an offer or an invitation to induce an
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offer by any person to acquire, purchase or subscribe for any securities of the Company. This announcement is not a
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prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global
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Offering described below before deciding whether or not to invest in the Offer Shares. Any investment decision in
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relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not, and is not intended to, constitute or form a part of any offer to sell or solicitation to purchase
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or subscribe for any securities in the United States. The Offer Shares have not been, and will not be, registered under
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the United States Securities Act of 1933, as amended (the “U.S. Securities Act ”) or securities law of any state or
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other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred within the United
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States, except pursuant to an available exemption from, or in a transaction not subject to, the registration requirements
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of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares
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are being offered and sold solely (1) in the United States to qualified institutional buyers as defined in Rule 144A
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under the U.S. Securities Act pursuant to Rule 144A or another available exemption from registration under the U.S.
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Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S.
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Securities Act.
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In connection with the Global Offering, J.P. Morgan Securities (Asia Pacific) Limited as stabilizing manager (the
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“Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or
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effect transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that
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which might otherwise prevail in an open market for a limited period after the Listing Date. However, there is no
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obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action,
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which, if commenced, will be conducted at the sole and absolute discretion of the Stabilizing Manager, its affiliates or
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any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought
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to an end on the 30th day after the last date for lodging applications under the Hong Kong Public Offering. Such
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stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case
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in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price
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Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures
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Ordinance (Chapter. 571 of the Laws of Hong Kong).
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Potential investors should be aware that stabilizing actions cannot be taken to support the price of the Shares for longer
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than the stabilization period which will begin on the Listing Date and is expected to expire on the 30th day after the
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last day for lodging applications under the Hong Kong Public Offering (which is Thursday, November 28, 2024). After
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this date, no further stabilizing action may be taken, and demand for the Shares and therefore the price of the Shares
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could fall.
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Potential investors of the Offer Shares should note that the Joint Sponsors and Overall Coordinators (for themselves
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and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement
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with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting {
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Underwriting Arrangements and Expenses { Hong Kong Public Offering { Hong Kong Underwriting Agreement {
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Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which
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is currently expected to be on Friday, November 1, 2024).
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--- page 2 ---
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2
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T.S. Lines Limited
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ʮ̡
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(Incorporated in Hong Kong 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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: 250,940,000 Shares (subject to the Over-
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allotment Option)
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Number of Hong Kong Offer Shares : 25,094,000 Shares
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Number of International Offer Shares : 225,846,000 Shares (subject to the Over-
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allotment Option)
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Final Offer Price : HK$4.18 per Offer Share, plus brokerage
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of 1.0%, SFC transaction levy of
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0.0027%, AFRC transaction levy
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of 0.00015% and Hong Kong Stock
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Exchange trading fee of 0.00565%
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(payable in full on application in Hong
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Kong dollars and subject to refund)
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Stock code : 2510
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Manager
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Other Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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3
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T.S. Lines Limited / 德翔海運有限公司
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
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as those defined in the prospectus dated October 24, 2024 (the “Prospectus”) issued by T.S. Lines Limited
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(the “Company”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the Shares could move
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substantially even with a small number of Shares traded and should exercise extreme caution when
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dealing in the Shares.
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SUMMARY
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*see note at the end of the announcement
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The number of offer shares above is determined after taking into account the additional shares issued
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under the following Offer Size Adjustment Option
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Over-allocation
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No. of Offer Shares over-allocated 37,641,000
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Such over-allocation will be settled by using Shares to be borrowed under the Stock Borrowing Agreement
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between the Stabilizing Manager and Providence. Such borrowed Shares may be covered by exercising the
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Over-allotment Option in full or in part or by making purchases in the secondary market at prices that do
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not exceed the Offer Price or a combination of these means. In the event the Over-allotment Option is
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exercised, an announcement will be made on the Stock Exchange’s website.
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Company information
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Stock code 2510
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Stock short name TS LINES
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Dealings commencement date November 1, 2024*
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Price Information
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Final Offer Price HK$4.18
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Offer Price Range HK$3.50 - HK$4.50
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Offer Price Adjustment exercised No
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Offer Shares and Share Capital
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Number of Offer Shares 250,940,000
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Number of Offer Shares in Hong Kong Public Offering 25,094,000
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Number of offer shares in International Offering 225,846,000
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Number of issued shares upon Listing 1,650,940,000
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option 0
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- Hong Kong Public Offering 0
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- International Offering 0
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--- page 4 ---
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4
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Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use
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of proceeds, please refer to the Prospectus dated October 24, 2024.
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Proceeds
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Gross proceeds (Note) HK$ 1,048.93 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$ (108.02) million
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Net proceeds HK$ 940.91 million
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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No. of valid applications 6,861
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No. of successful applications 3,024
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Subscription level 12.09 times
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Claw-back triggered No
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No. of Offer Shares initially available under the Hong Kong Public
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Offering
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25,094,000
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Final no. of Offer Shares under the Hong Kong Public Offering 25,094,000
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% of Offer Shares under the Hong Kong Public Offering to the
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Global Offering
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10%
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Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors
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can refer to www.eipo.com.hk/eIPOAllotment to perform a search by identification number
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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 120
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Subscription Level 2.22 times
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No. of Offer Shares initially available under the International
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Offering
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225,846,000
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Final no. of Offer Shares under the International Offering 225,846,000
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% of Offer Shares under the International Offering to the Global
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Offering
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90%
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The Directors confirm that, to the best of their knowledge, information and belief, save for waivers from strict
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compliance with Rule 10.04 of the Listing Rules and consent s under paragraph 5(2) of Appendix F1 to the
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Listing Rules (the “ Placing Guidelines”) granted by the Stock Exchange to permit the Company to allocate
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certain Offer Shares in the International Offering to certain existing shareholders, (i) none of the Offer Shares
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subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
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Directors, chief executive of the Company, controlling shareholders, substantial shareholders, existing
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shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii) none of
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--- page 5 ---
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5
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the placees and the public who have purchased the Offer Shares are accustomed to taking instructions from the
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Company, any of the Directors, chief executive of the Company, controlling shareholders, substantial
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shareholders, existing shareholders of the Company or any of its subsidiaries or their respective close
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associates in relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its
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name or otherwise held by him/her/it.
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor
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No. of Offer
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Shares
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allocated
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% of Offer
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Shares
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(assuming
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the Over-
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allotment Option
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is not 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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(assuming the Over-
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allotment
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Option is not
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exercised)
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Existing
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shareholders or
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their close associates
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Indigo Rainbow
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Limited
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27,887,000 11.11% 1.69% No
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Hung Chi-Li /
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洪綺勵
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24,168,000 9.63% 1.46% No
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Worldwide
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Logistics Holding
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HK Limited /
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環世物流控股香
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港有限公司
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23,921,000 9.53% 1.45% No
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Metro Shine
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Group Limited
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16,732,000 6.67% 1.01% No
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Wang Yi-Fen /
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王意分
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14,873,000 5.93% 0.90% No
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Crane Movement
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Investment
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Limited
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11,154,000 4.44% 0.68% Yes
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Total 118,735,000 47.32% 7.19%
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--- page 6 ---
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6
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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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Shares
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allocated
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% of Offer
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Shares
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(assuming the
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Over-
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allotment
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Option is not
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exercised)
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% of total
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issued share
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capital after the
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Global Offering
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(assuming the
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Over-
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allotment Option is
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not exercised)
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Relationship
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Crane Movement
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Investment Limited
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11,154,000 4.44% 0.68% Crane Movement
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Investment Limited is
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an existing shareholder
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of the Company. Note 1
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Chow I-Chang /
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周宜強
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2,793,000 1.11% 0.17% Mr. Chow I-Chang is
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an existing shareholder
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of the Company. Note 2
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Total 13,947,000 5.56% 0.84%
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Notes:
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1. The Company has applied for, and the Stock Exchange has granted, a waiver from strict compliance
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with Rule 10.04 of the Listing Rules and a written consent under Paragraph 5(2) of the Placing
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Guidelines in relation to allocation to Crane Movement Investment Limited, an existing shareholder
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of the Company. Please refer to the “Waivers from Strict Compliance with the Listing Rules” section
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in the Company’s Prospectus for further details. The allocation of Offer Shares to Crane Movement
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Investment Limited is in compliance with all the conditions under the waiver and consent granted by
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the Stock Exchange.
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2. Mr. Chow I -Chang is an existing shareholder of the Company (through his interest in CICHK
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Investment Limited). The Company has applied to the Stock Exchange for, and the Stock Exchange
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has granted, a waiver from strict compliance with Rule 10.04 of the Listing Rules and a written
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consent under paragraph 5(2) of the Placing Guidelines to permit the Company to allocate such
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Offer Shares in the International Offering to Mr. Chow I-Chang. The allocation of Offer Shares to
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Mr. Chow I-Chang is in compliance with all the conditions under the waiver and consent granted by
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the Stock Exchange. For details, please refer to the section headed “Others / Additional Information”
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below.
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Allotees who are customer(s) and/or supplier(s) of the Company
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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 Offer
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Shares
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(assuming the
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Over-
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allotment
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Option is not
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exercised)
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% of total
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issued share
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capital after the
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Global Offering
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(assuming the
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Over-
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allotment Option is
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not exercised)
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Relationship
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--- page 7 ---
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7
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AL MARITIME
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HOLDING PTE
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LTD
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9,334,000 3.72% 0.57% Supplier of the
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Company
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T.V.L.
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INTERNATIONAL
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(HOLDING) CO.,
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LTD
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7,500,000 2.99% 0.45% Customer and supplier
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of the Company
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MAX-BRIDGE
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CORP.
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2,000,000 0.80% 0.12% Supplier of the
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Company
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SHININGOCEAN
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(HONG KONG)
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LOGISTICS
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GROUP LIMITED
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1,866,000 0.74% 0.11% Customer of the
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Company
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Total 20,700,000 8.25% 1.25%
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of shares
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held in the
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Company subject to
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lock-up
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undertakings upon
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listing
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% of shareholding in
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the Company subject to
|
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lock-up undertakings
|
||
upon listing (assuming
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the Over-allotment
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Option is not exercised)
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||
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Last day subject to the lock-
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up undertakings
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TS Investment Limited
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Note 1
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162,073,020 9.82% April 30, 2025 Note 3
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(First Six-Month Period)
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October 31, 2025 Note 4
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(Second Six-Month Period)
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Prevalence Holding
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Limited
|
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Note 1
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176,829,400 10.71% April 30, 2025 Note 3
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(First Six-Month Period)
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October 31, 2025 Note 4
|
||
(Second Six-Month Period)
|
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Providence Holding
|
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Limited Note 1
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140,000,000 8.48% April 30, 2025 Note 3
|
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(First Six-Month Period)
|
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October 31, 2025 Note 4
|
||
(Second Six-Month Period)
|
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AM Holding Limited Note 1 140,000,000 8.48% April 30, 2025 Note 3
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(First Six-Month Period)
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October 31, 2025 Note 4
|
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(Second Six-Month Period)
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Vision Investments
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Limited Note 2
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618,902,420 37.49% April 30, 2025 Note 3
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||
(First Six-Month Period)
|
||
October 31, 2025 Note 4
|
||
(Second Six-Month Period)
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Subtotal 1,237,804,840 74.98%
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--- page 8 ---
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8
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|
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In accordance with the relevant Listing Rule/guidance materials, the required lock -up for the first six -month
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period ends on April 30, 2025 and for the second six-month period, on October 31, 2025.
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|
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Notes:
|
||
1. Each of TS Investment Limited (“ TS Investment ”), Prevalence Holding Limited (“Prevalence”),
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Providence Holding Limited (“Providence”) and AM Holding Limited (“AM Holding”) is wholly-owned
|
||
by Maritime Legacy Limited (“Maritime Legacy”). Maritime Legacy is in turn owned by TS Chen Holding
|
||
Limited (“TS Chen Holding”) (a company wholly owned by Mr. Chen Teh-Sheng (“Mr. Chen”)), Search
|
||
& Search Company Limited (“ Search & Search ”) (a company wholly owned by Mrs. Chen Chuang
|
||
Chuang-Li (“Mrs. Chen”), the spouse of Mr. Chen), JC Righteous Holding Limited (“JC Righteous”) (a
|
||
company wholly owned by Mr. Jame s Chen, the son of Mr. Chen) and Avermay Holding Limited
|
||
(“Avermay”) (a company wholly owned by Ms. Christy Chen, the daughter of Mr. Chen). Mr. Chen, Mrs.
|
||
Chen, Mr. James Chen and Ms. Christy Chen, by virtue of their family relationship, are parties acting in
|
||
concert with each other in respect of the Company. By virtue of the SFO, each of Mr. Chen, Mrs. Chen,
|
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Mr. James Chen, Ms. Christy Chen, TS Chen Holding, Search & Search, JC Righteous, Avermay and
|
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Maritime Legacy is deemed to be interested in the Shares held by TS Investment, Prevalence, Providence
|
||
and AM Holding. As such, Mr. Chen, Mrs. Chen, Mr. James Chen, Ms. Christy Chen and their respective
|
||
wholly-owned investment holding companies, namely TS Chen Holding, Search & S earch, JC Righteous
|
||
and Averma y and Maritime Legacy (a company owned by the four aforesaid investment holding
|
||
companies) are a group of Controlling Shareholders and each of them is subject to the same lock -up as
|
||
disclosed above.
|
||
2. Vision Investments Limited (“Vision Investments”) is wholly-owned by The Nova Foundation (“Nova
|
||
Foundation”), and pursuant to the rules of Nova Foundation, Vision Investments is beneficially held by
|
||
Nova Foundation for its founder only, namely General Sharafuddin Alsayed Mohd H S M Yousif Sharaf
|
||
(“Mr. Sharafuddin”), and shall not be beneficially held for any other beneficiary or person for a period
|
||
expiring twelve months after the Listing Date. Mr. Sharafuddin is thus deemed to be interested in the
|
||
Shares held by Vision Investments by virtue of the SFO. As such, Mr. Sharafuddin, Nova Foundation and
|
||
Vision Investments are a group of Controlling Shareholders and each of them is subject to the same lock-
|
||
up as disclosed above.
|
||
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 Controlling Shareholders.
|
||
4. The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after
|
||
the indicated date.
|
||
|
||
Existing Shareholders (other than the Controlling Shareholders)
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Name
|
||
|
||
|
||
|
||
Number of shares held
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
listing
|
||
|
||
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
|
||
|
||
|
||
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Kentship Holding Limited 97,720,000 5.92% April 30, 2025 Note 1
|
||
Wu Shang-Ying / 吳尚鷹 30,328,820 1.84% April 30, 2025 Note 1
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
|
||
Crane Movement Investment
|
||
Limited Note 2
|
||
29,655,600 1.80% April 30, 2025 Note 1
|
||
CICHK Investment Limited
|
||
Note 2
|
||
4,490,740 0.27% April 30, 2025 Note 1
|
||
Subtotal 162,195,160 9.82%
|
||
Notes:
|
||
1. The expiry date of the lock -up period shown in the table above is pursuant to the voluntary lock -up
|
||
undertakings given by each of the Shareholders above. Please see “ Underwriting – Underwriting
|
||
Arrangements and Expenses – Hong Kong Public Offering – Undertakings pursuant to the Listing Rules
|
||
and the Hong Kong Underwriting Agreement – (D) Undertakings by Existing Shareholders ” in the
|
||
Prospectus for further details.
|
||
2. Crane Movement Investment Limited and Mr. Chow I -Chang (an existing shareholder of the Company
|
||
through his interest in CICHK Investment Limited) were allocated Offer Shares as a cornerstone investor
|
||
and a placee respectively. For details, please refer to the sections headed “ International Offering –
|
||
Cornerstone Investors” and “International Offering – Allotees with waivers/consents obtained”.
|
||
|
||
Cornerstone Investors
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Name
|
||
|
||
Number of shares held
|
||
in the Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised)
|
||
|
||
|
||
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Indigo Rainbow Limited 27,887,000 1.69% April 30, 2025 Note 1
|
||
Hung Chi-Li /
|
||
洪綺勵
|
||
|
||
24,168,000 1.46% April 30, 2025 Note 1
|
||
Worldwide Logistics
|
||
Holding HK Limited /
|
||
環世物流控股香港有限公
|
||
司
|
||
23,921,000 1.45% April 30, 2025 Note 1
|
||
Metro Shine Group Limited 16,732,000 1.01% April 30, 2025 Note 1
|
||
Wang Yi-Fen /
|
||
王意分
|
||
14,873,000 0.90% April 30, 2025 Note 1
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Name
|
||
|
||
Number of shares held
|
||
in the Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
listing
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised)
|
||
|
||
|
||
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Crane Movement Investment
|
||
Limited Note 2
|
||
11,154,000 0.68% April 30, 2025 Note 1
|
||
Subtotal 118,735,000 7.19%
|
||
Notes:
|
||
1. The Cornerstone Investors shall not dispose of any of the Offer Shares subscribed pursuant to the
|
||
Cornerstone Investment Agreements on or before the indicated date.
|
||
2. Crane Movement Investment Limited, an existing Shareholder of the Company, was allocated Offer
|
||
Shares as a cornerstone investor. For details, please refer to the sections headed “International Offering
|
||
– Cornerstone Investors” and “International Offering – Allotees with waivers/consents obtained”. Shares
|
||
subscribed by Crane Movement Investment Limited as a cornerstone investor are subject to lock -up
|
||
undertakings as indicated above.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
|
||
|
||
|
||
|
||
|
||
Placees*
|
||
|
||
|
||
|
||
Number of
|
||
Shares allotted
|
||
|
||
Allotment as % of
|
||
International Offering
|
||
(assuming no exercise of
|
||
the Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of International
|
||
Offering (assuming
|
||
the Over- allotment
|
||
Option is exercised and
|
||
new Shares
|
||
are issued)
|
||
|
||
|
||
Allotment as % of total
|
||
Offer Shares (assuming no
|
||
exercise of the Over -
|
||
allotment Option)
|
||
|
||
Allotment as % of total
|
||
Offer Shares (assuming
|
||
the Over-allotment
|
||
Option is exercised and
|
||
new Shares are issued)
|
||
|
||
|
||
|
||
Number of
|
||
Shares held upon Listing
|
||
|
||
|
||
% of total issued share
|
||
capital upon Listing
|
||
(assuming no exercise of the
|
||
Over-allotment Option)
|
||
·% of total issued
|
||
share capital upon
|
||
Listing (assuming the
|
||
Over- allotment
|
||
Option is exercised and
|
||
new Shares
|
||
are issued)
|
||
Top 1 27,887,000 12.35% 10.58% 11.11% 9.66% 27,887,000 1.69% 1.65%
|
||
Top 5 107,581,000 47.63% 40.83% 42.87% 37.28% 107,581,000 6.52% 6.37%
|
||
Top 10 162,669,000 72.03% 61.74% 64.82% 56.37% 192,324,600 11.65% 11.39%
|
||
Top 25 230,740,000 102.17% 87.57% 91.95% 79.96% 264,886,340 16.04% 15.69%
|
||
|
||
Notes
|
||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
|
||
SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Sharehold
|
||
ers
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Number of
|
||
Shares all
|
||
otted
|
||
|
||
|
||
Allotment as %
|
||
of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new Shares are
|
||
issued)
|
||
|
||
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new Shares are
|
||
issued)
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
|
||
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new Shares are
|
||
issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 618,902,420 37.49% 36.65%
|
||
Top 5 39,041,00
|
||
0
|
||
17.29% 14.82% 15.56% 13.53% 1,434,550,26
|
||
0
|
||
86.89% 84.96%
|
||
Top 10 131,835,0
|
||
00
|
||
58.37% 50.03% 52.54% 45.68% 1,527,344,26
|
||
0
|
||
92.51% 90.45%
|
||
Top 25 224,240,0
|
||
00 99.29% 85.10% 89.36% 77.70% 1,624,240,00
|
||
0
|
||
98.38% 96.19%
|
||
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholders upon Listing.
|
||
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, 6,861 valid applications
|
||
made by the public will be conditionally allocated on the basis set out below:
|
||
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF
|
||
SHARES
|
||
APPLIED FOR
|
||
|
||
NO. OF
|
||
SHARES
|
||
NO. OF
|
||
VALID
|
||
|
||
APPLIED
|
||
FOR
|
||
APPLICA
|
||
TIONS BASIS OF ALLOTMENT / BALLOT
|
||
POOL A
|
||
1,000 2,129 125 out of 2,129 to receive 1,000 Shares 5.87%
|
||
2,000 888 104 out of 888 to receive 1,000 Shares 5.86%
|
||
3,000 240 42 out of 240 to receive 1,000 Shares 5.83%
|
||
4,000 149 34 out of 149 to receive 1,000 Shares 5.70%
|
||
5,000 264 75 out of 264 to receive 1,000 Shares 5.68%
|
||
6,000 94 32 out of 94 to receive 1,000 Shares 5.67%
|
||
7,000 59 23 out of 59 to receive 1,000 Shares 5.57%
|
||
8,000 81 36 out of 81 to receive 1,000 Shares 5.56%
|
||
9,000 47 23 out of 47 to receive 1,000 Shares 5.44%
|
||
10,000 782 425 out of 782 to receive 1,000 Shares 5.43%
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
|
||
15,000 123 100 out of 123 to receive 1,000 Shares 5.42%
|
||
20,000 512 1,000 Shares plus 43 out of 512 to receive additional
|
||
1,000 Shares 5.42%
|
||
25,000 80 1,000 Shares plus 28 out of 80 to receive additional
|
||
1,000 Shares 5.40%
|
||
30,000 120 1,000 Shares plus 74 out of 120 to receive additional
|
||
1,000 Shares 5.39%
|
||
35,000 54 1,000 Shares plus 47 out of 54 to receive additional
|
||
1,000 Shares 5.34%
|
||
40,000 195 2,000 Shares plus 26 out of 195 to receive additional
|
||
1,000 Shares 5.33%
|
||
45,000 38 2,000 Shares plus 15 out of 38 to receive additional
|
||
1,000 Shares 5.32%
|
||
50,000 152 2,000 Shares plus 100 out of 152 to receive
|
||
additional 1,000 Shares 5.32%
|
||
60,000 80 3,000 Shares plus 15 out of 80 to receive additional
|
||
1,000 Shares 5.31%
|
||
70,000 41 3,000 Shares plus 29 out of41 to receive additional
|
||
1,000 Shares 5.30%
|
||
80,000 65 4,000 Shares plus 15 out of 65 to receive additional
|
||
1,000 Shares 5.29%
|
||
90,000 36 4,000 Shares plus 27 out of 36 to receive additional
|
||
1,000 Shares 5.28%
|
||
100,000 183 5,000 Shares plus 51 out of 183 to receive additional
|
||
1,000 Shares 5.28%
|
||
150,000 90 7,000 Shares plus 82 out of 90 to receive additional
|
||
1,000 Shares 5.27%
|
||
200,000 89 10,000 Shares plus 48 out of 89 to receive additional
|
||
1,000 Shares 5.27%
|
||
250,000 68 13,000 Shares plus 11 out of 68 to receive additional
|
||
1,000 Shares 5.26%
|
||
300,000 29 15,000 Shares plus 22 out of 29 to receive additional
|
||
1,000 Shares 5.25%
|
||
350,000 27 18,000 Shares plus 7 out of 27 to receive additional
|
||
1,000 Shares 5.22%
|
||
400,000 28 20,000 Shares plus 23 out of 28 to receive additional
|
||
1,000 Shares 5.21%
|
||
450,000 21 23,000 Shares plus 7 out of 21 to receive additional
|
||
1,000 Shares 5.19%
|
||
500,000 24 25,000 Shares plus 20 out of 24 to receive additional
|
||
1,000 Shares 5.17%
|
||
600,000 10 30,000 Shares plus 9 out of 10 to receive additional
|
||
1,000 Shares 5.15%
|
||
700,000 5 36,000 Shares 5.14%
|
||
800,000 1 41,000 Shares 5.13%
|
||
900,000 6 46,000 Shares plus 1 out of 6 to receive additional
|
||
1,000 Shares 5.13%
|
||
1,000,000 36 51,000 Shares plus 9 out of 36 to receive additional
|
||
1,000 Shares 5.13%
|
||
|
||
6,846
|
||
|
||
Total number of Pool A successful applicants: 3,009
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
|
||
POOL B
|
||
2,000,000 3 386,000 Shares plus 1 out of 3 to receive additional
|
||
1,000 Shares 19.32%
|
||
3,000,000 2 579,000 Shares 19.30%
|
||
4,000,000 3 772,000 Shares 19.30%
|
||
5,000,000 2 965,000 Shares 19.30%
|
||
6,000,000 4 1,158,000 Shares plus 1 out of 4 to receive
|
||
additional 1,000 Shares 19.30%
|
||
7,000,000 1 1,351,000 Shares 19.30%
|
||
|
||
15
|
||
|
||
Total number of Pool B successful applicants:
|
||
15
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
|
||
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 shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
|
||
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
|
||
them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC
|
||
transaction levy and trading fee payable.
|
||
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
|
||
Existing Shareholder s as cornerstone investor and as placee (with Waiver s from Strict
|
||
Compliance with Rule 10.04 of the Listing Rules and Prior Written Consents under Paragraph
|
||
5(2) of the Placing Guidelines)
|
||
Crane Movement Investment Limited (“ Crane Movement ”) is an existing shareholder of the
|
||
Company. As of the date of the Prospectus, Crane Movement held 29,655,600 Shares, representing
|
||
approximately 2.12% of the total issued Shares. It has been placed with 11,154,000 Offer Shares at
|
||
the Offer Price as a cornerstone investor, representing approximately 4.44% of the total number of
|
||
Offer Shares initially available under the Global Offering (assuming the Over -allotment Option is
|
||
not exercised) and approximately 0.68% of the total issued Shares of the Company upon completion
|
||
of the Global Offering (assuming the Over-allotment Option is not exercised).
|
||
Mr. Chow I -Chang is an existing shareholder of the Company (through his interest in CICHK
|
||
Investment Limited). As of the date of the Prospectus, CICHK Investment Limited held 4,490,740
|
||
Shares, representing approximately 0.32% of the total issued Shares. Mr. Chow I -Chang has been
|
||
placed with 2,793,000 Offer Shares at the Offer Price as a placee under the International Offering,
|
||
representing approximately 1.11% of the total number of Offer Shares initially available under the
|
||
Global Offering (assuming the Over-allotment Option is not exercised) and approximately 0.17% of
|
||
the total issued Shares of the Company upon completion of the Global Offering (assuming the Over-
|
||
allotment Option is not exercised).
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, waiver s
|
||
from strict compliance with Rule 10.04 of the Listing Rules and its consents under paragraph 5(2) of
|
||
the Placing Guidelines to permit the Company to allocate such Offer Shares in the International
|
||
Offering to each of Crane Movement and Mr. Chow I-Chang. The allocation of Offer Shares to each
|
||
of Crane Movement and Mr. Chow I -Chang is in compliance with all the conditions under the
|
||
waivers and consents granted by the Stock Exchange.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
|
||
DISCLAIMERS
|
||
|
||
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
|
||
“Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take
|
||
no responsibility for the contents of this announcement, make no representation as to its accuracy
|
||
or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
|
||
from or in reliance upon the whole or any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and
|
||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “U.S. Securities Act”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in
|
||
Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S.
|
||
Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S
|
||
under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or offer
|
||
to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||
investors should read the Prospectus dated October 24, 2024 issued by T.S. Lines Limited for
|
||
detailed information about the Global Offering described below before deciding whether or not to
|
||
invest in the Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Overall Coordinators (for
|
||
themselves and on behalf of the Hong Kong Underwriters) 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 paragraph headed “Underwriting — Underwriting
|
||
Arrangements and Expenses — 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 Friday, November 1, 2024).
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
PUBLIC FLOAT
|
||
Immediately after the completion of the Global Offering, 413,135,160 Shares, representing
|
||
approximately 25.02% of the issued share capital of our Company will count towards the public
|
||
float (before any exercise of Over-allotment Option), satisfying the minimum percentage prescribed
|
||
by Rule 8.08 of the Listing Rules.
|
||
The Directors confirm that, immediately following completion of the Global Offering: (i) at least
|
||
25% of the total number of issued Shares will be held by the public, in compliance with Rule
|
||
8.08(1) of the Listing Rules; (ii) the Shares will be held by at least 300 Shareholders at the time
|
||
of Listing, in compliance with Rule 8.08(2) of the Listing Rules; (iii) the three largest public
|
||
Shareholders will not hold more than 50% of the Shares held in public hands at the time of Listing,
|
||
in compliance with Rule 8.08(3) of the Listing Rules; (iv) no placee will, individually, be placed
|
||
more than 10% of the enlarged issued share capital of the Company immediately after the Global
|
||
Offering; and (v) there will not be any new substantial Shareholder (as defined in the Listing
|
||
Rules) of the Company.
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||
COMMENCEMENT OF DEALINGS
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||
Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time) on
|
||
Friday, November 1, 2024, provided that the Global Offering has become unconditional and the
|
||
right of termination described in the section headed “Underwriting { Underwriting Arrangements
|
||
and Expenses { Hong Kong Public Offering { Hong Kong Underwriting Agreement { Grounds
|
||
for Termination ” in the Prospectus has not been exercised. Investors who trade Shares prior to the
|
||
receipt of Share certificates or the Share certificates becoming valid evidence of title do so entirely
|
||
at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong time)
|
||
on Friday, November 1, 2024, it is expected that dealings in the Shares on the Stock Exchange will
|
||
commence at 9:00 a.m. on Friday, November 1, 2024. The Shares will be traded in board lots of
|
||
1,000 Shares each. The stock code of the Shares will be 2510.
|
||
By order of the Board
|
||
T.S. Lines Limited
|
||
Mr. Chen Teh-Sheng
|
||
Chairman of the Board, Executive Director and Chief Executive Officer
|
||
Hong Kong, October 31, 2024
|
||
As at the date of this announcement, the Board comprises, (i) Mr. Chen Teh-Sheng, Mrs. Chen
|
||
Chuang Chuang-Li, Mr. To Hung-Lin, Mr. Chow Hong Man and Mr. Chen Shao-Hsiang as
|
||
executive directors; and (ii) Mr. Wu Youn-Ger, Mr. Chang Shan-Hui and Mr. Yang Li-Yen as
|
||
independent non-executive directors.
|
||
This announcement is available for viewing on the website of the Company at www.tslines.com
|
||
and the website of the Stock Exchange at www.hkexnews.hk .
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