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.
2238 lines
80 KiB
Plaintext
2238 lines
80 KiB
Plaintext
--- page 1 ---
|
||
1
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong
|
||
Kong Securities Clearing Company Limited (“ HKSCC”) take no responsibility for the contents of this announcement, make no
|
||
representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
|
||
from or in reliance upon the whole or any part of the contents of this announcement.
|
||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined
|
||
in the prospectus dated December 30, 2025 (the “ Prospectus”) issued by Knowledge Atlas Technology Joint Stock Company
|
||
Limited (ʮ̡ ) (the “ Company”).
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or
|
||
subscribe for securities. Potential investors should read the Prospectus for detailed information about the Company and the
|
||
Global Offering described below before deciding whether or not to invest in the Offer Shares.
|
||
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its
|
||
territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute
|
||
or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction.
|
||
The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended from time
|
||
to time (the “ U.S. Securities Act ”) or securities law of any state or other jurisdiction of the United States and may not be offered,
|
||
sold, pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration
|
||
requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares
|
||
are being offered and sold outside the United States to persons that are not, and are not acting for the account or benefit of,
|
||
U.S. persons or United States person as defined in 31 CFR Part 850.229, the final rule that implements Executive Order 14105
|
||
and became effective in January 2025 (“ U.S. Investor ”), in offshore transactions in reliance on Regulation S under the U.S.
|
||
Securities Act.
|
||
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out in the
|
||
Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not resident in Hong
|
||
Kong and/or U.S. Investors. Potential investors of the Offer Shares should note that the Sole Sponsor and the Sponsor-Overall
|
||
Coordinator (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under
|
||
the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section
|
||
headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination”
|
||
in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date.
|
||
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as stabilizing
|
||
manager (the “ Stabilizing Manager ”) (or any person acting for it), on behalf of the Underwriters, may over-allocate or effect
|
||
transactions with a view to stabilizing or supporting the market price of the H Shares at a level higher than that which might
|
||
otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager (or any
|
||
person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute
|
||
discretion of the Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager reasonably regards as
|
||
the best interest of the Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days
|
||
after the last day for lodging applications under the Hong Kong Public Offering (which is Wednesday, February 4, 2026). Such
|
||
stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all
|
||
applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W
|
||
of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
|
||
Kong).
|
||
Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for longer than the
|
||
stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day after the last day for lodging
|
||
applications under the Hong Kong Public Offering (which is Wednesday, February 4, 2026). After this date, when no further
|
||
stabilizing action may be taken, demand for the H Shares, and therefore the price of the H Shares, could fall.
|
||
|
||
|
||
--- page 2 ---
|
||
2
|
||
Knowledge Atlas Technology Joint Stock Company Limited
|
||
ʮ̡
|
||
(A joint stock company established in the People’s Republic of China with limited liability)
|
||
GLOBAL OFFERING
|
||
Number of Offer Shares under the
|
||
Global Offering
|
||
: 37,419,500 H Shares (subject to the
|
||
Over-allotment Option)
|
||
Number of Hong Kong Offer Shares : 7,483,900 H Shares (as adjusted after
|
||
reallocation)
|
||
Number of International Offer Shares : 29,935,600 H Shares (as adjusted after
|
||
reallocation and subject to the
|
||
Over-allotment Option)
|
||
Offer Price : HK$116.20 per H Share, plus brokerage of
|
||
1.0%, SFC transaction levy of 0.0027%,
|
||
AFRC transaction levy of 0.00015% and
|
||
Hong Kong Stock Exchange trading fee of
|
||
0.00565% (payable in full on application
|
||
in Hong Kong dollars and subject to
|
||
refund)
|
||
Nominal value : RMB0.10 per H Share
|
||
Stock code : 2513
|
||
Sole Sponsor, Sponsor-Overall Coordinator, Overall Coordinator, Joint Global Coordinator,
|
||
Joint Bookrunner and Joint Lead Manager
|
||
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
|
||
Joint Bookrunners and Joint Lead Managers
|
||
|
||
|
||
--- page 3 ---
|
||
3
|
||
KNOWLEDGE ATLAS TECHNOLOGY JOINT STOCK COMPANY LIMITED
|
||
ʮ̡
|
||
ANNOUNCEMENT OF OFFER PRICE AND
|
||
ALLOTMENT RESULTS
|
||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
|
||
meanings as those defined in the prospectus dated December 30, 2025 (the “ Prospectus”) issued by
|
||
Knowledge Atlas Technology Joint Stock Company Limited (the “ Company”).
|
||
Warning: In view of high concentration of shareholding in a small number of Shareholders,
|
||
Shareholders and prospective investors should be aware that the price of the H Shares
|
||
could move substantially even with a small number of H Shares traded and should exercise
|
||
extreme caution when dealing in the H Shares.
|
||
SUMMARY
|
||
Company information
|
||
Stock code 2513
|
||
Stock short name KNOWLEDGE ATLAS
|
||
Dealings commencement date January 8, 2026*
|
||
* see note at the end of the announcement
|
||
Price Information
|
||
Offer Price HK$116.20
|
||
Offer Shares and Share Capital
|
||
Number of Offer Shares before exercise of the Over-allotment
|
||
Option
|
||
37,419,500
|
||
Final number of Offer Shares in Public Offer (after reallocation) 7,483,900
|
||
Final number of offer shares in International Offer (after
|
||
reallocation)
|
||
29,935,600
|
||
Number of issued shares upon Listing before exercise of the Over-
|
||
allotment Option
|
||
440,230,190
|
||
|
||
|
||
--- page 4 ---
|
||
4
|
||
Over-allocation
|
||
No. of Offer Shares over-allocated 5,612,900
|
||
Such over-allocation may be covered by exercising the Over-allotment Option or by making
|
||
purchases in the secondary market at prices that do not exceed the Offer Price or through
|
||
deferred delivery or a combination of these means. In the event the Over-allotment Option is
|
||
exercised, an announcement will be made on the Stock Exchange’s website.
|
||
Proceeds
|
||
Gross proceeds (Note) HK$4,348.1 million
|
||
Less: Estimated listing expenses payable based on Offer Price HK$ (174.7) million
|
||
Net proceeds HK$4,173.4 million
|
||
Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of proceeds, please
|
||
refer to the Prospectus dated December 30, 2025. The Company will adjust the allocation of the net proceeds from the
|
||
exercise of the Over-allotment Option (if any) for the purposes as set out in the section headed “Future Plans and Use
|
||
of Proceeds” of the Prospectus on a pro rata basis.
|
||
ALLOTMENT RESULTS DETAILS
|
||
PUBLIC OFFER
|
||
No. of valid applications 204,871
|
||
No. of successful applications 50,907
|
||
Subscription level 1,159.46 times
|
||
Claw-back triggered Yes
|
||
No. of Offer Shares initially available under the Public Offer 1,871,000
|
||
Final no. of Offer Shares under the Public Offer (after reallocation) 7,483,900
|
||
% of Offer Shares under the Public Offer to the Global Offering 20.00%
|
||
Note: For details of the final allocation of shares to the Public Offer, investors can refer to www.hkeipo.hk/IPOResult to perform
|
||
a search by name or identification number or www.hkeipo.hk/IPOResult for the full list of allottees.
|
||
|
||
|
||
--- page 5 ---
|
||
5
|
||
INTERNATIONAL OFFER
|
||
No. of placees 221
|
||
Subscription Level 15.28 times
|
||
No. of Offer Shares initially available under the International Offer 35,548,500
|
||
Final no. of Offer Shares under the International Offer (after
|
||
reallocation)
|
||
29,935,600
|
||
% of Offer Shares under the International Offer to the Global
|
||
Offering
|
||
80.00%
|
||
The Directors confirm that, to the best of their knowledge, information and belief, save for waivers
|
||
under Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of Appendix F1 to the
|
||
Listing Rules (the “ Placing Guidelines ”) granted by the Stock Exchange to permit the Company to
|
||
allocate certain Offer Shares in the International Offering to certain existing minority shareholders
|
||
and/or their close associates as cornerstone investors or placees, (i) none of the Offer Shares
|
||
subscribed by the placees and the public have been financed directly or indirectly by the Company,
|
||
any of the Directors, chief executive of the Company, controlling shareholders, substantial
|
||
shareholders, existing shareholders of the Company or any of its subsidiaries or their respective
|
||
close associates; and (ii) none of the placees and the public who have purchased the Offer Shares
|
||
are accustomed to taking instructions from the Company, any of the Directors, chief executive
|
||
of the Company, controlling shareholders, substantial shareholders, existing shareholders of the
|
||
Company or any of its subsidiaries or their respective close associates in relation to the acquisition,
|
||
disposal, voting or other disposition of Shares registered in his/her/its name or otherwise held by
|
||
him/her/it.
|
||
|
||
|
||
--- page 6 ---
|
||
6
|
||
PREFERENTIAL OFFERINGS
|
||
The placees in the International Offer include the following:
|
||
Cornerstone Investors
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
Existing
|
||
shareholders
|
||
or their close
|
||
associates
|
||
JSC International
|
||
Investment Fund
|
||
SPC (acting for and
|
||
on behalf of Qizhi
|
||
SP)
|
||
11,985,900 32.03% 5.56% 2.72% Yes
|
||
JinYi Capital Multi-
|
||
Strategy Fund SPC
|
||
Ltd. (acting for
|
||
and on behalf of
|
||
Structured Credit SP
|
||
Fund)
|
||
468,700 1.25% 0.22% 0.11% Yes
|
||
Perseverance Asset
|
||
Management
|
||
1,941,800 5.19% 0.90% 0.44% No
|
||
Shanghai Gaoyi
|
||
and CICC Financial
|
||
Trading Limited
|
||
(in connection with
|
||
Gaoyi OTC Swaps)
|
||
602,600 1.61% 0.28% 0.14% No
|
||
WT Asset
|
||
Management
|
||
3,006,500 8.03% 1.39% 0.68% No
|
||
Taikang Life 2,008,800 5.37% 0.93% 0.46% No
|
||
GF Fund 2,812,300 7.52% 1.30% 0.64% No
|
||
3W Fund 1,205,200 3.22% 0.56% 0.27% No
|
||
|
||
|
||
--- page 7 ---
|
||
7
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
Existing
|
||
shareholders
|
||
or their close
|
||
associates
|
||
RIME 645,400 1.72% 0.30% 0.15% No
|
||
Optimas Capital
|
||
Limited
|
||
669,600 1.79% 0.31% 0.15% No
|
||
Luster LightTech
|
||
International
|
||
Limited
|
||
334,800 0.89% 0.16% 0.08% Yes
|
||
Total 25,681,600 68.63% 11.91% 5.83%
|
||
Allottees who are customer(s) or client(s)/supplier(s) of the issuer
|
||
Investor
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
% of offer
|
||
shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
not
|
||
exercised)
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
not
|
||
exercised) Relationship
|
||
Luster LightTech
|
||
International
|
||
Limited
|
||
334,800 0.89% 0.16% 0.08% customer of the
|
||
issuer
|
||
Total 334,800 0.89% 0.16% 0.08%
|
||
|
||
|
||
--- page 8 ---
|
||
8
|
||
Allottees with Waivers/Consents Obtained
|
||
Investor
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
% of offer
|
||
shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised) Relationship
|
||
Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent
|
||
under paragraph 1C(2) of the Placing Guidelines in relation to subscription for H Shares
|
||
by existing minority shareholders and/or its close associates as cornerstone investors and
|
||
placeesNote 1
|
||
Cornerstone investors
|
||
JSC International
|
||
Investment Fund
|
||
SPC (acting for and
|
||
on behalf of Qizhi
|
||
SP)
|
||
11,985,900 32.03% 5.56% 2.72% A cornerstone
|
||
investor and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
JinYi Capital Multi-
|
||
Strategy Fund SPC
|
||
Ltd. (acting for
|
||
and on behalf of
|
||
Structured Credit SP
|
||
Fund)
|
||
468,700 1.25% 0.22% 0.11% A cornerstone
|
||
investor and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
Luster LightTech
|
||
International
|
||
Limited
|
||
334,800 0.89% 0.16% 0.08% A cornerstone
|
||
investor and a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder
|
||
Placee
|
||
Huatai Capital
|
||
Investment Limited
|
||
(in connection
|
||
with HTCI TRS
|
||
with Zhongke
|
||
Chuangxing
|
||
Technology
|
||
Investment Co., Ltd.
|
||
(Ҧҳ༟
|
||
ʮ̡))
|
||
28,400 0.08% 0.01% 0.01% A placee, a
|
||
close associate
|
||
of an existing
|
||
minority
|
||
shareholder and
|
||
a connected
|
||
client
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
Investor
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
% of offer
|
||
shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised) Relationship
|
||
Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the
|
||
Guide for New Listing Applicants in relation to allocations to connected clients Note 2
|
||
CICC FT (in
|
||
connection with
|
||
Gaoyi OTC Swaps
|
||
and the CICCFT
|
||
OTC Swaps)
|
||
602,600 1.61% 0.28% 0.14% Cornerstone
|
||
investor and
|
||
connected
|
||
client (in
|
||
connection
|
||
with Gaoyi
|
||
OTC Swaps)
|
||
92,300 0.25% 0.04% 0.02% Connected
|
||
client (in
|
||
connection
|
||
with the
|
||
CICCFT OTC
|
||
Swaps)
|
||
Huatai Capital
|
||
Investment Limited
|
||
(in connection with
|
||
HTCI TRSs with
|
||
Huatai Onshore
|
||
Ultimate Clients
|
||
and Huatai Offshore
|
||
Ultimate Client)
|
||
147,600 0.39% 0.07% 0.03% Connected
|
||
client (for and
|
||
on behalf of
|
||
Huatai Onshore
|
||
Ultimate
|
||
Clients)
|
||
18,900 0.05% 0.01% 0.004% Connected
|
||
client (for
|
||
and on behalf
|
||
of Huatai
|
||
Offshore
|
||
Ultimate
|
||
Client)
|
||
Guotai Junan
|
||
Investments
|
||
(Hong Kong)
|
||
Limited (in
|
||
connection with
|
||
GTJAI TRSs with
|
||
GTHT Onshore
|
||
Underlying Clients)
|
||
88,700 0.24% 0.04% 0.02% Connected
|
||
client
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Investor
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
% of offer
|
||
shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is not
|
||
exercised) Relationship
|
||
Bosera Asset
|
||
Management
|
||
(International) Co.,
|
||
Limited
|
||
13,400 0.04% 0.01% 0.003% Connected
|
||
client
|
||
Fullgoal Fund
|
||
Management Co.,
|
||
Ltd and Fullgoal
|
||
Asset Management
|
||
(HK) Limited
|
||
66,900 0.18% 0.03% 0.02% Connected
|
||
client
|
||
Haitong
|
||
International Asset
|
||
Management (HK)
|
||
Limited
|
||
6,600 0.02% 0.003% 0.001% Connected
|
||
client
|
||
China Asset
|
||
Management
|
||
(Hong Kong)
|
||
Limited
|
||
6,600 0.02% 0.003% 0.001% Connected
|
||
client
|
||
China Asset
|
||
Management Co.,
|
||
Ltd.
|
||
66,900 0.18% 0.03% 0.02% Connected
|
||
client
|
||
BOCOM
|
||
International Asset
|
||
Management
|
||
Limited
|
||
18,900 0.05% 0.01% 0.004% Connected
|
||
client
|
||
Notes:
|
||
(1) See “Waivers from Strict Compliance with the Requirements under the Listing Rules — Waiver Under Rule 10.04 and
|
||
Consent Under Paragraph 1C(2) of Appendix F1 to the Listing Rules in Respect of Subscriptions of Offer Shares by
|
||
Close Associates of Existing Shareholders as Cornerstone Investors” of the Prospectus and the section headed “Others/
|
||
Additional Information — Placing to existing shareholders and/or its close associates with a prior waiver under Rule
|
||
10.04 and consent under paragraph 1C(1) of the Placing Guidelines” in this announcement for further details.
|
||
(2) The H Shares placed to such allottees are held on behalf of independent third parties (as defined in Chapter 4.15 of the
|
||
Guide for New Listing Applicants, and are in compliance with all the conditions under the consent granted by the Stock
|
||
Exchange. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide
|
||
for New Listing Applicants in relation to allocations to connected clients, please refer to the section headed “Others/
|
||
Additional Information — Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines” in this announcement.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
LOCK-UP UNDERTAKINGS
|
||
Key Persons (as defined under Rule 18C.14 of the Listing Rules)
|
||
Name Capacity
|
||
Number of
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of H
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering subject
|
||
to lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 1
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 1
|
||
Last day subject
|
||
to the lock up
|
||
undertakings
|
||
Note 2
|
||
Dr. Liu Co-founder,
|
||
executive Director
|
||
and chairman of
|
||
the Board
|
||
925,150 — — 0.21% January 7, 2027
|
||
Beijing Lianpai
|
||
Note 3
|
||
Shareholding Plat
|
||
form controlled
|
||
by Dr. Liu
|
||
34,038,390 — — 7.73% January 7, 2027
|
||
Huihui
|
||
Note 4
|
||
Employee
|
||
Incentive
|
||
Platform
|
||
controlled by Dr.
|
||
Liu
|
||
39,482,710 5,922,407 2.75% 8.97% January 7, 2027
|
||
Zhideng
|
||
Note 5
|
||
Employee
|
||
Incentive
|
||
Platform
|
||
controlled by Dr.
|
||
Liu
|
||
27,196,330 4,079,450 1.89% 6.18% January 7, 2027
|
||
Dr. Tang Co-founder 26,835,330 — — 6.10% January 7, 2027
|
||
Dr. Li Co-founder and
|
||
non-executive
|
||
Director
|
||
3,367,760 — — 0.76% January 7, 2027
|
||
Dr. Xu Co-founder 799,040 — — 0.18% January 7, 2027
|
||
Dr. Zhang Co-founder and
|
||
executive Director
|
||
399,520 — — 0.09% January 7, 2027
|
||
Wang Shaolan
|
||
Note 3
|
||
Co-founder and
|
||
deputy general
|
||
manager
|
||
— — — — January 7, 2027
|
||
Yan Xingyu
|
||
Note 4
|
||
Key R&D
|
||
member
|
||
— — — — January 7, 2027
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Name Capacity
|
||
Number of
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of H
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering subject
|
||
to lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 1
|
||
% of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 1
|
||
Last day subject
|
||
to the lock up
|
||
undertakings
|
||
Note 2
|
||
Gu Xiaotao
|
||
Note 4
|
||
Key R&D
|
||
member
|
||
— — — — January 7, 2027
|
||
Zhang Bo
|
||
Note 3
|
||
Key R&D
|
||
member
|
||
— — — — January 7, 2027
|
||
Du Zhengxiao
|
||
Note 4
|
||
Key R&D
|
||
member
|
||
— — — — January 7, 2027
|
||
Subtotal 133,044,230 10,001,857 4.64% 30.22%
|
||
Notes:
|
||
(1) Assuming the Over-allotment Option is not exercised.
|
||
(2) The lock-up period commencing on the date by reference to which disclosure of its shareholding is made in the
|
||
Prospectus and ending on the date which is 12 months from the Listing Date, i.e. January 7, 2027.
|
||
(3) As of the date of this announcement, Mr. Wang Shaolan (a co-founder) and Zhang Bo ( ੵཌྷ ) (our chief scientist) are
|
||
limited partners of Beijing Lianpai and shall be subject to disposal restrictions pursuant to Rule 18C.14 of the Listing
|
||
Rules.
|
||
(4) As of the date of this announcement, Huihui and Zhideng were established as the Employee Ownership Platforms of
|
||
the Group, under which the eligible participants (including the executive Directors, Dr. Liu, Dr. Zhang and Ms. Zhang
|
||
Xiaohan as well as other core R&D employees of the Group) were awarded partnership interest in the Employee
|
||
Ownership Platforms. The core R&D employees for the purpose of Rule 18C.14 of the Listing Rules include the
|
||
followings:
|
||
• Mr. Yan Xingyu, an algorithm expert;
|
||
• Dr. Gu Xiaotao, an algorithm expert; and
|
||
• Dr. Du Zhengxiao, an algorithm expert.
|
||
See “History, Development and Corporate Structure — Employee Ownership Platforms” in the Prospectus for further
|
||
details. All the above executive Directors, senior management members and key persons of the Company shall be subject
|
||
to disposal restrictions pursuant to Rule 18C.14 of the Listing Rules.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
Pathfinder SIIs
|
||
Name Capacity
|
||
Number of
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of H
|
||
shares held in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering subject
|
||
to lock–up
|
||
undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Note 1
|
||
% of
|
||
shareholding
|
||
in the Company
|
||
subject to
|
||
lock–up
|
||
undertakings
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Note 1
|
||
Last day subject
|
||
to the lock up
|
||
undertakings
|
||
Note 2
|
||
Legend Capital SIIs
|
||
Note 3
|
||
Pathfinder SII 27,109,120 27,109,120 12.57% 6.16% January 7, 2027
|
||
Meituan SII
|
||
Note 4
|
||
Pathfinder SII 17,217,310 17,217,310 7.98% 3.91% January 7, 2027
|
||
Subtotal 44,326,430 44,326,430 20.55% 10.07%
|
||
Notes:
|
||
(1) Assuming the Over-allotment Option is not exercised. Each of Legend Capital SIIs and Meituan SII is a pathfinder SII of
|
||
the Company as defined under Chapter 2.5 of the Guide for New Listing Applicants. Please refer to the section headed
|
||
“History, Development and Corporate Structure — Capitalization of our Company” in the Prospectus for further details.
|
||
(2) In accordance with Rule 18C.14(2) of the Listing Rules, the required lock–up period commences on the date by reference
|
||
to which disclosure of its shareholding is made in the Prospectus and ends on the date which is six months from the
|
||
Listing Date, i.e. July 7, 2026. In addition to the lock-up requirement under Rule 18C.14(2) of the Listing Rules, all
|
||
existing Shareholders shall not dispose of any of the Shares held by them within the 12 months following the Listing Date,
|
||
i.e. January 7, 2027, as required under the applicable PRC laws.
|
||
(3) Representing the Shares to be held by Junlian Xiangdao, Junlian Jinfan and Social Security Zhongguancun Innovation
|
||
Fund upon completion of the Global Offering.
|
||
(4) Representing the Shares to be held by Tianjin Sankuai upon completion of the Global Offering.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Controlling Shareholders
|
||
Name
|
||
Number of
|
||
shares held
|
||
in the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of
|
||
H shares held
|
||
in the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering subject
|
||
to lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 1
|
||
% of
|
||
shareholding
|
||
in the Company
|
||
subject to
|
||
lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 1
|
||
Last day subject
|
||
to the lock up
|
||
undertakings
|
||
Note 2
|
||
Dr. Liu 925,150 — — 0.21% January 7, 2027
|
||
Beijing Lianpai 34,038,390 — — 7.73% January 7, 2027
|
||
Huihui 39,482,710 5,922,407 2.75% 8.97% January 7, 2027
|
||
Zhideng 27,196,330 4,079,450 1.89% 6.18% January 7, 2027
|
||
Dr. Tang 26,835,330 — — 6.10% January 7, 2027
|
||
Dr. Li 3,367,760 — — 0.76% January 7, 2027
|
||
Dr. Xu 799,040 — — 0.18% January 7, 2027
|
||
Dr. Zhang 399,520 — — 0.09% January 7, 2027
|
||
Subtotal 133,044,230 10,001,857 4.64% 30.22%
|
||
Notes:
|
||
(1) Assuming the Over-allotment Option is not exercised.
|
||
(2) All existing Shareholders (including the Controlling Shareholders) shall not dispose of any of the Shares held by them within the 12 months following the Listing
|
||
Date as required under the applicable PRC laws.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
Existing Shareholders
|
||
Name
|
||
Note 1
|
||
Number of
|
||
shares held
|
||
in the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of
|
||
H shares held
|
||
in the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering subject
|
||
to lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 2
|
||
% of
|
||
shareholding
|
||
in the Company
|
||
subject to
|
||
lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 2
|
||
Last day subject
|
||
to the lock up
|
||
undertakings
|
||
Note 3
|
||
Dr. Liu 925,150 — — 0.21% January 7, 2027
|
||
Beijing Lianpai 34,038,390 — — 7.73% January 7, 2027
|
||
Huihui 39,482,710 5,922,407 2.75% 8.97% January 7, 2027
|
||
Zhideng 27,196,330 4,079,450 1.89% 6.18% January 7, 2027
|
||
Dr. Tang 26,835,330 — — 6.10% January 7, 2027
|
||
Dr. Li 3,367,760 — — 0.76% January 7, 2027
|
||
Dr. Xu 799,040 — — 0.18% January 7, 2027
|
||
Dr. Zhang 399,520 — — 0.09% January 7, 2027
|
||
Junlian Xiangdao 18,667,750 18,667,750 8.65% 4.24% January 7, 2027
|
||
Junlian Jinfan 1,752,410 1,752,410 0.81% 0.40% January 7, 2027
|
||
Social Security
|
||
Zhongguancun
|
||
Innovation Fund
|
||
6,688,960 6,688,960 3.10% 1.52% January 7, 2027
|
||
Tianjin Sankuai 17,217,310 17,217,310 7.98% 3.91% January 7, 2027
|
||
Qiming Rongqian 5,905,240 2,952,620 1.37% 1.34% January 7, 2027
|
||
Qiming Rongkai 4,113,690 2,056,845 0.95% 0.93% January 7, 2027
|
||
Xinglian Zhaoji 9,519,340 6,696,856 3.10% 2.16% January 7, 2027
|
||
Tongzhi Investments 7,067,670 2,120,300 0.98% 1.61% January 7, 2027
|
||
Shanghai Yunya 5,393,230 5,393,230 2.50% 1.23% January 7, 2027
|
||
Shanghai Feiya 10,691,510 10,691,510 4.96% 2.43% January 7, 2027
|
||
Haihe Fuxin Youda Fund 15,698,000 4,709,400 2.18% 3.57% January 7, 2027
|
||
Tsinghua Technology 15,534,390 — — 3.53% January 7, 2027
|
||
TrendMega 11,349,910 11,349,910 5.26% 2.58% January 7, 2027
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Name
|
||
Note 1
|
||
Number of
|
||
shares held
|
||
in the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of
|
||
H shares held
|
||
in the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering subject
|
||
to lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 2
|
||
% of
|
||
shareholding
|
||
in the Company
|
||
subject to
|
||
lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 2
|
||
Last day subject
|
||
to the lock up
|
||
undertakings
|
||
Note 3
|
||
Dachen Chuanghong 8,233,410 2,470,023 1.15% 1.87% January 7, 2027
|
||
Caizhi Chuangying 584,430 175,329 0.08% 0.13% January 7, 2027
|
||
Beijing Huakong 3,007,520 1,503,760 0.70% 0.68% January 7, 2027
|
||
Qingdao Huakong 5,280,470 2,640,235 1.22% 1.20% January 7, 2027
|
||
Zhongguancun Science
|
||
City
|
||
8,262,110 2,478,633 1.15% 1.88% January 7, 2027
|
||
ZhuhaiHuafa 8,262,110 2,478,633 1.15% 1.88% January 7, 2027
|
||
ZhihuiLinghang 8,262,110 4,131,055 1.92% 1.88% January 7, 2027
|
||
AI Fund 7,955,740 3,977,870 1.84% 1.81% January 7, 2027
|
||
Tencent Investment 6,948,540 6,948,540 3.22% 1.58% January 7, 2027
|
||
Duoxiang Network 6,782,940 6,782,940 3.14% 1.54% January 7, 2027
|
||
CAS Star 5,912,270 1,773,681 0.82% 1.34% January 7, 2027
|
||
Hangzhou Chengtou
|
||
Industrial Fund
|
||
5,783,470 1,735,041 0.80% 1.31% January 7, 2027
|
||
Beijing Shunying 5,211,410 5,211,410 2.42% 1.18% January 7, 2027
|
||
Daxing Industrial Fund 4,957,260 1,735,041 0.80% 1.13% January 7, 2027
|
||
Prosperity7 4,953,900 4,953,900 2.30% 1.13% January 7, 2027
|
||
High-tech Orinno 4,957,260 1,982,904 0.92% 1.13% January 7, 2027
|
||
Xiamen Yaheng 3,823,090 1,911,545 0.89% 0.87% January 7, 2027
|
||
Tianjin Heyuan 3,211,750 3,211,750 1.49% 0.73% January 7, 2027
|
||
Hangzhou Guanghe 601,330 601,330 0.28% 0.14% January 7, 2027
|
||
TAL 3,474,270 3,474,270 1.61% 0.79% January 7, 2027
|
||
Ningbo Mingheng 3,474,270 1,042,281 0.48% 0.79% January 7, 2027
|
||
Hainan Hezun 3,007,520 902,256 0.42% 0.68% January 7, 2027
|
||
Lingyue No.4 2,086,180 625,854 0.29% 0.47% January 7, 2027
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
Name
|
||
Note 1
|
||
Number of
|
||
shares held
|
||
in the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of
|
||
H shares held
|
||
in the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering subject
|
||
to lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 2
|
||
% of
|
||
shareholding
|
||
in the Company
|
||
subject to
|
||
lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 2
|
||
Last day subject
|
||
to the lock up
|
||
undertakings
|
||
Note 3
|
||
Lingyue No.5 392,450 117,735 0.05% 0.09% January 7, 2027
|
||
Wuxi Yunhui 2,325,450 2,325,450 1.08% 0.53% January 7, 2027
|
||
Tianchuang Capital 2,148,150 1,074,075 0.50% 0.49% January 7, 2027
|
||
5G Fund 2,092,900 1,046,450 0.49% 0.48% January 7, 2027
|
||
Shangcheng Linghang 1,652,420 1,321,936 0.61% 0.38% January 7, 2027
|
||
Xiarui Investments 1,652,420 826,210 0.38% 0.38% January 7, 2027
|
||
Lenovo Venture Capital 1,652,420 660,968 0.31% 0.38% January 7, 2027
|
||
Jia’an Qixin 1,652,420 660,968 0.31% 0.38% January 7, 2027
|
||
Jiangmen Venture
|
||
Capital
|
||
1,503,760 451,128 0.21% 0.34% January 7, 2027
|
||
Luster 1,503,760 451,128 0.21% 0.34% January 7, 2027
|
||
Xiaofeng Technology 1,486,720 1,486,720 0.69% 0.34% January 7, 2027
|
||
Huahai Jinpu 1,032,760 1,032,760 0.48% 0.23% January 7, 2027
|
||
Zhaoshang Shuke 992,240 992,240 0.46% 0.23% January 7, 2027
|
||
Innovation Zhiyuan 941,560 282,468 0.13% 0.21% January 7, 2027
|
||
Rongjia Xingpu 866,290 433,145 0.20% 0.20% January 7, 2027
|
||
Lianrong Zhiyuan 860,620 860,620 0.40% 0.20% January 7, 2027
|
||
Lingtou Future 813,820 — — 0.18% January 7, 2027
|
||
Shanchuang Zhizhi 429,200 429,200 0.20% 0.10% January 7, 2027
|
||
Hengqin Shanzhi 429,200 429,200 0.20% 0.10% January 7, 2027
|
||
Zhongxiao Ruizheng 403,030 201,515 0.09% 0.09% January 7, 2027
|
||
Shandong Fuhong 302,100 151,050 0.07% 0.07% January 7, 2027
|
||
Subtotal 402,810,690 178,282,205 82.65% 91.50%
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
Name
|
||
Note 1
|
||
Number of
|
||
shares held
|
||
in the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Number of
|
||
H shares held
|
||
in the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering subject
|
||
to lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 2
|
||
% of
|
||
shareholding
|
||
in the Company
|
||
subject to
|
||
lock–up
|
||
undertakings
|
||
upon Listing
|
||
Note 2
|
||
Last day subject
|
||
to the lock up
|
||
undertakings
|
||
Note 3
|
||
Notes:
|
||
(1) Please refer to the Prospectus for further details.
|
||
(2) Assuming the Over-allotment Option is not exercised.
|
||
(3) The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws.
|
||
Cornerstone Investors
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total
|
||
issued H
|
||
Shares after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of
|
||
shareholding g
|
||
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
|
||
JSC International
|
||
Investment Fund SPC
|
||
(acting for and on
|
||
behalf of Qizhi SP)
|
||
11,985,900 5.56% 2.72% July 7, 2026
|
||
JinYi Capital Multi-
|
||
Strategy Fund SPC
|
||
Ltd. (acting for and on
|
||
behalf of Structured
|
||
Credit SP Fund)
|
||
468,700 0.22% 0.11% July 7, 2026
|
||
Perseverance Asset
|
||
Management
|
||
1,941,800 0.90% 0.44% July 7, 2026
|
||
Shanghai Gaoyi
|
||
and CICC Financial
|
||
Trading Limited (in
|
||
connection with Gaoyi
|
||
OTC Swaps)
|
||
602,600 0.28% 0.14% July 7, 2026
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
% of total
|
||
issued H
|
||
Shares after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of
|
||
shareholding g
|
||
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
|
||
WT Asset
|
||
Management
|
||
3,006,500 1.39% 0.68% July 7, 2026
|
||
Taikang Life 2,008,800 0.93% 0.46% July 7, 2026
|
||
GF Fund 2,812,300 1.30% 0.64% July 7, 2026
|
||
3W Fund 1,205,200 0.56% 0.27% July 7, 2026
|
||
RIME 645,400 0.30% 0.15% July 7, 2026
|
||
Optimas Capital
|
||
Limited
|
||
669,600 0.31% 0.15% July 7, 2026
|
||
Luster LightTech
|
||
International Limited
|
||
334,800 0.16% 0.08% July 7, 2026
|
||
Subtotal 25,681,600 11.91% 5.83%
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
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 fully
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option is
|
||
exercised)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is fully
|
||
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 fully
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Top 1 11,985,900 40.04% 33.72% 32.03% 27.85% 33,161,010 7.53% 7.44%
|
||
Top 5 22,357,900 74.69% 62.89% 59.75% 51.96% 43,533,010 9.89% 9.76%
|
||
Top 10 26,433,200 88.30% 74.36% 70.64% 61.43% 47,608,310 10.81% 10.68%
|
||
Top 25 31,189,000 104.19% 87.74% 83.35% 72.48% 69,402,260 15.76% 15.57%
|
||
Notes
|
||
* Ranking of placees is based on the number of Offer Shares allotted to the placees.
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H 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
|
||
Shares are
|
||
issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option is
|
||
exercised)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised
|
||
and new
|
||
Shares are
|
||
issued)
|
||
Number of H
|
||
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
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
total Shares
|
||
held upon
|
||
Listing
|
||
Top 1 — 0.00% 0.00% 0.00% 0.00% 27,109,120 6.16% 6.08% 27,109,120
|
||
Top 5 11,985,900 40.04% 33.72% 32.03% 27.85% 91,938,524 20.88% 20.62% 104,922,090
|
||
Top 10 11,985,900 40.04% 33.72% 32.03% 27.85% 129,700,427 29.46% 29.09% 273,496,220
|
||
Top 25 22,357,900 74.69% 62.89% 59.75% 51.96% 179,739,931 40.83% 40.31% 362,739,160
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of Shares held by the Shareholders upon Listing.
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
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
|
||
Shares are
|
||
issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option is
|
||
exercised)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised
|
||
and new
|
||
Shares are
|
||
issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
total Shares
|
||
held upon
|
||
Listing
|
||
Number of
|
||
total shares
|
||
held upon
|
||
listing as
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Number of
|
||
total shares
|
||
held upon
|
||
listing as
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised
|
||
and new
|
||
Shares are
|
||
issued)
|
||
Top 1 — 0.00% 0.00% 0.00% 0.00% 10,001,857 133,044,230 30.22% 29.84%
|
||
Top 5 11,985,900 40.04% 33.72% 32.03% 27.85% 83,322,887 227,118,680 51.59% 50.94%
|
||
Top 10 12,454,600 41.60% 35.04% 33.28% 28.94% 120,945,102 296,273,350 67.30% 66.45%
|
||
Top 25 12,483,000 41.70% 35.12% 33.36% 29.01% 174,002,129 385,066,300 87.47% 86.37%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by the
|
||
public will be conditionally allocated on the basis set out below:
|
||
Pool A
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
100 92,859 4,643 out of 92,859 applicants to receive 100 H Shares 5.00%
|
||
200 12,235 897 out of 12,235 applicants to receive 100 H Shares 3.67%
|
||
300 5,502 505 out of 5,502 applicants to receive 100 H Shares 3.06%
|
||
400 13,605 1,462 out of 13,605 applicants to receive 100 H Shares 2.69%
|
||
500 4,461 543 out of 4,461 applicants to receive 100 H Shares 2.43%
|
||
600 1,699 229 out of 1,699 applicants to receive 100 H Shares 2.25%
|
||
700 1,068 157 out of 1,068 applicants to receive 100 H Shares 2.10%
|
||
800 2,695 425 out of 2,695 applicants to receive 100 H Shares 1.97%
|
||
900 1,784 300 out of 1,784 applicants to receive 100 H Shares 1.87%
|
||
1,000 10,763 1,918 out of 10,763 applicants to receive 100 H Shares 1.78%
|
||
1,500 3,513 783 out of 3,513 applicants to receive 100 H Shares 1.49%
|
||
2,000 3,709 969 out of 3,709 applicants to receive 100 H Shares 1.31%
|
||
2,500 1,896 560 out of 1,896 applicants to receive 100 H Shares 1.18%
|
||
3,000 2,337 764 out of 2,337 applicants to receive 100 H Shares 1.09%
|
||
3,500 1,331 474 out of 1,331 applicants to receive 100 H Shares 1.02%
|
||
4,000 1,816 696 out of 1,816 applicants to receive 100 H Shares 0.96%
|
||
4,500 1,141 467 out of 1,141 applicants to receive 100 H Shares 0.91%
|
||
5,000 2,813 1,218 out of 2,813 applicants to receive 100 H Shares 0.87%
|
||
6,000 1,693 811 out of 1,693 applicants to receive 100 H Shares 0.80%
|
||
7,000 1,329 693 out of 1,329 applicants to receive 100 H Shares 0.74%
|
||
8,000 1,460 820 out of 1,460 applicants to receive 100 H Shares 0.70%
|
||
9,000 1,302 750 out of 1,302 applicants to receive 100 H Shares 0.64%
|
||
10,000 7,925 4,888 out of 7,925 applicants to receive 100 H Shares 0.62%
|
||
20,000 5,297 100 H Shares 0.50%
|
||
30,000 2,898 100 H Shares plus 406 out of 2,898 applicants to receive an
|
||
additional 100 H Shares
|
||
0.38%
|
||
40,000 2,914 100 H Shares plus 933 out of 2,914 applicants to receive an
|
||
additional 100 H Shares
|
||
0.33%
|
||
|
||
Total 190,045 Total number of Pool A successful applicants: 36,081
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
Pool B
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
50,000 6,994 100 H Shares plus 3,497 out of 6,994 applicants to receive an
|
||
additional 100 H Shares
|
||
0.30%
|
||
60,000 1,398 100 H Shares plus 1,010 out of 1,398 applicants to receive an
|
||
additional 100 H Shares
|
||
0.29%
|
||
70,000 817 100 H Shares plus 764 out of 817 applicants to receive an
|
||
additional 100 H Shares
|
||
0.28%
|
||
80,000 700 200 H Shares plus 99 out of 700 applicants to receive an
|
||
additional 100 H Shares
|
||
0.27%
|
||
90,000 550 200 H Shares plus 188 out of 550 applicants to receive an
|
||
additional 100 H Shares
|
||
0.26%
|
||
100,000 2,340 200 H Shares plus 1,014 out of 2,340 applicants to receive an
|
||
additional 100 H Shares
|
||
0.24%
|
||
200,000 915 400 H Shares plus 366 out of 915 applicants to receive an
|
||
additional 100 H Shares
|
||
0.22%
|
||
300,000 328 600 H Shares plus 99 out of 328 applicants to receive an
|
||
additional 100 H Shares
|
||
0.21%
|
||
400,000 187 800 H Shares 0.20%
|
||
500,000 129 900 H Shares 0.18%
|
||
600,000 78 1,000 H Shares 0.17%
|
||
700,000 43 1,100 H Shares 0.16%
|
||
800,000 56 1,200 H Shares 0.15%
|
||
935,500 291 1,300 H Shares 0.14%
|
||
Total 14,826 Total number of Pool B successful applicants: 14,826
|
||
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 Offer Price in addition to any brokerage, AFRC transaction
|
||
levy, SFC transaction levy and trading fee payable.
|
||
|
||
|
||
--- page 24 ---
|
||
24
|
||
The Directors and the Overall Coordinators confirm that at least 50% of the total number of
|
||
the Offer Shares (excluding any Offer Shares to be issued pursuant to the exercise of the Over-
|
||
allotment Option, if any) have been allocated to and taken up by independent price setting investors
|
||
in compliance with Rule 18C.08 of the Listing Rules.
|
||
The Directors further confirm that at least 10% of the issued share capital of the Company will be
|
||
held by sophisticated independent investors at the time of Listing in compliance with Chapter 2.5 of
|
||
the Guide for New Listing Applicants.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Reallocation
|
||
As the Hong Kong Public Offering has been over-subscribed by more than 50 times of the total
|
||
number of Offer Shares initially available under the Hong Kong Public Offering, the reallocation
|
||
procedure as disclosed in the section headed “Structure of the Global Offering — The Hong Kong
|
||
Public Offering — Reallocation and Clawback” in the Prospectus has been applied.
|
||
The number of Offer Shares initially available under the Hong Kong Public Offering is 1,871,000
|
||
Shares, representing approximately 5% of the total number of Offer Shares initially available under
|
||
the Global Offering (assuming the Over-allotment Option is not exercised). As a result of such
|
||
reallocation, the final number of Offer Shares under the Hong Kong Public Offering is adjusted to
|
||
7,483,900 Shares, representing 20% of the total number of Offer Shares initially available under the
|
||
Global Offering (assuming the Over-allotment Option is not exercised).
|
||
Placing to existing shareholders and/or its close associates with a prior waiver under Rule
|
||
10.04 of the Listing Rules and consent under paragraph 1C(1) of the Placing Guidelines
|
||
We have applied for a waiver under Rule 10.04 of the Listing Rules and consent under paragraph
|
||
1C(2) of Appendix F1 to the Listing Rules to permit the existing shareholders and/or its close
|
||
associates to participate as cornerstone investors or placees in the Global Offering to subscribe
|
||
for the Offer Shares to be issued by the Company under the International Offering (together, the
|
||
“Existing Shareholder Participants ”). The Stock Exchange has agreed to grant the requested
|
||
consent subject to the conditions that:
|
||
(a) the Company will comply with the public float requirements of Rules 19A.13A and 18C.08 of
|
||
the Listing Rules and the free float requirements of Rule 19A.13C of the Listing Rules;
|
||
(b) the Company and the Sole Sponsor confirm that no preferential treatment has been, nor
|
||
will be, directly or indirectly, given to the Existing Shareholder Participants, as cornerstone
|
||
investors or placees by virtue of their relationship with the Company in any allocation in
|
||
the Global Offering, other than the preferential treatment of assured entitlement under the
|
||
cornerstone investments at the Offer Price and the terms are substantially the same as other
|
||
cornerstone investors; and
|
||
(c) details of the subscription of the Offer Shares by the Existing Shareholder Participants as
|
||
cornerstone investors under the Global Offering are disclosed in the Prospectus, and details of
|
||
the allocation will be disclosed in this allotment results announcement.
|
||
|
||
|
||
--- page 25 ---
|
||
25
|
||
For details of the allocations of Offer Shares to such Existing Shareholder Participants, please
|
||
refer to the section headed “Allotment Results Details — International Offering — Allottees with
|
||
Waivers/Consents Obtained” in this announcement.
|
||
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of their
|
||
connected distributors pursuant to the Placing Guidelines.
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
|
||
consent under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate such
|
||
Offer Shares in the International Offering to the connected clients. The allocation of Offer Shares
|
||
to such connected clients is in compliance with all the conditions under the consent granted by the
|
||
Stock Exchange. Details of the placement to connected clients are set out below:
|
||
No.
|
||
Connected
|
||
Distributor Connected client Relationship
|
||
Identities of
|
||
the ultimate
|
||
beneficial
|
||
owners of the
|
||
Offer Shares
|
||
or, where
|
||
applicable,
|
||
details of the
|
||
structured
|
||
products under
|
||
which the
|
||
subscription by
|
||
the Connected
|
||
Client was made
|
||
(e.g. OTC total
|
||
return swaps)
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment
|
||
scheme which is
|
||
not authorised
|
||
by the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of
|
||
such scheme
|
||
Amount of Offer
|
||
Shares to be
|
||
allocated to the
|
||
Connected Client
|
||
(based on the
|
||
Offer Price of
|
||
HK$116.20 per
|
||
H Share)
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer Shares
|
||
under the
|
||
Global Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Part A — Connected Client holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of independent third parties
|
||
1. China Internation
|
||
al Capital
|
||
Corporation
|
||
Hong Kong
|
||
Securities
|
||
Limited
|
||
(“CICCHKS”)
|
||
CICC Financial
|
||
Trading Limited
|
||
(CICC FT)
|
||
CICC FT is a
|
||
member of the
|
||
same group of
|
||
CICCHKS
|
||
Please refer to
|
||
note (1).
|
||
N 602,600 1.61% 0.14%
|
||
Please refer to
|
||
note (2).
|
||
N 92,300 0.25% 0.02%
|
||
2. Huatai Financial
|
||
Holdings (Hong
|
||
Kong) Limited
|
||
(“HTFH”)
|
||
Huatai Capital
|
||
Investment
|
||
Limited
|
||
(“HTCI”)
|
||
HTFH and
|
||
HTCI are fellow
|
||
subsidiaries
|
||
of Huatai
|
||
Securities Co.,
|
||
Ltd. (“Huatai
|
||
Securities”)
|
||
Please refer to
|
||
note (3).
|
||
N 147,600 0.39% 0.03%
|
||
Please refer to
|
||
note (4).
|
||
N 18,900 0.05% 0.004%
|
||
3. Guotai Junan
|
||
Securities (Hong
|
||
Kong) Limited
|
||
(“Guotai
|
||
Junan”)
|
||
Guotai Junan
|
||
Investments
|
||
(Hong Kong)
|
||
Limited
|
||
(“GTJAI”)
|
||
GTJAI is a
|
||
member of the
|
||
same group of
|
||
Guotai Junan
|
||
Please refer to
|
||
note (5).
|
||
N 88,700 0.24% 0.02%
|
||
|
||
|
||
--- page 26 ---
|
||
26
|
||
No.
|
||
Connected
|
||
Distributor Connected client Relationship
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf of
|
||
such scheme
|
||
Amount of Offer
|
||
Shares to be
|
||
allocated to the
|
||
Connected Client
|
||
(based on the Offer
|
||
Price of HK$116.20
|
||
per H Share)
|
||
Approximate
|
||
percentage of total
|
||
number of Offer
|
||
Shares under the
|
||
Global Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage of total
|
||
issued share capital
|
||
after the Global
|
||
Offering (assuming
|
||
no exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Part B — Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
1. China Merchants
|
||
Securities (HK) Co.
|
||
(“CMS”) and CMB
|
||
International Capital
|
||
Limited (“ CMBI”)
|
||
Bosera Asset
|
||
Management
|
||
(International) Co.,
|
||
Limited (“ Bosera
|
||
AM”) (Note 6)
|
||
Bosera AM is a
|
||
member of the same
|
||
group of CMS and
|
||
CMBI
|
||
N 13,400 0.04% 0.003%
|
||
2. Guotai Junan
|
||
Securities (Hong
|
||
Kong) Limited
|
||
(“Guotai Junan ”)
|
||
and Haitong
|
||
International
|
||
Securities Company
|
||
Limited (“ Haitong
|
||
IS”)
|
||
Fullgoal Fund
|
||
Management Co.,
|
||
Ltd and Fullgoal
|
||
Asset Management
|
||
(HK) Limited
|
||
(collectively,
|
||
“Fullgoal Funds ”)
|
||
(Note 7)
|
||
Fullgoal Funds
|
||
are members of
|
||
the same group of
|
||
Guotai Junan and
|
||
Haitong IS
|
||
N 66,900 0.18% 0.02%
|
||
Haitong
|
||
International Asset
|
||
Management
|
||
(HK) Limited
|
||
and Haitong
|
||
International
|
||
Investment
|
||
Managers Limited
|
||
(collectively,
|
||
“Haitong AMs ”)
|
||
(Note 8)
|
||
Haitong AMs are
|
||
members of the
|
||
same group of
|
||
Guotai Junan and
|
||
Haitong IS
|
||
N 6,600 0.02% 0.001%
|
||
3. CITIC Securities
|
||
Brokerage (HK)
|
||
Limited (“ CSB”)
|
||
China Asset
|
||
Management (Hong
|
||
Kong) Limited
|
||
(“ChinaAMC HK”)
|
||
(Note 9)
|
||
ChinaAMC HK
|
||
and ChinaAMC
|
||
are members of the
|
||
same group of CSB
|
||
N 6,600 0.02% 0.001%
|
||
China Asset
|
||
Management
|
||
Co., Ltd.
|
||
(“ChinaAMC”)
|
||
(Note 10)
|
||
N 66,900 0.18% 0.02%
|
||
4. BOCOM
|
||
International
|
||
Securities Limited
|
||
(“BOCOMI
|
||
Securities ”)
|
||
BOCOM
|
||
International Asset
|
||
Management
|
||
Limited
|
||
(“BOCOMI AM ”)
|
||
(Note 11)
|
||
BOCOMI AM is
|
||
a members of the
|
||
same group of
|
||
BOCOMI Securities
|
||
N 18,900 0.05% 0.004%
|
||
|
||
|
||
--- page 27 ---
|
||
27
|
||
Notes:
|
||
(1) CICC FT has entered into cornerstone investment agreements with the Company, the Sole Sponsor and the Sponsor-OC, to
|
||
participate as a cornerstone investor in the Global Offering to subscribe for the Offer Shares to be issued by the Company
|
||
under the International Offering.
|
||
CICC FT and China International Capital Corporation Limited has entered into a series of cross border delta-one OTC
|
||
swap transactions (collectively, the Gaoyi OTC Swaps) with each other and the ultimate clients (the “CICC FT Ultimate
|
||
Clients (Gaoyi)”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the Gaoyi
|
||
OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate
|
||
Clients (Gaoyi), subject to customary fees and commissions. The Gaoyi OTC Swaps will be fully funded by the CICC FT
|
||
Ultimate Clients (Gaoyi). During the terms of the Gaoyi OTC Swaps, all economic returns of the Offer Shares subscribed
|
||
by CICC FT will be passed to the CICC FT Ultimate Clients (Gaoyi) and all economic loss shall be borne by the CICC FT
|
||
Ultimate Clients (Gaoyi) through the Gaoyi OTC Swaps, and CICC FT will not take part in any economic return or bear any
|
||
economic loss in relation to the Offer Shares.
|
||
To the best of CICC FT’s knowledge having made all reasonable inquiries, each of the CICC FT Ultimate Clients (Gaoyi) is
|
||
an independent third party of CICC FT, CICCHKS and the companies which are members of the same group of CICCHKS,
|
||
and no single ultimate beneficial owner holds 30% or more interests in each of the CICC FT Ultimate Clients (Gaoyi).
|
||
(2) CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one OTC swap
|
||
transactions (collectively, the “ CICC FT OTC Swaps ”) with each other and the ultimate clients (the “ CICC FT Underlying
|
||
Clients”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the CICC FT OTC
|
||
Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Underlying Clients,
|
||
subject to customary fees and commissions.
|
||
The CICC FT Ultimate Clients include (i) Hengze Jinze No. E49 Private Equity Securities Investment Fund (ዣE49
|
||
ږIts fund manager is Beijing Hengde Shidai Private Equity Fund Management Co., Ltd. (˾
|
||
ʮ̡ ), which is ultimately controlled as to 45% by Wang Yu (ّ45% by Yu Yan ( ༾Ԋ ) and 10% by
|
||
Duan Gengchao (һ൴ ). Except for Pan Jianyue, none of the ultimate beneficial owners of Hengze Jinze No. E49 Private
|
||
Equity Securities Investment Fund holds an interest of 30% or more; (ii) Wangzheng Gongying No. 17 Private Securities
|
||
Investment Fund ( ૐ͍ᙊ 17ږIts fund manager is Shenzhen Upright Asset Management Company
|
||
Limited (ʮ̡ ), which is controlled as to 94% by Qu Qin ( ᓻೞ ) and as to 6% by Wang Penghui
|
||
(ˮᘄሾ ). Except for Qu Qin, none of the ultimate beneficial owners of Wangzheng Gongying No. 17 Private Securities
|
||
Investment Fund holds an interest of 30% or more; (iii) Zuoqihe Tianxia No.9 Private Securities Investment Fund ( ̸઼ͫ
|
||
˂ɨ9ږIts fund manager is Shanghai Zuoqi Private Equity Fund Management Co., Ltd. ( ɪऎ̸઼ӷ
|
||
ʮ̡ ), which is controlled as to 85.7143% by Duan Juanjuan (ࢇࢇݬand 14.2857% by Xia Shan (ޙࢀ .)
|
||
Except for Duan Juanjuan, none of the ultimate beneficial owners of Zuoqihe Tianxia No.9 Private Securities Investment
|
||
Fund holds an interest of 30% or more; and (iv) Baoyin Duokong Stable No.1 (ᖢ1), Baoyin Duokong Stable
|
||
No.2 (ᖢ2) and Baoyin Jinqu No.1 (ვආ՟1). Its fund manager is Shanghai Baoyin Private Equity Fund
|
||
Management Co., Ltd. (ʮ̡ ), which is controlled as to 84.1% by Li Mo ( ҽኈ)and as to 15.9%
|
||
by Shanghai Baoyin Investment Consulting Co., Ltd. (ʮ̡ ). None of the limited partners of Baoyin
|
||
Duokong Stable No.1, Baoyin Duokong Stable No.2 and Baoyin Jinqu No.1 hold an interest of 30% or more.
|
||
To the best knowledge of CICC FT after due enquiry, each of the CICC FT Underlying Clients is an independent third party
|
||
of the Company, its subsidiaries, CICC FT and CICCHKS and the companies which are members of the same group of
|
||
CICCHKS.
|
||
(3) PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public offerings
|
||
(“IPOs”) in Hong Kong. However, PRC investors are permitted to invest in products issued by appropriate domestic
|
||
securities firms licensed to undertake cross-border derivatives trading activities. In connection with such products, the
|
||
licensed domestic securities firms, through their Hong Kong affiliates, may participate in Hong Kong IPOs either as placees
|
||
or cornerstone investors (the “ Cross-border Derivatives Trading Regime ”).
|
||
Huatai Securities, 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
|
||
|
||
|
||
--- page 28 ---
|
||
28
|
||
subsidiary, Huatai Capital Investment Limited (“ HTCI”) to set out the principal terms of any future total return swap
|
||
between Huatai Securities and HTCI.
|
||
HTFH is the one of the Overall Coordinators and Underwriters in connection with the Global Offering. Pursuant to the
|
||
ISDA Agreement, HTCI, which intends to participate in the Global Offering as a placee, will hold the beneficial interest
|
||
of the Offer Shares on a non-discretionary basis as the single underlying holder under a back-to-back total return swap
|
||
(the “ Back-to-back TRS ”) to be entered by HTCI in connection with a Client TRS (as defined below) placed by and fully
|
||
funded (i.e. with no financing provided by HTCI) by the Huatai Onshore Ultimate Clients (as defined below), by which,
|
||
HTCI will, subject to customary fees and commissions, pass the full economic exposure of the Offer Shares ultimately to the
|
||
Huatai Onshore Ultimate Clients, which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the
|
||
Huatai Onshore Ultimate Clients. HTFH, the Overall Coordinator and Underwriter, and HTCI are indirectly wholly-owned
|
||
subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a “connected client” of HTFH pursuant to paragraph
|
||
13(7) of the Placing Guidelines.
|
||
Pursuant to the Cross-border Derivatives Trading Regime, 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 Onshore Ultimate Clients, through
|
||
their respective investment managers as applicable, will place a total return swap order (the “ Client TRS ”) with Huatai
|
||
Securities in connection with the Company’s IPO and Huatai Securities will place a Back-to-back TRS order to HTCI on
|
||
the terms of the ISDA Agreement. In order to hedge its exposure under the Back-to-back TRS, HTCI participates in the
|
||
Company’s IPO and subscribes the Offer Shares through placing order with HTFH during the International Offering.
|
||
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back-to-back TRS in connection with the Client
|
||
TRS order placed by the Huatai Onshore Ultimate Clients. Pursuant to the terms of the contracts of the Back-to-back
|
||
TRS and the Client TRS, during the tenor of the Back-to-back TRS and the Client TRS, subject to customary fees and
|
||
commissions, all economic returns of the Offer Shares will be ultimately passed to the Huatai Onshore Ultimate Clients
|
||
through the Back-to-back TRS and the Client TRS and all economic loss shall be ultimately borne by the Huatai Onshore
|
||
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 Onshore 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 Onshore Ultimate Clients
|
||
would bear the exchange rate exposure of the profit and loss on settlement date.
|
||
The Huatai Onshore Ultimate Clients may exercise an early termination right to terminate the Client TRS at its own
|
||
discretion. Upon the termination upon maturity or early termination of the Client TRS by the Huatai Onshore Ultimate
|
||
Clients, HTCI will dispose the Offer Shares on the secondary market and the Huatai Onshore Ultimate Clients will receive
|
||
a final settlement amount in cash in accordance with the terms and conditions of the Back-to-back TRS and the Client TRS
|
||
which should have taken into account all the economic returns or economic loss in relation to the Offer Shares. If upon the
|
||
maturity of the Client TRS, the Huatai Onshore Ultimate Clients intend to extend the investment period, subject to further
|
||
agreement between Huatai Securities and the relevant Huatai Onshore 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 Onshore Ultimate Clients, each being an onshore client who places a Client TRS order
|
||
with Huatai Securities in connection with the IPO of the Company. HTCI will not exercise the voting right of the Offer
|
||
Shares during the tenor of the Back-to-back TRS.
|
||
During the life of the Client TRS and Back-to-back TRS, HTCI may continue to hold the Offer Shares in its custodian
|
||
account, or to hold some or all of the Offer Shares in a prime brokerage account for stock borrowing purposes, where HTCI
|
||
will lend out its holding of underlying Offer Shares in the form of stock borrowing loans consistent with market practice
|
||
to lower its finance costs, provided that HTCI has the ability to call back the Offer Shares on loan at any time in order
|
||
to satisfy its obligations under the Back-to-back TRS to ensure the economic interests are ultimately passed to the Huatai
|
||
Onshore Ultimate Clients.
|
||
|
||
|
||
--- page 29 ---
|
||
29
|
||
HTCI will purchase and hold the Offer Shares on a non-discretionary basis in accordance with the instruction from
|
||
and for and on behalf of its underlying clients (the “ HTCI Underlying Clients ”), namely (i) Beijing Yuanfeng Private
|
||
Equity Fund Management Partnership (Limited Partnership) (၍ଣΥྫΆุ (Υྫ )) (“ Beijing
|
||
Yuanfeng”). None of ultimate beneficial owners holds an interest of 30% or more in Beij ing Yuanfeng . The general
|
||
partner of Beijing Yuanfeng is Shanghai Rongyu Enterprise Management Partnership (Limited Partnership) ( ɪऎᔿ
|
||
Υྫ ) (“ Shanghai Rongyu ”). None of ultimate beneficial owners holds an interest
|
||
of 30% or more in Shanghai Rongyu. The largest limited partner of Beijing Yuanfeng is Hangzhou Xinyu Youxuan
|
||
Investment Management Partnership Enterprise (Limited Partnership) (Υྫ )
|
||
(“Hangzhou Xinyu ”), holding approximately 91% partnership. None of ultimate beneficial owners holds an interest
|
||
of 30% or more in Hangzhou Xinyu; (ii) Daohe Chengguang Private Equity Securities Investment Fund (Έ
|
||
ږ“( ) Daohe Chengguang ”). The fund manager of Daohe Chengguang is Shanghai Daohe Private
|
||
Equity Fund Management Co., Ltd. (ʮ̡ ), which is controlled as to 65% by Zhao Bin
|
||
(Ⴛⅳ ), 21% by Li Jianan ( ҽԳӲ ) and 14% by Tong Bo (تiii) Zhongke Chuangxing Technology Investment Co., Ltd.
|
||
(ʮ̡ ). Except for Mi Lei ( Ϸᆾ ), none of the ultimate beneficial owners of Zhongke Chuangxing
|
||
Technology Investment Co., Ltd. holds an interest of 30% or more.
|
||
To the best of HTFH’s knowledge and after making all reasonable enquiries, each of the Huatai Onshore Ultimate Clients is
|
||
an independent third party of (i) the Company, the connected person or the associates thereof, and (ii) HTCI, HTFH and the
|
||
companies which are members of the same group of HTCI.
|
||
(4) HTFH is one of the Overall Coordinators and Underwriters in connection with the Global Offering. Pursuant to an ISDA
|
||
Agreement, HTCI, which intends to participate in the Global Offering as a placee, will hold the beneficial interest of the
|
||
Offer Shares on a non-discretionary basis as the single underlying holder under a back-to-back total return swap (the
|
||
“Back-to-back TRS ”) to be entered by HTCI in connection with a Client TRS (as defined below) placed by and fully funded
|
||
(i.e. with no financing provided by HTCI) by the Huatai Offshore Ultimate Client (as defined below), by which, HTCI will,
|
||
subject to customary fees and commissions, pass the full economic exposure of the Offer Shares to the Huatai Offshore
|
||
Ultimate Client, which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the Huatai Offshore
|
||
Ultimate Client. Accordingly, HTCI is considered as a “connected client” of HTFH pursuant to paragraph 13(7) of the
|
||
Placing Guidelines.
|
||
The offshore investor (the “ Huatai Offshore Ultimate Client ”), through its respective investment manager, will place
|
||
a total return swap order (the “ Client TRS ”) with HTCI in connection with the Company’s IPO. In order to hedge its
|
||
exposure under the Client TRS, HTCI participates in the Company’s IPO and subscribes the Offer Shares through placing
|
||
order with HTFH during the International Offering.
|
||
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Client TRS order placed by the Huatai Offshore
|
||
Ultimate Client. Pursuant to the terms of the Client TRS, during the tenor of the Client TRS, subject to customary fees and
|
||
commissions, all economic returns of the Offer Shares will be ultimately passed to the Huatai Offshore Ultimate Client
|
||
through the Client TRS and all economic loss shall be ultimately borne by the Huatai Offshore Ultimate Client. HTCI will
|
||
not take any economic return or bear any economic loss in relation to the Offer Shares.
|
||
The Huatai Offshore Ultimate Client may exercise an early termination right to terminate the Client TRS at any time from
|
||
the issue date of the Client TRS which should be on or after the date on which the Offer Shares are listed on the Stock
|
||
Exchange at their own discretion. Upon the termination upon maturity or early termination of the Client TRS by the Huatai
|
||
Offshore Ultimate Client, HTCI will dispose the Offer Shares on the secondary market and the Huatai Offshore Ultimate
|
||
Client will receive a final settlement amount of the Client TRS in cash in accordance with the terms and conditions of the
|
||
Client TRS which should have taken into account all the economic returns or economic loss in relation to the Offer Shares.
|
||
If upon the maturity of the Client TRS, the Huatai Offshore Ultimate Client intends to extend the investment period, subject
|
||
to further agreement between HTCI and the relevant Huatai Offshore Ultimate Client, the term of the Client TRS could be
|
||
extended 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 Offshore Ultimate Client, being the client who places a Client TRS order with HTCI in
|
||
connection with the IPO of the Company. HTCI will not exercise the voting right of the Offer Shares during the tenor of the
|
||
Client TRS.
|
||
During the life of the Client TRS, HTCI may continue to hold the Offer Shares in its custodian account, or to hold some or
|
||
all of the Offer Shares in a prime brokerage account for stock borrowing purposes, where HTCI will lend out its holding
|
||
of underlying Offer Shares in the form of stock borrowing loans consistent with market practice to lower its finance costs,
|
||
provided that HTCI has the ability to call back the Offer Shares on loan at any time in order to satisfy its obligations under
|
||
the Client TRS to ensure the economic interests are ultimately passed to the Huatai Offshore Ultimate Client.
|
||
|
||
|
||
--- page 30 ---
|
||
30
|
||
HTCI will purchase and hold the Offer Shares on a non-discretionary basis in accordance with the instruction from and for
|
||
and on behalf of its underlying client (the “ HTCI Underlying Client ”), namely KSICN SPC SUB KSICN SP2. Except for
|
||
Zhu Lei, none of the ultimate beneficial owners of KSICN SPC SUB KSICN SP2 holds an interest of 30% or more.
|
||
To the best of HTFH’s knowledge and after making all reasonable enquiries, the Huatai Offshore Ultimate Client is an
|
||
independent third party of (i) the Company, the connected person or the associates thereof, and (ii) HTCI, HTFH and the
|
||
companies which are members of the same group of HTCI.
|
||
(5) It is proposed that GTJAI participates as placee to subscribe for the Offer Shares under the International Offering (the
|
||
“GTJAI Subscription ”).
|
||
In relation to the GTJAI Subscription, GTJAI shall hold the Offer Shares for hedging purpose as the single underlying asset
|
||
of several sets of back-to-back total return swap transaction (the “ GTHT Back-to-back TRS ”) to be entered into between
|
||
GTJAI and Guotai Haitong Securities Co., Ltd. (the “ GTHT Onshore Parent ”) in connection with several total return
|
||
swap orders (the “ GTHT Client TRS ”) to be entered into by GTHT Onshore Parent and several underlying clients (the
|
||
“GTHT Onshore Underlying Clients ”), respectively. Such GTHT Client TRS is to be fully funded by the GTHT Onshore
|
||
Underlying Client. GTJAI will hold the Offer Shares on a non-discretionary basis for the purpose of hedging the economic
|
||
exposure under the GTHT Back-to-back TRS and GTHT Client TRS only. During the tenor of the GTHT Client TRS, all
|
||
economic returns of the Offer Shares will be passed to the GTHT Onshore Underlying Clients and all economic losses shall
|
||
be borne by the GTHT Onshore Underlying Client, subject to the terms and conditions of the GTHT Back-to-back TRS and
|
||
GTHT Client TRS, and GTJAI will not take part in any economic return or bear any economic loss in relation to the price
|
||
of the Offer Shares. The GTHT Onshore Underlying Client may request to redeem the Offer Shares at their own discretion,
|
||
upon which GTJAI shall dispose of the Offer Shares and settle the GTHT Back-to-back TRS and GTHT Client TRS in cash
|
||
in accordance with the terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS documents. Due to its
|
||
internal policy, GTJAI will not exercise the voting right attaching to the Offer Shares during the tenor of the GTHT Back-to-
|
||
back TRS and GTHT Client TRS.
|
||
To the best knowledge, information and belief of GTJA Investments after due enquiry, the GTJA Onshore Ultimate Clients
|
||
and their respective ultimate beneficial owners holding 30% or more interest include (i) Splendid Zhonghe (Tianjin)
|
||
Investment Management Co., Ltd. ( ᎀᔐʕձ(ݵ)ʮ̡ ). Except for Wang Diansuo ( ˮํᕁ ), none of
|
||
the ultimate beneficial owners of Splendid Zhonghe (Tianjin) Investment Management Co., Ltd. holds an interest of 30%
|
||
or more; (ii) Qingdao Roadshow Investment Management Co., Ltd. (ʮ̡ ). Except for Zhang
|
||
Chengyong (ۇnone of the ultimate beneficial owners of Qingdao Roadshow Investment Management Co., Ltd. holds
|
||
an interest of 30% or more; (iii) Shanghai Qufeng International Trade Co., Ltd. (ʮ̡ ). Except for
|
||
Yang Lu ( เⶨ ), none of the ultimate beneficial owners of Shanghai Qufeng International Trade Co., Ltd. holds an interest
|
||
of 30% or more; (iv) Jedi Asset Management, LLC (ʮ̡ ). Except for Ding Hai ( ɕऎ ), none of
|
||
the ultimate beneficial owners of Jedi Asset Management, LLC holds an interest of 30% or more; (v) Shanghai Panjing
|
||
Investment Center (Limited Partnership) ( ɪऎᆵԯҳ༟၍ଣʕː (Υྫ )). None of the ultimate beneficial owners of
|
||
Shanghai Panjing Investment Center (Limited Partnership) holds an interest of 30% or more; and (vi) Zhejiang Junhong
|
||
Asset Management Co., Ltd. (ʮ̡ ). Except for Lan Jun (ڲnone of the ultimate beneficial
|
||
owners of Zhejiang Junhong Asset Management Co., Ltd. holds an interest of 30% or more.
|
||
To the best knowledge of GTJAI after due enquiry, each of the GTHT Onshore Underlying Clients is an independent third
|
||
party of the Company, its subsidiaries, GTJAI and Guotai Junan and the companies which are members of the same group
|
||
of Guotai Junan.
|
||
(6) It is proposed that Bosera AM proposes to subscribe for and hold 13,400 Offer Shares (the “ Proposed Bosera AM
|
||
Subscription ”) under the International Offering in accounts in its capacity as the discretionary fund manager managing
|
||
assets on behalf of its ultimate clients (the “ Bosera AM Underlying Clients ”).
|
||
The Bosera AM Underlying Clients include (i) Bosera Global Select Equity Fund SP and (ii) Bosera Hong Kong Equity
|
||
Plus Fund. The ultimate beneficial owner of Bosera Global Select Equity Fund SP is Zhang Lei, who holds 53.67% of the
|
||
equity interest in Bosera Global Select Equity Fund SP. Bosera Hong Kong Equity Plus Fund is an SFC authorized Fund. As
|
||
confirmed by Bosera AM, none of other Bosera AM Underlying Clients hold an interest of 30% or more therein.
|
||
To the best knowledge of Bosera AM after due enquiry, each of the Bosera AM Underlying Clients is an independent third
|
||
party of the Company, its subsidiaries, Bosera AM, CMS and CMBI and the companies which are members of the same
|
||
group of CMS and CMBI.
|
||
|
||
|
||
--- page 31 ---
|
||
31
|
||
(7) Fullgoal Funds will subscribe for and hold 66,900 Offer Shares (the “ Proposed Fullgoal Subscription ”) under the
|
||
International Offering in accounts in its capacity as the discretionary fund manager managing assets on behalf of its
|
||
ultimate clients (the “ Fullgoal Underlying Clients ”).
|
||
The Fullgoal Fund Underlying Clients include (i) China Merchants Bank-Fullgoal Hong Kong Equity Select Hybrid Fund
|
||
(QDII), (ii) ICBC Fullgoal China Small & Mid Cap (HK listed) Equity Fund, (iii) ICBC Fullgoal Global Technology &
|
||
Internet Fund, (iv) Cmb-Fullgoal Blue Chip Selected Equity Fund (QDII), (v) Fullgoal Dividend Selected Hybrid Fund, (vi)
|
||
Fullgoal China Opportunities Fund, (vii) Fullgoal China Growth Select Fund and (viii) The University of Hong Kong —
|
||
Hong Kong and China Equity Fund (the “ Fullgoal Fund Underlying Clients ”). As confirmed by Fullgoal Funds, none of
|
||
Fullgoal Fund Underlying Clients holds an interest of 30% or more.
|
||
To the best knowledge of Fullgoal Fund after due enquiry, each of the Fullgoal Fund Underlying Clients is an independent
|
||
third party of the Company, its subsidiaries, Fullgoal Funds, Guotai Junan and the companies which are members of the
|
||
same group of Guotai Junan.
|
||
(8) It is proposed that Haitong AM proposes to subscribe for and hold 6,600 Offer Shares (the “ Proposed Haitong AM
|
||
Subscription ”) under the International Offering in accounts in its capacity as the discretionary fund manager managing
|
||
assets on behalf of its ultimate clients (the “ Haitong AM Underlying Clients ”).
|
||
The Haitong AM Underlying Clients include (i) Haitong Opportunity Fund II S.P. and (ii) Haitong Hong Kong SAR Fund.
|
||
None of Haitong AM Underlying Clients hold an interest of 30% or more.
|
||
To the best knowledge of Haitong AMs after due enquiry, each of the Haitong AM Underlying Clients is an independent
|
||
third party of the Company, its subsidiaries, Haitong AM, Guotai Junan and the companies which are members of the same
|
||
group of Guotai Junan.
|
||
(9) It is proposed that ChinaAMC HK proposes to subscribe for and hold 6,600 Offer Shares (the “ Proposed ChinaAMC HK
|
||
Subscription ”) under the International Offering in accounts in its capacity as the discretionary fund manager managing
|
||
assets on behalf of its ultimate clients (the “ ChinaAMC HK Underlying Clients ”).
|
||
The ChinaAMC HK Underlying Clients are the beneficial owners of ChinaAMC China Focus Fund. Except for Manulife
|
||
(International) Limited, none of ChinaAMC HK Underlying Clients hold an interest of 30% or more.
|
||
To the best knowledge of ChinaAMC HK after due enquiry, each of the ChinaAMC HK Underlying Clients is an independent
|
||
third party of the Company, its subsidiaries, ChinaAMC HK, CSB and the companies which are members of the same group
|
||
of CSB.
|
||
(10) It is proposed that ChinaAMC proposes to subscribe for and hold 66,900 Offer Shares (the “ Proposed ChinaAMC
|
||
Subscription ”) under the International Offering in accounts in its capacity as the discretionary fund manager managing
|
||
assets on behalf of its ultimate clients (the “ ChinaAMC Underlying Clients ”).
|
||
The ChinaAMC Underlying Clients are the beneficial owners of Huaxia New Era Renminbi (˾ɛ͏࿆ ), Huaxia
|
||
Global Select Renminbi (Όଢၚ፯ɛ͏࿆ ), KWI China Global Vision Fund, Huaxia Hong Kong Stocks Frontier
|
||
Economy Hybrid (QDII) (૿Υ (QDII)), Huaxia Mobile Internet Hybrid (QDII) (ਗʝᑌ૿Υ
|
||
(QDII)) and Huaxia Greater China Enterprise Selection (ɽʕശΆุၚ፯ ). None of ChinaAMC Underlying Clients
|
||
hold an interest of 30% or more.
|
||
To the best knowledge of ChinaAMC after due enquiry, each of the ChinaAMC Underlying Clients is an independent third
|
||
party of the Company, its subsidiaries, ChinaAMC, CSB and the companies which are members of the same group of CSB.
|
||
(11) It is proposed that BOCOMI AM proposes to subscribe for and hold 18,900 Offer Shares (the “ Proposed BOCOMI AM
|
||
Subscription ”) under the International Offering in accounts in its capacity as the discretionary fund manager managing
|
||
assets on behalf of its ultimate clients (the “ BOCOMI AM Underlying Clients ”).
|
||
The BOCOMI AM Underlying Clients are Wu Xiaomin, Jian Weiwen and Chen Qinghua.
|
||
To the best knowledge of BOCOMI AM after due enquiry, each of the BOCOMI AM Underlying Clients is an independent
|
||
third party of the Company, its subsidiaries, BOCOMI AM, BOCOMI Securities and the companies which are members of
|
||
the same group of BOCOMI Securities.
|
||
|
||
|
||
--- page 32 ---
|
||
32
|
||
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”) or any state securities laws in the United States and may
|
||
not be offered, sold, pledged or transferred within the United States or to, or for the account or
|
||
benefit of U.S. persons (as defined in Regulation S under the U.S. Securities Act) or United States
|
||
persons (United States person as defined in 31 CFR Part 850.229, the final rule that implements
|
||
Executive Order 14105 and became effective in January 2025), except in transactions exempt
|
||
from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares
|
||
are being offered and sold 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 December 30, 2025 issued by the Company
|
||
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 Sole Sponsor and the Sponsor-OC (for itself 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 January 8, 2026).
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering (assuming no exercise of the Over-
|
||
allotment Option), the total number of the H Shares held by the public represents approximately
|
||
46.73% of the total issued share capital of the Company, which is higher than the prescribed
|
||
percentage of H Shares required to be held in public hands of 10.00% under Rule 19A.13A(1) of the
|
||
Listing Rules calculated based on the Offer Price of HK$116.20 per H Share, thereby satisfying the
|
||
public float requirement under Rule 19A.13A(1) of the Listing Rules.
|
||
|
||
|
||
--- page 33 ---
|
||
33
|
||
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the
|
||
Listing Date. As such, Shares held by the Cornerstone Investors upon the Listing shall not be
|
||
counted towards the free float of the Shares of the Company at the time of Listing. Based on the
|
||
Offer Price of HK$116.20 per H Share, the Company satisfies the free float requirement under Rule
|
||
19A.13C(1)(b) of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering, (i) the
|
||
three largest public Shareholders do not hold more than 50% of the H Shares in public hands at the
|
||
time of Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; (ii) there will not be
|
||
any new substantial Shareholder (as defined in the Listing Rules) of the Company; (iii) no placee
|
||
will, individually, be placed more than 10% of the enlarged issued share capital of the Company
|
||
immediately after the Global Offering; and (iv) there will be at least 300 Shareholders at the time of
|
||
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 Thursday, January
|
||
8, 2026 (Hong Kong time), provided that the Global Offering has become unconditional and the
|
||
right of termination described in the section headed “Underwriting — Underwriting Arrangements
|
||
and Expenses — Hong Kong Public Offering — Grounds for Termination” in the Prospectus has
|
||
not been exercised. Investors who trade the H Shares on the basis of publicly available allocation
|
||
details prior to the receipt of H Share certificates or prior to the H Share certificates becoming valid
|
||
evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Thursday,
|
||
January 8, 2026 (Hong Kong time), it is expected that dealings in the H Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Thursday, January 8, 2026 (Hong Kong time). The H
|
||
Shares will be traded in board lots of 100 H Shares each, and the stock code of the H Shares will be
|
||
2513.
|
||
By order of the Board
|
||
Knowledge Atlas Technology Joint Stock Company Limited
|
||
ʮ̡
|
||
Dr. Liu Debing
|
||
Chairman of the Board and executive Director
|
||
Hong Kong, January 7, 2026
|
||
As at the date of this announcement, the Board comprises: (i) Dr. Liu Debing, Dr. Zhang Peng, Ms. Zhang Xiaohan as
|
||
executive directors; (ii) Dr. Li Juanzi, Mr. Li Jiaqing and Mr. Wang Meng as non-executive directors; and (iii) Dr. Yang Qiang,
|
||
Dr. Xie Deren and Mr. Tang Ying as independent non-executive directors.
|