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hk-ipo/data/extracted_text/02519/allotment_results_2024-11-07_2024110701104.txt
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--- page 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 in this announcement, capitalized terms used herein shall have the same meanings as those
defined in the prospectus dated October 31, 2024 (the “Prospectus ”) issued by AuGroup (SHENZHEN) Cross-Border
Business Co., Ltd. ( ශਿ(ଉέ)ʮ̡ ) (the “Company ”).
This announcement is for information purposes only and does not constitute an offer or an invitation to induce an
offer by any person to acquire, purchase or subscribe for any securities of the Company. This announcement is not a
prospectus. 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 H Shares. Any investment decision in relation
to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United States and the District of Columbia). This
announcement does not, and is not intended to, constitute or form a part of any offer to sell or solicitation to purchase
or subscribe for any securities in the United States or in any other jurisdiction. The Offer Shares have not been, and
will not be, registered under the U.S. Securities Act of 1933, as amended (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 otherwise transferred
within the United States, except pursuant to an available exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. There
will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold solely
outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
In connection with the Global Offering, Huatai Financial Holdings (Hong Kong) Limited as stabilizing manager (the
“Stabilizing Manager ”), its affiliates 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 Shares at a level higher than that
which might otherwise prevail in an open market for a limited period after the Listing Date. However, there is no
obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action,
which, if commenced, will be conducted at the sole and absolute discretion of the Stabilizing Manager, its affiliates or
any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought
to an end on the 30th day after the last date for lodging applications under the Hong Kong Public Offering. Such
stabilization action, if commenced, 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 stabilizing actions cannot be taken to support the price of the 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 Thursday, December 5, 2024). After
this date, no further stabilizing action may be taken, and demand for the Shares and therefore the price of the Shares
could fall.
Potential investors of the Offer Shares should note that the Sole Sponsor and Overall Coordinators (for themselves and
on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with
immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting { Underwriting
Arrangements and Expenses { Hong Kong Public Offering Grounds for Termination ” in the Prospectus at any time
prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Friday, November 8,
2024).
In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the
International Underwriters, exercisable by the Overall Coordinators (for themselves and on behalf of the International
Underwriters). Pursuant to the Over-allotment Option, the International Underwriters will have the right, exercisable
by the Overall Coordinators (for themselves and on behalf of the International Underwriters) at any time from the
Listing Date until 30 days after the last day for lodging applications under the Hong Kong Public Offering (which
is Thursday, December 5, 2024), to require the Company to issue and allot up to an additional 4,484,100 H Shares,
representing 15% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price,
to cover over-allocations in the International Offering, if any.
--- page 2 ---
AuGroup (SHENZHEN) Cross-Border Business Co., Ltd.
ශਿ ( ଉέ )ʮ̡
(A joint stock company incorporated in the People s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 29,894,700 H Shares (subject to the Over-
allotment Option)
Number of Hong Kong Offer Shares : 8,968,500 H Shares (as adjusted after
reallocation)
Number of International Offer Shares : 20,926,200 H Shares (as adjusted after
reallocation and subject to the Over-
allotment Option)
Final Offer Price : HK$15.60 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 : RMB1.00 per H Share
Stock code : 02519
Sole Sponsor, Overall Coordinator, Joint Global Coordinator,
Joint Bookrunner and Joint Lead Manager
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Bookrunner and Joint Lead Manager
--- page 3 ---
1
AuGroup (SHENZHEN) Cross-Border Business Co., Ltd./傲基(深圳)跨境商務股份有限
公司
ANNOUNCEMENT OF FINAL OFFER PRICE AND
ALLOTMENT RESULTS
Unless otherwise defined herein, ca pitalised terms used in this announc ement shall have the same meanings
as those defined in the prospect us dated October 31, 2024 (the “ Prospectus”) issued by AuGroup
(SHENZHEN) Cross-Border Business Co., Ltd. (傲基(深圳)跨境商務股份有限公司) (the “Company”).
Warning: In view of high concen tration of shareholding in a small number of H Share Shareholders,
H Share 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
*see note at the end of the announcement
The number of offer shares above is determined after taking into account the additional shares issued under
the following Offer Size Adjustment Option
Over-allocation
No. of Offer Shares over-allocated 4,484,100
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 Exchanges website.
Company information
Stock code 02519
Stock short name AUGROUP
Dealings commencement date November 8, 2024*
Price Information
Final Offer Price HK$15.60
Offer Price Range HK$14.56 - HK$15.60
Offer Price Adjustment exercised No
Offer Shares and Share Capital
Number of Offer Shares 29,894,700
Number of Offer Shares in Hong Kong Public Offering (after
reallocation)
8,968,500
Number of offer shares in International Offering (after
reallocation)
20,926,200
Number of issued shares upon Listing (assuming the Over-
allotment Option is not exercised)
415,205,916
Offer Size Adjustment Option (Upsize option)
Number of additional shares issued under the option 0
- Hong Kong Public Offering 0
- International Offering 0
--- page 4 ---
2
Note: Gross proceeds refers to the amount to which the issuer is entitled to receive, assuming the Over-
allotment Option is not exercised. For details of the use of proceeds, please refer to the section headed
"Future Plans and Use of Proceeds" in the Prospectus.
Proceeds
Gross proceeds (Note) HK$ 466.4 million
Less: Estimated listing expenses payable based on Final
Offer Price
HK$ 78.8 million
Net proceeds HK$ 387.5 million
ALLOTMENT RESULTS DETAILS
PUBLIC OFFER
Number of valid applications 5,570
Number of successful applications 4,896
Subscription level 17.74 times
Claw-back triggered Yes
Number of Offer Shares initially available under the Hong Kong
Public Offering
2,989,500
Number of Offer Shares reallocated from the International
Offering (claw-back)
5,979,000
Final number of Offer Shares under the Hong Kong Public Offering
(after reallocation)
8,968,500
% of final Offer Shares under the Hong Kong Public Offering to
the Global Offering
30%
Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
https://www.hkeipo.hk/iporesult to perform a search by identification number or
https://www.hkeipo.hk/iporesult for the full list of allottees.
INTERNATIONAL OFFERING
Number of placees 120
Subscription Level 2.45 times
Number of Offer Shares initially available under the International
Offering
26,905,200
Number of Offer Shares reallocated to the Hong Kong Public
Offering (claw-back)
5,979,000
Final number of Offer Shares under the International Offering 20,926,200
% of final Offer Shares under the International Offering to the
Global Offering
70%
The Directors confirm that, to the best of their knowledge, information and belief, save for waivers from strict
compliance with Rule 10.04 of the Listing Rules and consents under paragraphs 5(1) and 5(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 Internat ional Offering to certain existing shareholders 1 and to Huatai
1 For details, please see "Others / Additional information " in this announcement.
--- page 5 ---
3
Capital Investment Limited (" Huatai Capital ") and CITIC Securities Inte rnational Capital Management
Limited ("CSI"), to subscribe for and hold the relevant Offer Shares on a non-discretionary basis on behalf of
their respective ultimate clients 2, (i) none of the Offer Shares subscr ibed by the placees and the public have
been financed directly or indirectly by the Company, any of the Directors, Supervisors, chief executive of the
Company, controlling shareholders, substantial shareholders, existing shareholders of the Company or any of
its subsidiaries or their respectiv e close associates; and (ii) none of the placees and the public who have
purchased the Offer Shares are accust omed to taking instructions from the Company, any of the Directors,
Supervisors, chief executive of the Company, controlli ng shareholders, substantial shareholders, existing
shareholders of the Company or any of its subsidiaries or their respective close asso ciates in relation to the
acquisition, disposal, voting or other disposition of H Shares registered in his/her/its name or otherwise held
by him/her/it.
The placees in the International Offering include the following:
Cornerstone Investors
Investor
Number
of Offer
Shares
allocated
% of Offer
Shares
(assuming
the Over-
allotment
Option is not
exercised)
% of total issued
H Shares after
the Global
Offering
% of total issued
share capital
after the Global
Offering
(assuming the
Over-allotment
Option is not
exercised)
Existing
shareholders or
their close
associates
Hongkong
Valsun
Technology
Limited (香港華
成雲商科技有
限公司)
("Valsun
Technology")
3,487,500 11.67% 1.53% 0.84% Yes
LC Logistics,
Inc. (樂艙物
流股份有限
公司) ("LC
Logistics")
1,602,300 5.36% 0.70% 0.39% Yes
Ms. Wong,
Ka Wai
Vivian ("Ms.
Wong")
1,923,000 6.43% 0.84% 0.46% No
Total 7,012,800 23.46% 3.08% 1.69%
Allotees with waivers/consents obtained
2 For details, please see "Others / Additional information " in this announcement.
--- page 6 ---
4
Invest
or
Number of
Offer
Shares
allocated
% of Offer
Shares
(assuming
the Over-
allotment
Option is not
exercised)
% of total
issued H
Shares after
the Global
Offering
% of total
issued
share
capital
after the
Global
Offering
(assumin
g the
Over-
allotment
Option is not
exercised)
Relationship
Valsun
Technology
3,487,500 11.67% 1.53% 0.84% Valsun Technology is a
close associate of an
existing shareholder of
the Compan
y. Note 1
LC
Logistics
1,602,300 5.36% 0.70% 0.39% LC Logistics is a close
associate of an existing
shareholder of the
Compan
y. Note 2
Ms. Yao
Huiqiong (
姚慧瓊)
("Ms. Yao")
818,100 2.74% 0.36% 0.20% Ms. Yao is an existing
shareholder of the
Company.
Note 3
Huatai
Capital
747,300 2.50% 0.33% 0.18% Huatai Capital is a
connected client of
Huatai Financial
Holdings (Hong Kong)
Limited ("Huatai
Financial") by virtue
of both of them being
indirect wholly-owned
subsidiaries of Huatai
Securities Co., Ltd.
Note
4
CSI 99,000 0.33% 0.04% 0.02% CSI is a connected client
of CLSA Limited
(“CLSA”) by virtue of
both of them being
indirect wholly-owned
subsidiaries of CITIC
Securities Co., Ltd.
Note 5
Total 6,754,200 22.59% 2.97% 1.63%
Notes:
1. The Company has applied for, and the Stock Exchange has granted, a waiver from strict
compliance with Rule 10.04 of the Listing Rules and a written consent under Paragraph
5(2) of the Placing Guidelines in relati on to allocation to Valsun Technology, a close
associate of an existing shareholder and pr e-IPO investor of the Company, Sailvan
Times. Please refer to the “Waivers from Strict Compliance with the Listing Rules”
section in the Prospectus for further detail s. The allocation of Offer Shares to Valsun
Technology is in compliance with all the c onditions under the waiver and consent
--- page 7 ---
5
granted by the Stock Exchange.
2. The Company has applied for, and the Stock Exchange has granted, a waiver from strict
compliance with Rule 10.04 of the Listing Rules and a written consent under Paragraph
5(2) of the Placing Guidelines in relation to allocation to LC Logistics, a close associate
of an existing shareholder of the Company, Ms. Li Yan ( 李豔). Please refer to the
“Waivers from Strict Compliance with the Listing Rules” section in the Prospectus for
further details. The allocation of Offer Shares to LC Logistics is in compliance with all
the conditions under the waiver and consent granted by the Stock Exchange.
3. Ms. Yao is an existing shareholder of the Com pany. The Company has applied to the
Stock Exchange for, and the Stock Exchange has granted, a waiver from strict
compliance with Rule 10.04 of the Listing Rules and a written consent under paragraph
5(2) of the Placing Guidelines to permit th e Company to allocate such Offer Shares in
the International Offering to Ms. Yao. The a llocation of Offer Shares to Ms. Yao is in
compliance with all the conditions under the waiver and consent granted by the Stock
Exchange. For details, please refer to the section headed “Others / Additional
Information”
in this announcement below.
4. Huatai Capital subscribed for the relevant Offer Shares as a placee under the
International Placing, which will be held on behalf of an independent third party on a
non-discretionary basis. For details, refer to the section headed “Others / Additional
Information” in this announcement below.
5. CSI subscribed for the relevant Offer Shares as a placee under the International
Placing, which will be held on behalf of an independent third party on a non-
discretionary basis. For detail s, refer to the section he aded “Others / Additional
Information”in this announcement below.
LOCK-UP UNDERTAKINGS
Single Largest Shareholders Group
Name
Number of
shares held in
the Company
subject to lock-
up
undertakings upon
listing
% of total issued H-
shares after the
Global Offering
subject to lock-up
undertakings upon
listing
% of shareholding
in the Company
subject to lock-up
undertakings
upon listing
(assuming the
Over-allotment
Option is not
exercised)
Last day subject to the
lock-up undertakings
Mr. Lu Haizhuan (
陸海傳) ("Mr.
Lu")Notes 1, 3
70,783,101
(including
28,313,240 H
Shares)
12.43% 17.05% Novemb er 7, 2025 Note 4
Mr. Ze Kuaiyue (
迮會越)("Mr.
Ze")Notes 1, 3
43,213,194
(including
10,800,000 H
Shares)
4.74% 10.41% Novemb er 7, 2025 Note 4
--- page 8 ---
6
Yueqing Aoji
Growth IV Enterprise
Management
Partnership (Limited
Partnership) (樂清市
傲基成長肆號企業
管理合夥企業(有限
合夥)) ("Yueqing
Aoji Growth
IV")
Notes 1, 2, 3
4,087,750
(including
123,000 H
Shares)
0.05% 0.98% N ovember 7, 2025 Note 4
Subtotal 118,084,045 17.2 3% 28.44%
Notes:
1. Immediately before completion of the Global Offering, Mr. Lu (directly and
through Yueqing Aoji Growth IV, an entity controlled by Mr. Lu) and Mr. Ze
owned 19.43% and 11.22% of the issued share capital of the Company,
respectively, and pursuant to the concer t party agreement entered into by Mr.
Lu and Mr. Ze on March 6, 2015 and renewed on March 1, 2019, together they
are collectively entitled to exercise control of approximately 30.65% voting
powers of the Company. Immediately fo llowing the comple tion of the Global
Offering (assuming the Over-allotment Option is not exercised), Mr. Lu, Mr. Ze
and Yueqing Aoji Growth IV will hold approximately 28.44% of the enlarged
issued share capital of the Company. Accordingly, Mr. Lu, Mr. Ze and Yueqing
Aoji Growth IV are the Single Largest Shareholders Group upon Listing.
2. Yueqing Aoji Growth IV is owned as to approximately i) 96.43% by Mr. Lu as
its executive partner and ii) 3.01% by Mr. Hu Dianfeng (
胡典峰), the brother-
in law of Mr. Lu; and iii) 0.56% by Ms. Lu Ji ( 陸冀), the sister of Mr. Lu. As
Mr. Hu Dianfeng and Ms. Lu Ji are not involved in the management of Yueqing
Aoji Growth IV, and are only entitled to the passive economic interest in Yueqing
Aoji Growth IV, Mr. Hu Dianfeng and Ms. Lu Ji should not be treated as Single
Largest Shareholders Group of the Company.
3. Pursuant to the concert party agreement, each of Mr. Lu, Mr. Ze and Yueqing
Aoji Growth IV is deemed to be interested in the interest of each other under the
SFO.
4. The expiry date of the lock-up period shown in the table above is pursuant to the
PRC Company Laws. In accordance with the relevant Lis ting Rules/guidance
materials, the required lock-up for exis ting Shareholders ends on November 7,
2025, being 12 months following the Listing Date.
Directors
Name
Number of shares
held in the
Company subject
to lock-up
undertakings
upon listing
% of total issued
H
Shares after the
Global Offering
subject to lock-up
undertakings
upon
Listing (assuming
the
% of shareholding
in the Company
subject to lock-up
undertakings upon
listing (assuming the
Over-allotment
Option is not
exercised)
Last day subject
to the lock-up
undertakings Note 1
--- page 9 ---
7
Over-allotment
Option is not
exercised)
Lu Songdu / 陸頌督 18,693,490
(including
7,300,000 H
Shares)
3.21% 4.50% November 7, 2025
Zhuang Liyan / 莊麗
7,019,095
(including
3,650,644 H
Shares)
1.60% 1.69% November 7, 2025
Subtotal 25,712,585 4.81% 6.19%
Notes:
1. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
Pre-IPO Investors (as defined in the "History, Development and Corporate Structure" section of the
Prospectus)
Name
Number of
shares held in the
Company subject
to lock-up
undertakings
upon listing
% of total issued
H
Shares after the
Global Offering
subject to lock-up
undertakings
upon
Listing (assuming
the
Over-allotment
Option is not
exercised)
% of shareholding
in the Company
subject to lock-up
undertakings
upon listing
(assuming the
Over-allotment
Option is not
exercised)
Last day subject
to the lock-up
undertakingsNote 1
Shenzhen Capital
Group Co., Ltd. (深
圳市創新投資集團
有限公司)
34,491,368
(including
34,491,368 H
Shares)
15.15% 8.31% November 7, 2025
Ningbo HongShan
Baosheng Equity
Investment
Partnership (Limited
Partnership) (寧波紅
杉保盛股權投資合夥
企業(有限合夥))
25,799,996
(including
12,899,998 H
Shares)
5.67% 6.21% November 7, 2025
Starquest New
Economy Equity
Investment Fund
(Shenzhen) L.P. (星界
15,968,407
(including
15,968,407 H
Shares)
7.01% 3.85% November 7, 2025
--- page 10 ---
8
新經濟股權投資基金
(深圳)合夥企業(有限
合夥))
Gongqingcheng
Greenwoods Jingan
Investment
Management
Partnership (Limited
Partnership) (共青城
景林景安投資管理合
夥企業(有限合夥))
14,259,899
(including
9,506,599 H
Shares)
4.18% 3.43% November 7, 2025
CITIC Securities
Investment Co., Ltd (
中信証券投資有限公
司)
6,450,000
(including
6,450,000 H
Shares)
2.83% 1.55% November 7, 2025
Zhuhai Wendi Design
Consulting Co., Ltd.
(珠海溫迪設計諮詢
有限公司)
4,381,638
(including 372,460
H Shares)
0.16% 1.06% November 7, 2025
Zhuhai Wendi
Technology Co., Ltd.
(珠海温迪科技有限
公司)
4,285,276
(including 364,269
H Shares)
0.16% 1.03% November 7, 2025
NewTrails SPV I
Limited
4,221,592 N/A 1.02% November 7, 2025
Guangdong Midea
Intelligent
Technology Industry
Investment Fund
Management Center
(Limited Partnership)
(廣東美的智能科技
產業投資基金管理中
心(有限合夥))
3,885,000
(including
1,942,500 H
Shares)
0.85% 0.94% November 7, 2025
Zhuhai Yinshan
Modern Logistics
Industry Equity
Investment Fund
(Limited Partnership)
(珠海隱山現代物流
產業股權投資基金(
有限合夥))
3,682,950
(including
3,682,950 H
Shares)
1.62% 0.89% November 7, 2025
Sailvan Times Co.,
Ltd. (賽維時代科技
股份有限公司)Note 2
1,785,532
(including
1,785,532 H
Shares)
0.78% 0.43% November 7, 2025
Wuhan Shunying
Equity Investment
Partnership (Limited
Partnership) (武漢順
1,726,932
(including 863,466
H Shares)
0.38% 0.42% November 7, 2025
--- page 11 ---
9
贏股權投資合夥企業
(有限合夥))
Suzhou Cathay
Growth Investment
Fund Partnership
(Limited Partnership)
(蘇州凱輝成長投資
基金合夥企業(有限
合夥))
1,143,556
(including
1,143,556 H
Shares)
0.50% 0.28% November 7, 2025
Zhejiang SilkRoad
Industrial Investment
Fund Partnership
(Limited Partnership)
(浙江絲路產業投資
基金合夥企業(有限
合夥))
500,000
(including 500,000
H Shares)
0.22% 0.12% November 7, 2025
Ningbo Meishan Free
Trade Port Zone
Hongdao Zhixin
Investment
Management
Partnership (Limited
Partnership) (寧波梅
山保稅港區鴻道致鑫
投資管理合夥企業(
有限合夥))
228,712
(including 228,712
H Shares)
0.10% 0.06% November 7, 2025
Wuhan Shunhong
Equity Investment
Partnership (Limited
Partnership) (武漢順
宏股權投資合夥企業
(有限合夥))
178,995
(including 89,498
H Shares)
0.04% 0.04% November 7, 2025
Hainan Hongdao
Equity Investment
Fund Management
Co., Ltd. (海南鴻道
股權投資基金管理有
限公司)
151,479
(including 151,479
H Shares)
0.07% 0.04% November 7, 2025
Subtotal 123,141,332 39.71% 29.71%
Notes:
1. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
2. The Company has applied for, and the Stock Exchange has granted, a waiver from strict compliance
with Rule 10.04 of the Listing Rules and a written consent under Paragraph 5(2) of the Placing
Guidelines in relation to allocation to Valsun Technology, a close associate of an existing shareholder
and pre-IPO investor of the Company, Sailvan Times. Please refer to the “Waivers from Strict
Compliance with the Listing Rules” section in the Prospectus for further details. The allocation of
Offer Shares to Valsun Technolo gy is in compliance w ith all the cond itions under the waiver and
--- page 12 ---
10
consent granted by the Stock Exchange.
Existing Shareholders (other than the Single Largest Shareholders Group, Directors and Pre-IPO
Investors as defined in the "History, Development and Corporate Structure" section of the Prospectus)
Name
Number of shares
held in the
Company subject
to lock-up
undertakings
upon listing
% of total issued
H
Shares after the
Global Offering
subject to lock-up
undertakings
upon
Listing (assuming
the
Over-allotment
Option is not
exercised)
% of shareholding
in the Company
subject to lock-up
undertakings upon
listing (assuming the
Over-allotment
Option is not
exercised)
Last day subject
to the lock-up
undertakings Note 1
Zhang Xiuhua / 張秀
19,307,673
(including
6,000,000 H
Shares)
2.64% 4.65% November 7, 2025
Shenzhen Greenwoods
Jingying Equity
Investment Fund
Partnership (Limited
Partnership) / 深圳景
林景盈股權投資基金
合夥企業(有限合夥)
12,302,917
(including
8,201,944 H
Shares)
3.60% 2.96% November 7, 2025
Bao Xueyang / 包雪
9,992,415 N/A 2.41% November 7, 2025
Shanghai Greenwoods
Jinghui Equity
Investment Center
(Limited Partnership) /
上海景林景惠股權投
資中心(有限合夥)
9,741,545
(including
6,494,363 H
Shares)
2.85% 2.35% November 7, 2025
Zhang Xiao / 張嘯 9,108,400
(including
3,000,000 H
Shares)
1.32% 2.19% November 7, 2025
Tibet Shangcai Capital
Management Co., Ltd.
/ 西藏上財資本管理
有限公司
7,740,000
(including
7,740,000 H
Shares)
3.40% 1.86% November 7, 2025
Lin Zhijie / 林志傑 6,996,100
(including
6,996,100 H
Shares)
3.07% 1.68% November 7, 2025
--- page 13 ---
11
Zhang Xiaolu / 張曉
4,135,000
(including
2,000,000 H
Shares)
0.88% 1.00% November 7, 2025
Wang Zhijie / 王智傑 3,987,217
(including
1,500,000 H
Shares)
0.66% 0.96% November 7, 2025
Qingdao Jiahong One
Venture Capital Fund
Enterprise (Limited
Partnership) / 青島嘉
鴻壹號創業投資基金
企業(有限合夥)
3,582,877 N/A 0.86% November 7, 2025
Li Guangyu / 黎光宇 2,158,600
(including
2,158,600 H
Shares)
0.95% 0.52% November 7, 2025
Hu Dianfeng / 胡典峰 2,013,690
(including 407,000
H Shares)
0.18% 0.48% November 7, 2025
Li Yan / 李艷
Note 2
1,934,326 N/A 0.47% November 7, 2025
Yueqing Aoji Growth
V Enterprise
Management
Partnership (Limited
Partnership) / 樂清市
傲基成長伍號企業管
理合夥企業(有限合
夥)
1,441,405
(including 751,125
H Shares)
0.33% 0.35% November 7, 2025
Lu Zuohua / 陸佐華 1,281,400
(including 380,000
H Shares)
0.17% 0.31% November 7, 2025
Weng Hai / 翁海 1,075,000
(including 268,750
H Shares)
0.12% 0.26% November 7, 2025
Yueqing Ao X
Enterprise
Management
Partnership (Limited
Partnership) / 樂清市
傲拾企業管理合夥企
業(有限合夥)
1,058,999
(including 443,534
H Shares)
0.19% 0.26% November 7, 2025
Du Bo / 杜波 1,026,616 N/A 0.25% November 7, 2025
Deng Bin / 鄧斌 1,023,000
(including
1,023,000 H
Shares)
0.45% 0.25% November 7, 2025
--- page 14 ---
12
Tao Wenzhong / 陶文
860,000 (including
500,000 H Shares)
0.22% 0.21% November 7, 2025
Xue Kexian / 薛可仙 800,000 (including
200,000 H Shares)
0.09% 0.19% November 7, 2025
Chen Wei / 陳偉 780,031 (including
390,016 H Shares)
0.17% 0.19% November 7, 2025
Yueqing Aoji Growth
IX Enterprise
Management
Partnership (Limited
Partnership) / 樂清市
傲基成長玖號企業管
理合夥企業(有限合
夥)
735,590 (including
297,500 H Shares)
0.13% 0.18% November 7, 2025
Liao Haixing / 廖海星 731,000 (including
731,000 H Shares)
0.32% 0.18% November 7, 2025
Yueqing Aoji Growth
VI Enterprise
Management
Partnership (Limited
Partnership) / 樂清市
傲基成長陸號企業管
理合夥企業(有限合
夥)
689,144 (including
436,590 H Shares)
0.19% 0.17% November 7, 2025
Long Shenghua / 龍勝
666,500 N/A 0.16% November 7, 2025
Hu Xiuhong / 胡秀紅 645,000 (including
645,000 H Shares)
0.28% 0.16% November 7, 2025
Zhang Qiang / 張強 624,025 (including
624,025 H Shares)
0.27% 0.15% November 7, 2025
Huang Zhaoping / 黄
招平
618,100 (including
9,000 H Shares)
0.00% 0.15% November 7, 2025
Chen Wensheng / 陳
文生
516,000 (including
316,000 H Shares)
0.14% 0.12% November 7, 2025
Yueqing Aoji Growth
VIII Enterprise
Management
Partnership (Limited
Partnership) / 樂清市
傲基成長捌號企業管
理合夥企業(有限合
夥)
510,650 (including
307,780 H Shares)
0.14% 0.12% November 7, 2025
Yao Huiqiong / 姚慧
Note 3
485,900 (including
485,900 H Shares)
0.21% 0.12% November 7, 2025
--- page 15 ---
13
Chen Zheng / 陳徵 473,000 (including
473,000 H Shares)
0.21% 0.11% November 7, 2025
Tang Ting / 唐婷 430,000 (including
430,000 H Shares)
0.19% 0.10% November 7, 2025
Zhang Ruijun / 張瑞
430,000 N/A 0.10% November 7, 2025
Shi Qing / 石青 430,000 N/A 0.10% November 7, 2025
Li Linwei / 李林偉 421,400 N/A 0.10% November 7, 2025
Qiu Dan / 邱丹 392,201 N/A 0.09% November 7, 2025
Pan Xiangling / 潘香
390,054 (including
117,016 H Shares)
0.05% 0.09% November 7, 2025
Dong Junzi / 董俊姿 390,015 (including
390,015 H Shares)
0.17% 0.09% November 7, 2025
Lin Ajing / 林阿静 388,500 N/A 0.09% November 7, 2025
Zheng Yu / 鄭宇 386,865 (including
386,865 H Shares)
0.17% 0.09% November 7, 2025
Lin Jingwei / 林敬偉 356,900 (including
356,900 H Shares)
0.16% 0.09% November 7, 2025
Yu Fenglu / 余鳳祿 349,132 (including
274,032 H Shares)
0.12% 0.08% November 7, 2025
Li Mingxing / 黎明興 344,000 (including
344,000 H Shares)
0.15% 0.08% November 7, 2025
Li Fan / 李帆 332,301 N/A 0.08% November 7, 2025
Pan Suying / 潘素英 300,000 (including
300,000 H Shares)
0.13% 0.07% November 7, 2025
Li Xiuying / 李秀英 292,400 (including
250,000 H Shares)
0.11% 0.07% November 7, 2025
Ji Siyi / 季思誼 281,357 N/A 0.07% November 7, 2025
Cao Weijun / 曹偉鈞 258,000 (including
258,000 H Shares)
0.11% 0.06% November 7, 2025
Wu Can / 吳燦 254,901 N/A 0.06% November 7, 2025
--- page 16 ---
14
Wang Wenxuan / 王
文軒
215,000 N/A 0.05% November 7, 2025
Guan Jing / 管静 200,600 (including
20,060 H Shares)
0.01% 0.05% November 7, 2025
Liu Minglong / 劉明
185,701 N/A 0.04% November 7, 2025
Zhang Li / 張麗 180,701 (including
180,701 H Shares)
0.08% 0.04% November 7, 2025
Yin Junjun / 殷鈞鈞 172,000 N/A 0.04% November 7, 2025
Chen Gang / 陳剛 171,280 N/A 0.04% November 7, 2025
Zhong Niannian / 鍾
年年
156,006 (including
156,006 H Shares)
0.07% 0.04% November 7, 2025
Yang Yuanyuan / 楊
元元
150,500 (including
100,000 H Shares)
0.04% 0.04% November 7, 2025
Ma Min / 馬敏 129,000 (including
129,000 H Shares)
0.06% 0.03% November 7, 2025
Cui Fangjie / 崔芳潔 129,000 N/A 0.03% November 7, 2025
Zhou Shengxian / 周
聖仙
116,100 N/A 0.03% November 7, 2025
Shenzhen
Yongxiaoyunshang
Co., Ltd. / 深圳甬曉
雲商有限公司
110,000 N/A 0.03% November 7, 2025
Geng Ruixia / 耿瑞霞 98,900 (including
98,900 H Shares)
0.04% 0.02% November 7, 2025
Mao Yan / 毛燕 87,201 (including
87,201 H Shares)
0.04% 0.02% November 7, 2025
Chen Liang / 陳亮 86,000 (including
43,000 H Shares)
0.02% 0.02% November 7, 2025
Kong Debo / 孔德博 68,800 (including
68,800 H Shares)
0.03% 0.02% November 7, 2025
Li Shiyong / 李仕勇 55,614 (including
55,614 H Shares)
0.02% 0.01% November 7, 2025
Qian Xiangfeng / 錢祥
51,600 N/A 0.01% November 7, 2025
Wan Aigang / 萬愛鋼 51,600 N/A 0.01% November 7, 2025
--- page 17 ---
15
Song Zongsong / 宋宗
45,402 (including
45,402 H Shares)
0.02% 0.01% November 7, 2025
Li Mingyang / 李明洋 45,401 N/A 0.01% November 7, 2025
Peng Zhangling / 彭章
43,000 (including
43,000 H Shares)
0.02% 0.01% November 7, 2025
Li Dan / 李丹 43,000 (including
43,000 H Shares)
0.02% 0.01% November 7, 2025
Wang Tao / 王濤 43,000 (including
43,000 H Shares)
0.02% 0.01% November 7, 2025
Qi Yuhua / 戚玉華 43,000 (including
43,000 H Shares)
0.02% 0.01% November 7, 2025
Ji Minfeng / 季閩峰 25,800 (including
25,800 H Shares)
0.01% 0.01% November 7, 2025
Mao Zhenwei / 毛振
25,800 (including
25,800 H Shares)
0.01% 0.01% November 7, 2025
Chen Shanlin / 陳山林 25,000 (including
25,000 H Shares)
0.01% 0.01% November 7, 2025
Zhuo Yanping / 卓燕
24,000 N/A 0.01% November 7, 2025
Huang Haihua / 黃海
22,701 (including
22,701 H Shares)
0.01% 0.01% November 7, 2025
Li Wei / 李威 22,701 N/A 0.01% November 7, 2025
Liu Xuming / 劉旭鳴 21,500 N/A 0.01% November 7, 2025
Jiang Lifen / 姜利芬 20,000 (including
20,000 H Shares)
0.01% less than 0.01% November 7, 2025
Lin Qiao / 林樵 20,000 N/A less than 0.01% November 7, 2025
Shan Gonghua / 單貢
8,600 N/A less than 0.01% November 7, 2025
Lin Yuxian / 林玉仙 4,300 (including
4,300 H Shares)
less than 0.01% less than 0.01% November 7, 2025
Wang Mingjin / 王明
4,300 (including
4,300 H Shares)
less than 0.01% less than 0.01% November 7, 2025
Subtotal 11,8373,254 23.97% 30.69%
--- page 18 ---
16
Notes:
1. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
2. Close associate of Ms. Li Yan (李豔), LC Logistics, was allocated Offer Shares as a cornerstone investor.
For details, please refer to the sections headed “International Offe ring Cornerstone Investors” and
“International Offering Allotees with waivers/consents obtained” in this announcement.
3. Ms. Yao Huiqiong ( 姚慧瓊) was allocated Offer Shares as a placee. For details, please refer to the
section headed “ International Offering Allotees with waivers/consents obtained” in this
announcement..
--- page 19 ---
17
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
subject to lock-up
undertakings
upon
Listing
% of shareholding
in the Company
subject to lock-up
undertakings
upon listing
(assuming the
Over-allotment
Option is not
exercised)
Last day subject to
the lock-up
undertakings Note 1
Valsun
TechnologyNote 2
3,487,500 11.67% 0.84% May 7, 2025
LC Logistics Note 2 1,602,300 5.36% 0.39% May 7, 2025
Ms. Wong 1,923,000 6.43% 0.46% May 7, 2025
Subtotal 7,012,800 23.46% 1.69%
Notes:
1. The Cornerstone Investors shall not dispose of any of the Offer Shares subscribed pursuant to the
Cornerstone Investment Agreements on or before the indicated date.
2. Each of Valsun Technology and LC Logistics are cl ose associates of exis ting Shareholders of the
Company. For details, please refer to the sectio ns headed “International Offering Cornerstone
Investors” and “International Offering Allotees with waivers/consents obtained” in this
announcement. Shares subscribed by Valsun Technology and LC Logistics as cornerstone investors
are subject to lock-up undertakings as indicated above.
--- page 20 ---
18
PLACEE CONCENTRATION ANALYSIS
Placees*
Number of H
Shares allotted
Allotment as % of
International Offering
(assuming no exercise of
the Over-allotment
Option)
Allotment as %
of International
Offering (assuming
the Over- allotment
Option is exercised and
new H Shares
are issued)
Allotment as % of total
Offer Shares (assuming no
exercise of the Over-
allotment Option)
Allotment as % of total
Offer Shares (assuming
the Over-allotment
Option is exercised and
new H Shares are issued)
Number of
Shares held upon Listing
% of total issued share
capital upon Listing
(assuming no exercise of the
Over-allotment Option)
·% of total issued
share capital upon
Listing (assuming the
Over- allotment
Option is exercised and
new H Shares
are issued)
Top 1 5,836,000 27.89% 22.97% 19.52% 16.98% 5,836,000 1.41% 1.39%
Top 5 14,323,600 68.45% 56.37% 47.91% 41.66% 18,043,458 4.35% 4.30%
Top 10 19,207,600 91.79% 75.59% 64.25% 55.87% 23,413,358 5.64% 5.58%
Top 25 25,094,700 119.92% 98.76% 83.94% 72.99% 29,300,458 7.06% 6.98%
Notes
* Ranking of placees is based on the number of Shares allotted to the placees.
--- page 21 ---
19
H SHAREHOLDERS CONCENTRATION ANALYSIS
H
Sharehold
ers
Number of
H Shares
all
otted
Allotment as %
of
International
Offering
(assuming no
exercise of the
Over-allotment
Option)
Allotment as %
of
International
Offering
(assuming the
Over-
allotment
Option is
exercised and
new H Shares
are
issued)
Allotment as %
of total Offer
Shares
(assuming no
exercise of the
Over-
allotment
Option)
Allotment as
% of total
Offer Shares
(assuming the
Over-allotment
Option is
exercised and
new H Shares
are issued)
Number of
H Shares
held upon
Listing
% of
total issued H
Shares capital
upon
Listing
(assuming no
exercise of the
Over-allotment
Option
)
% of
total issued H
Share capital
upon
Listin
g (assuming
the Over-
allotment
Optio
n is exercised
and new H
Shares are
issued
)
Top 1 0 0.00% 0.00% 0.00% 0.00% 39,236,240 17.23% 16.90%
Top 5 0 0.00% 0.00% 0.00% 0.00% 133,248,919 58.52% 57.39%
Top 10 5,836,000 27.89% 22.97% 19.52% 16.98% 167,121,019 73.40% 71.98%
Top 25 16,616,500 79.41% 65.39% 55.58% 48.33% 201,025,326 88.29% 86.58%
Notes
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
SHAREHOLDERS CONCENTRATION ANALYSIS
Sharehold
ers
Number of
H Shares
all
otted
Allotment as %
o
f
International
Offerin
g (assuming
no exercise of
the Over-
allotment
Option)
Allotment as %
of
International
Offering
(assuming the
Over-
allotment
Option is
exercised and
new H Shares
are
issued)
Allotment as %
of total Offer
Shares
(assuming no
exercise of the
Over-
allotment
Option)
Allotment as
% of total
Offer Shares
(assuming the
Over-allotment
Option is
exercised and
new H Shares
are issued)
Number of
Shares held
upon Listing
% of total
issued share
capital upon
Listing
(assuming no
exercise of the
Over-allotment
Option)
% of total
issued share
capital upon
Listing
(assuming the
Over-allotment
Option is
exercised and
new H Shares
are issued)
Top 1 0 0.00% 0.00% 0.00% 0.00% 118,084,045 28.44% 28.14%
Top 5 0 0.00% 0.00% 0.00% 0.00% 237,098,177 57.10% 56.49%
Top 10 0 0.00% 0.00% 0.00% 0.00% 302,867,069 72.94% 72.16%
Top 25 12,848,800 61.40% 50.57% 42.98% 37.37% 370,299,253 89.18% 88.23%
Notes
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholders upon Listing.
--- page 22 ---
20
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, 5,570 valid applications
made by the public will be conditionally allocated on the basis set out below:
Approximate
Pool A percentage
allotted of the
Number Number total number of
of H Shares of valid H Shares applied
applied for
applications Basis of allocation/ballot for
300 2,248
1,574 out of 2,248 applicants to receive 300 H
Shares 70.02%
600 839 300 H Shares 50.00%
900 260
300 H Shares plus 91 out of 260 applicants to
receive an additional 300 H Shares 45.00%
1,200 183
300 H Shares plus 110 out of 183 applicants to
receive an additional 300 H Shares 40.03%
1,500 195
300 H Shares plus 165 out of 195 applicants to
receive an additional 300 H Shares 36.92%
1,800 89 600 H Shares 33.33%
2,100 69 600 H Shares plus 17 out of 69 applicants to
receive an additional 300 H Shares 32.09%
2,400 49 600 H Shares plus 24 out of 49 applicants to
receive an additional 300 H Shares 31.12%
2,700 39
600 H Shares plus 28 out of 39 applicants to
receive an additional 300 H Shares 30.20%
3,000 495
600 H Shares plus 446 out of 495 applicants to
receive an additional 300 H Shares 29.01%
4,500 99 900 H Shares 20.00%
6,000 227
900 H Shares plus 182 out of 227 applicants to
receive an additional 300 H Shares 19.01%
7,500 77 1,200 H Shares 16.00%
9,000 65
1,200 H Shares plus 33 out of 65 applicants to
receive an additional 300 H Shares 15.03%
10,500 43 1,500 H Shares 14.29%
12,000 48
1,500 H Shares plus 29 out of 48 applicants to
receive an additional 300 H Shares 14.01%
13,500 35 1,800 H Shares 13.33%
15,000 162
1,800 H Shares plus 81 out of 162 applicants to
receive an additional 300 H Shares 13.00%
30,000 127 2,400 H Shares 8.00%
45,000 41 3,300 H Shares 7.33%
60,000 38 4,200 H Shares 7.00%
75,000 10 5,100 H Shares 6.80%
90,000 18 6,000 H Shares 6.67%
105,000 11 6,900 H Shares 6.57%
120,000 12 7,800 H Shares 6.50%
135,000 6 8,700 H Shares 6.44%
150,000 35 9,600 H Shares 6.40%
--- page 23 ---
21
300,000 26 18,900 H Shares 6.30%
Total
5,546
Total number of Pool A successful applicants:
4,872
Pool B Approximate
percentage
allotted of the
Number Number total number of
of H Shares of valid H Shares applied
applied for
applications Basis of allocation/ballot for
450,000
12 131,100 H Shares 29.13%
600,000
5 174,300 H Shares 29.05%
750,000
3 217,800 H Shares 29.04%
900,000
2 261,000 H Shares 29.00%
1,494,600
2 432,000 H Shares 28.90%
Total
24
Total number of Pool B successful applicants:
24
--- page 24 ---
22
As of the date of this announcem ent, the relevant subscription m onies previously deposited in the
designated nominee accounts have been remitted ba ck to the accounts of all HKSCC participants.
Investors should contact their rele vant brokers for any inquiries.
COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the Listing Rules that have be en waived and/or in respect of
which consent has been obtained, the Company ha s complied with the Lis ting Rules and guidance
materials in relation to the placing, allotment and listing of the Companys shares.
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC
transaction levy and trading fee payable.
OTHERS / ADDITIONAL INFORMATION
Close associates of existing Shareholders as co rnerstone investors (with Waivers from Strict
Compliance with Rule 10.04 of the Listing Rule s and Prior Written Consents under Paragraph
5(2) of the Placing Guidelines)
Each of Valsun Technology and LC Logistics are clos e associates of existi ng shareholders of the
Company, Sailvan Times and Ms. Li Yan (
李豔), respectively.
As of the date of the Prospectus, Sailvan Times held 1,785,532 Domestic Unlisted Shares,
representing approximately 0.46% of the shares of the Company. Valsun Technology has been placed
3,487,500 H Shares at the Offer Price as a cornerstone investor, representing approximately 11.67%
of the total number of Offer Shares initially available under the Global Offering (assuming the Over-
allotment Option is not exercised) and approximatel y 0.84% of the total issued Shares of the
Company upon completion of the Global Offeri ng (assuming the Over-allotment Option is not
exercised).
As at the date of the Prospectus, Ms. Li Yan ( 李豔) held 1,934,326 Domestic Unlisted Shares,
representing approximately 0.50% of the shares of the Company. LC Logistics has been placed
1,602,300 H Shares at the Offer Price as a cornerstone investor, representing approximately 5.36%
of the total number of Offer Shares initially available under the Global Offering (assuming the Over-
allotment Option is not exercised) and approximatel y 0.39% of the total issued Shares of the
Company upon completion of the Global Offeri ng (assuming the Over-allotment Option is not
exercised).
The Company has applied for, and the Stock Exchange has granted, waivers from strict compliance
with Rule 10.04 of the Listing Rules and written consents under Paragraph 5(2) of the Placing
Guidelines in relation to allocation to each of Valsun Technology, a close associate of an existing
shareholder of the Company, Sailvan Times, and to LC Logistics, a close associate of an existing
shareholder of the Company, Ms. Li Yan (李豔). Please refer to the “Waivers from Strict Compliance
with the Listing Rules” section in the Prospectus for further details. The allocation of Offer Shares
to each of Valsun Technology and LC Logistics is in compliance with all the conditions under the
waivers and consents granted by the Stock Exchange.
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23
Existing Shareholder as placee (with Waiver from Strict Compliance with Rule 10.04 of the Listing
Rules and Prior Written Consent under Paragraph 5(2) of the Placing Guidelines)
Ms. Yao Huiqiong (姚慧瓊) ("Ms. Yao") is an existing shareholder of the Company. As at the date
of the Prospectus, Ms. Yao held 485,900 Domestic Unlisted Shares, representing approximately
0.13% of the shares of the Company. Ms. Yao has been placed with 818,100 H Shares at the Offer
Price as a placee under the Inte rnational Offering, representing approximately 2.74% of the total
number of Offer Shares initially available under th e Global Offering (assuming the Over-allotment
Option is not exercised) and approximately 0.31% of the total issued Shares of the Company upon
completion of the Global Offering (assuming the Over-allotment Option is not exercised).
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, waivers
from strict compliance with Rule 10.04 of the Listing Rules and its consent under paragraph 5(2) of
the Placing Guidelines to permit the Company to a llocate such Offer Shares in the International
Offering to Ms. Yao. The allocatio n of Offer Shares to Ms. Yao is in compliance with all the
conditions under the waivers and consents granted by the Stock Exchange.
Connected Clients as placees (with the Consent under Paragraph 5(1) of the Placing Guidelines)
Subscribing for and Holding on a Non-Discretio nary Basis on Behalf of Independent Third
Parties
Under the International Offeri ng, 747,300 Offer Shares, representi ng approximately 2.50% of the
total number of Offer Shares (assuming the O ver-allotment Option is not exercised) and
approximately 0.18% of the total issued share capital after the Global Offering (assuming the Over-
allotment Option is not exercised) were placed to Huatai Capital. Such Offer Shares will be held by
Huatai Capital on a non-discretionary basis. As at the date of this announcement, Huatai Financial
Holdings (Hong Kong) Limited, the Sponsor-Overall Coordinator, one of the Joint Global
Coordinators, Joint Bookrunners and Joint Lead Managers of the Proposed Listing, and Huatai
Capital, are indirect wholly-owned subsidiaries of Huatai Securities Co., Ltd. (
華泰證券股份有限
公司), the shares of which are listed on both the Shanghai Stock Exchange (stock code: 601688) and
the Stock Exchange (stock code: 6886). Therefore, Huatai Capital and Huat ai Financial Holdings
(Hong Kong) Limited are members of the same gr oup pursuant to paragraph 13(7) of the Placing
Guidelines and Chapter 4.15 of the Guide for Ne w Listing Applicants. Pursuant to an ISDA
Agreement, Huatai Capital, as placee, will hold the Offer Shares on a non-discretionary basis as the
single underlying holder under a to tal return swap order (the “ Client TRS”) placed by and fully
funded (i.e. with no financing provided by Huatai Capital) by Shanghai Qinchen Private Equity Fund
Management Partnership (Limited Partnership) (上海勤辰私募基金管理合夥企業(有限合夥)
) (the “Huatai Ultimate Client”), by which, Huatai Capital will pass the full economic exposure of
the Offer Shares to the Huatai Ultimate Client, which in effect, Huatai Capital will hold the beneficial
interest of the Offer Shares on beha lf of the Huatai Ultimate Client. The purpose of Huatai Capital
to subscribe for the Offer Shares is for hedging the Client TRS order placed by the Huatai Ultimate
Client. Pursuant to the terms of the Client TRS, during the tenor of the Client TRS, all economic
returns of the Offer Shares will be passed to the Huatai Ultimate Client through the Client TRS and
all economic loss shall be borne by the Huatai U ltimate Client. Huatai Cap ital will not take any
economic return or bear any economic loss in relation to the Offer Shares. To the best knowledge of
Huatai Capital and Financial Holdings (Hong Kong) Limited after making all reasonable enquiries,
the Huatai Ultimate Client and each of its ultimat e beneficial owners is an independent third party
of Huatai Capital, Financial Holdings (Hong Kong) Limited and the companies which are members
of the same group of Huatai Financial Holdings (Hong Kong) Limited.
--- page 26 ---
24
Under the International Offering, 99,000 Offer Shares, representing approximately 0.33% of the
total number of Offer Shares (assuming the O ver-allotment Option is not exercised) and
approximately 0.02% of the total issued share capital after the Global Offering (assuming the Over-
allotment Option is not exercised) were placed to CSI. Such Offer Shares will be held by CSI on a
non-discretionary basis. As at the date of this announcement, CLSA Limite d, one of the Overall
Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers of the
Proposed Listing, and CSI, are indirect wholly-owned subsidiaries of CITIC Securities Co., Ltd. (
信證券股份有限公司), the shares of which are listed on both the Shanghai Stock Exchange (stock
code: 600030) and the Stock Exchan ge (stock code: 6030). Therefore, CSI and CLSA Limited are
members of the same group pursuant to paragraph 13(7) of the Placing Guidelines and Chapter 4.15
of the Guide for New Listing Applicants. CSI will act as the single counter party of a back-to-back
total return swap transaction (the “CSI Back-to-back TRS”) to be entered into by CSI in connection
with a total return swap order (the “ CSI Client TRS ”) placed by its ultimate client, namely
Guangdong Xiyu Investment & Management Co., Ltd. 廣東西域投資管理有限公司 (" Xiyu
Investment") (the “CSI Ultimate Client”), by which CSI will pass the full economic exposure of the
relevant Offer Shares placed to CSI (the “ CSI Offer Shares”) to the CSI Ultimate Client, meaning
in effect, CSI will hold the beneficial interest of the CSI Offer Shares on behalf of the CSI Ultimate
Client on a non-discretionary basis. CSI will hold th e legal title and beneficia l interest in the CSI
Offer Shares, but will cont ractually agree to pass on the full economic exposur e and return of the
CSI Offer Shares to the CSI Ultimate Client. The CSI Ultimate Client may exercise an early
termination right to early termin ate the CSI Client TRS at any tim e from the trade date of the CSI
Client TRS which should be on or after the date on which the CSI Offer Shares are listed on the Stock
Exchange. Upon the final maturity or early termina tion of the CSI Client TRS by the CSI Ultimate
Clients, CSI will dispose of the CSI Offer Shares on the secondary market and the CSI Ultimate
Clients will receive a final termination amount of the CSI Back-to-back TRS which should have taken
into account all the economic returns or economic loss in relation to the CSI Offer Shares and the
fixed amount of transaction fees of the CSI Back-to-back TRS and the CSI Client TRS. CSI will not
exercise the voting right of the CSI Offer Shares during the tenor of the CSI Back-to-back TRS.
As
confirmed by CSI, the CSI Ultimat e Client and the ultimate benefi cial owners of the CSI Ultimate
Client are independent third parties of CSI and CLSA and the companies which are members of the
same group of CLSA, and are independent from each of the Company, its subsidiaries and substantial
shareholders.
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, consents
under paragraph 5(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares
in the International Offering to each of Huatai Capital and CSI . The allocation of Offer Shares to
each of Huatai Capital and CSI is in compliance with all the conditions under the consents granted
by the Stock Exchange.
Reallocation
As the Hong Kong Public Offering has been over-s ubscribed by 15 times or more but less than 50
times the number of the Offer Shares initially available for subscription under the Hong Kong Public
Offering, the reallocation procedure as disclosed in the paragraph headed "Structure of the Global
Offering The Hong Kong Public Offering Reallocation" in the Prospectus has been applied.
The number of Offer Shares initially available under the Hong Kong Public Offering was 2,989,500
H Shares, representin
g approximately 10% o f the total number o f Offer Shares initiall y available
--- page 27 ---
25
under the Global Offering (before any exercise of the Offer Size Adjustment Option and the Over-
allotment Option). As a result of such reallocation, the final number of Offer Shares under the Hong
Kong Public Offering is adjusted to 8,968,500 H Shares , representing approximately 30% of Offer
Shares initially available under th e Global Offering (before any exer cise of the Over-allotment
Option).
DISCLAIMERS
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
“Stock Exchange”) and Hong Kong Securities Cl earing 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 liab ility whatsoever for any loss howsoever arising
from or in reliance upon the whole or any par t 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 stat e of the United States
and the District of Columbia). This announcement does not, and is not intended to, constitute
or form a part of any offer to sell or solicitation to purchase or subscribe for any securities
in the United States or in any other jurisdiction. The Offer Shares have not been, and will
not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”) or securities law of any st ate or other jurisdiction of th e United States and may not be
offered, sold, pledged or otherwise transferred within the United States, except pursuant to an
available exemption from, or in a transaction not subject to, the regist ration requirements of
the U.S. Securities Act and in compliance with any applicable state securi ties laws. There will
be no public offer of the Offer Shares in the United States.
The Offer Shares are being offered and sold solely 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 offer or an invitation
to induce an offer by any pers on to acquire, purchase or subscr ibe for any securities of the
Company. This announcement is not a prospectus. Po tential investors should read the Prospectus
dated October 31, 2024 issued by the Company for detailed information about the Company and
the Global Offering described below before deciding whether or not to invest in the H Shares. Any
investment decision in relation to the Offer Shares should be ta ken solely in reliance on the
information provided in the Prospectus.
* Potential investors of the Offer Shares should note that the Sole Sponsor and Overall Coordinators
(for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the
Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events
set out in the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong
Kong Public Offering —Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m.
(Hong Kong time) on the Listing Date (which is currently expected to be on Friday, November 8,
2024).
--- page 28 ---
PUBLIC FLOAT
Immediately after
the completion of the Global Offering, 170,109,894 H Shares, representing
approximately 40.97% of the issued share capital of our Company will count towards the public
float (before any exercise of the Over-allotment Option), satisfying the minimum percentage
prescribed by Rule 8.08 of the Listing Rules.
The Directors confirm that, immediately following completion of the Global Offering: (i) at least
25% of the total number of issued Shares will be held by the public, in compliance with Rule
8.08(1) of the Listing Rules; (ii) the Shares will be held by at least 300 Shareholders at the time
of Listing, in compliance with Rule 8.08(2) of the Listing Rules; (iii) the three largest public
Shareholders will not hold more than 50% of the Shares held in public hands at the time of Listing,
in compliance with Rule 8.08(3) of the Listing Rules; (iv) no placee will, individually, be placed
more than 10% of the enlarged issued share capital of the Company immediately after the Global
Offering; and (v) there will not be any new substantial Shareholder (as defined in the Listing
Rules) of the Company.
COMMENCEMENT OF DEALINGS
Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time) on
Friday, November 8, 2024, provided that the Global Offering has become unconditional and the
right of termination described in the section headed “Underwriting { Underwriting Arrangements
and Expenses { Hong Kong Public Offering { Grounds for Termination ” in the Prospectus has
not been exercised. Investors who trade H Shares prior to the receipt of H Share certificates or 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. (Hong Kong time)
on Friday, November 8, 2024, it is expected that dealings in the Shares on the Stock Exchange will
commence at 9:00 a.m. on Friday, November 8, 2024. The Shares will be traded in board lots of
300 H Shares each. The stock code of the H Shares will be 02519.
By order of the Board
AuGroup (SHENZHEN) Cross-Border Business Co., Ltd.
Mr. Lu Haizhuan
Chairperson, Executive Director and
Chief Executive Officer
Hong Kong, November 7, 2024
As at the date of this announcement, the Board comprises, (i) Mr. Lu Haizhuan, Mr. Ze Kuaiyue
and Ms. Zhuang Liyan as executive Directors; (ii) Ms. Zou Jiajia, Mr. Jin Hao and Mr. Lu Songdu
as non-executive Directors; and (iii) Ms. Meng Rongfang, Mr. Xu Jinke and Mr. Chen Xiaohuan as
independent non-executive Directors.
This announcement is available for viewing on the website of the Company at
http://www.augroup.com and the website of the Stock Exchange at www.hkexnews.hk .