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.
2063 lines
59 KiB
Plaintext
2063 lines
59 KiB
Plaintext
--- page 1 ---
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
|
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announcement.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
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defined in the prospectus dated October 31, 2024 (the “Prospectus ”) issued by AuGroup (SHENZHEN) Cross-Border
|
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Business Co., Ltd. ( ශਿ(ଉέ)ʮ̡ ) (the “Company ”).
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This announcement is for information purposes only and does not constitute an offer or an invitation to induce an
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offer by any person to acquire, purchase or subscribe for any securities of the Company. This announcement is not a
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prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global
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Offering described below before deciding whether or not to invest in the H Shares. Any investment decision in relation
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to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not, and is not intended to, constitute or form a part of any offer to sell or solicitation to purchase
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or subscribe for any securities in the United States or in any other jurisdiction. The Offer Shares have not been, and
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will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act ”) or securities law
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of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred
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within the United States, except pursuant to an available exemption from, or in a transaction not subject to, the
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registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. There
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will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold solely
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outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
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In connection with the Global Offering, Huatai Financial Holdings (Hong Kong) Limited as stabilizing manager (the
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“Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or
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effect transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that
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which might otherwise prevail in an open market for a limited period after the Listing Date. However, there is no
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obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action,
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which, if commenced, will be conducted at the sole and absolute discretion of the Stabilizing Manager, its affiliates or
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any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought
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to an end on the 30th day after the last date for lodging applications under the Hong Kong Public Offering. Such
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stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case
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in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price
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Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures
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Ordinance (Chapter. 571 of the Laws of Hong Kong).
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Potential investors should be aware that stabilizing actions cannot be taken to support the price of the Shares for longer
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than the stabilization period which will begin on the Listing Date and is expected to expire on the 30th day after the
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last day for lodging applications under the Hong Kong Public Offering (which is Thursday, December 5, 2024). After
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this date, no further stabilizing action may be taken, and demand for the Shares and therefore the price of the Shares
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could fall.
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Potential investors of the Offer Shares should note that the Sole Sponsor and Overall Coordinators (for themselves and
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on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with
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immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting { Underwriting
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Arrangements and Expenses { Hong Kong Public Offering – Grounds for Termination ” in the Prospectus at any time
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prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Friday, November 8,
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2024).
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In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the
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International Underwriters, exercisable by the Overall Coordinators (for themselves and on behalf of the International
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Underwriters). Pursuant to the Over-allotment Option, the International Underwriters will have the right, exercisable
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by the Overall Coordinators (for themselves and on behalf of the International Underwriters) at any time from the
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Listing Date until 30 days after the last day for lodging applications under the Hong Kong Public Offering (which
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is Thursday, December 5, 2024), to require the Company to issue and allot up to an additional 4,484,100 H Shares,
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representing 15% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price,
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to cover over-allocations in the International Offering, if any.
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--- page 2 ---
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AuGroup (SHENZHEN) Cross-Border Business Co., Ltd.
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ශਿ ( ଉέ )ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the
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Global Offering
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: 29,894,700 H Shares (subject to the Over-
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allotment Option)
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Number of Hong Kong Offer Shares : 8,968,500 H Shares (as adjusted after
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reallocation)
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Number of International Offer Shares : 20,926,200 H Shares (as adjusted after
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reallocation and subject to the Over-
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allotment Option)
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Final Offer Price : HK$15.60 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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AFRC transaction levy of 0.00015%, and
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Hong Kong Stock Exchange trading fee of
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0.00565% (payable in full on application
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in Hong Kong dollars and subject to
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refund)
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Nominal value : RMB1.00 per H Share
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Stock code : 02519
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Sole Sponsor, Overall Coordinator, Joint Global Coordinator,
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Joint Bookrunner and Joint Lead Manager
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Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Bookrunner and Joint Lead Manager
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--- page 3 ---
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1
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AuGroup (SHENZHEN) Cross-Border Business Co., Ltd./傲基(深圳)跨境商務股份有限
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公司
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, ca pitalised terms used in this announc ement shall have the same meanings
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as those defined in the prospect us dated October 31, 2024 (the “ Prospectus”) issued by AuGroup
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(SHENZHEN) Cross-Border Business Co., Ltd. (傲基(深圳)跨境商務股份有限公司) (the “Company”).
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Warning: In view of high concen tration of shareholding in a small number of H Share Shareholders,
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H Share Shareholders and prospective investors should be aware that the price of the H Shares could
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move substantially even with a small number of H Shares traded and should exercise extreme caution
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when dealing in the H Shares.
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SUMMARY
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*see note at the end of the announcement
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The number of offer shares above is determined after taking into account the additional shares issued under
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the following Offer Size Adjustment Option
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Over-allocation
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No. of Offer Shares over-allocated 4,484,100
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Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in
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the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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combination of these means. In the event the Over -allotment Option is exercised, an announcement will be
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made on the Stock Exchange’s website.
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Company information
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Stock code 02519
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Stock short name AUGROUP
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Dealings commencement date November 8, 2024*
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Price Information
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Final Offer Price HK$15.60
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Offer Price Range HK$14.56 - HK$15.60
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Offer Price Adjustment exercised No
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Offer Shares and Share Capital
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Number of Offer Shares 29,894,700
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Number of Offer Shares in Hong Kong Public Offering (after
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reallocation)
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8,968,500
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Number of offer shares in International Offering (after
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reallocation)
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20,926,200
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Number of issued shares upon Listing (assuming the Over-
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allotment Option is not exercised)
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415,205,916
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option 0
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- Hong Kong Public Offering 0
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- International Offering 0
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--- page 4 ---
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2
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Note: Gross proceeds refers to the amount to which the issuer is entitled to receive, assuming the Over-
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allotment Option is not exercised. For details of the use of proceeds, please refer to the section headed
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"Future Plans and Use of Proceeds" in the Prospectus.
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Proceeds
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Gross proceeds (Note) HK$ 466.4 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$ 78.8 million
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Net proceeds HK$ 387.5 million
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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Number of valid applications 5,570
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Number of successful applications 4,896
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Subscription level 17.74 times
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Claw-back triggered Yes
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Number of Offer Shares initially available under the Hong Kong
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Public Offering
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2,989,500
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Number of Offer Shares reallocated from the International
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Offering (claw-back)
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5,979,000
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Final number of Offer Shares under the Hong Kong Public Offering
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(after reallocation)
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8,968,500
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% of final Offer Shares under the Hong Kong Public Offering to
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the Global Offering
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30%
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Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
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https://www.hkeipo.hk/iporesult to perform a search by identification number or
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https://www.hkeipo.hk/iporesult for the full list of allottees.
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INTERNATIONAL OFFERING
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Number of placees 120
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Subscription Level 2.45 times
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Number of Offer Shares initially available under the International
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Offering
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26,905,200
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Number of Offer Shares reallocated to the Hong Kong Public
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||
Offering (claw-back)
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5,979,000
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Final number of Offer Shares under the International Offering 20,926,200
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% of final Offer Shares under the International Offering to the
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Global Offering
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70%
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The Directors confirm that, to the best of their knowledge, information and belief, save for waivers from strict
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compliance with Rule 10.04 of the Listing Rules and consents under paragraphs 5(1) and 5(2) of Appendix F1
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to the Listing Rules (the “ Placing Guidelines”) granted by the Stock Exchange to permit the Company to
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allocate certain Offer Shares in the Internat ional Offering to certain existing shareholders 1 and to Huatai
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1 For details, please see "Others / Additional information " in this announcement.
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--- page 5 ---
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3
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Capital Investment Limited (" Huatai Capital ") and CITIC Securities Inte rnational Capital Management
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Limited ("CSI"), to subscribe for and hold the relevant Offer Shares on a non-discretionary basis on behalf of
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their respective ultimate clients 2, (i) none of the Offer Shares subscr ibed by the placees and the public have
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been financed directly or indirectly by the Company, any of the Directors, Supervisors, chief executive of the
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Company, controlling shareholders, substantial shareholders, existing shareholders of the Company or any of
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its subsidiaries or their respectiv e close associates; and (ii) none of the placees and the public who have
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purchased the Offer Shares are accust omed to taking instructions from the Company, any of the Directors,
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Supervisors, chief executive of the Company, controlli ng shareholders, substantial shareholders, existing
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shareholders of the Company or any of its subsidiaries or their respective close asso ciates in relation to the
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acquisition, disposal, voting or other disposition of H Shares registered in his/her/its name or otherwise held
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by him/her/it.
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The placees in the International Offering include the following:
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Cornerstone Investors
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|
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|
||
|
||
|
||
|
||
|
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Investor
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|
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|
||
|
||
|
||
|
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Number
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of Offer
|
||
Shares
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||
allocated
|
||
|
||
|
||
|
||
|
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% of Offer
|
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Shares
|
||
(assuming
|
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the Over-
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allotment
|
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Option is not
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||
exercised)
|
||
|
||
|
||
|
||
|
||
|
||
|
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% of total issued
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H Shares after
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the Global
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||
Offering
|
||
|
||
|
||
|
||
% of total issued
|
||
share capital
|
||
after the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
|
||
|
||
|
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Existing
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shareholders or
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their close
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associates
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Hongkong
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Valsun
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Technology
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Limited (香港華
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成雲商科技有
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限公司)
|
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("Valsun
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Technology")
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3,487,500 11.67% 1.53% 0.84% Yes
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LC Logistics,
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Inc. (樂艙物
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流股份有限
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公司) ("LC
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Logistics")
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1,602,300 5.36% 0.70% 0.39% Yes
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Ms. Wong,
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Ka Wai
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Vivian ("Ms.
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Wong")
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1,923,000 6.43% 0.84% 0.46% No
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Total 7,012,800 23.46% 3.08% 1.69%
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Allotees with waivers/consents obtained
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2 For details, please see "Others / Additional information " in this announcement.
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--- page 6 ---
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4
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|
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|
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|
||
|
||
|
||
|
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Invest
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or
|
||
|
||
|
||
|
||
|
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Number of
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Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
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||
allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
% of total
|
||
issued
|
||
share
|
||
capital
|
||
after the
|
||
Global
|
||
Offering
|
||
(assumin
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||
g the
|
||
Over-
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||
allotment
|
||
Option is not
|
||
exercised)
|
||
|
||
|
||
|
||
|
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Relationship
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Valsun
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Technology
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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
|
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Logistics
|
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1,602,300 5.36% 0.70% 0.39% LC Logistics is a close
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||
associate of an existing
|
||
shareholder of the
|
||
Compan
|
||
y. Note 2
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||
Ms. Yao
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Huiqiong (
|
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姚慧瓊)
|
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("Ms. Yao")
|
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818,100 2.74% 0.36% 0.20% Ms. Yao is an existing
|
||
shareholder of the
|
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Company.
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Note 3
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Huatai
|
||
Capital
|
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747,300 2.50% 0.33% 0.18% Huatai Capital is a
|
||
connected client of
|
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Huatai Financial
|
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Holdings (Hong Kong)
|
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Limited ("Huatai
|
||
Financial") by virtue
|
||
of both of them being
|
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indirect wholly-owned
|
||
subsidiaries of Huatai
|
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Securities Co., Ltd.
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Note
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4
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CSI 99,000 0.33% 0.04% 0.02% CSI is a connected client
|
||
of CLSA Limited
|
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(“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
|
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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
|
||
艷
|
||
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 Jing’an
|
||
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
|
||
華
|
||
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
|
||
陽
|
||
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
|
||
璐
|
||
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
|
||
忠
|
||
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
|
||
華
|
||
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
|
||
瓊
|
||
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
|
||
軍
|
||
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
|
||
玲
|
||
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
|
||
隆
|
||
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
|
||
豐
|
||
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
|
||
松
|
||
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
|
||
玲
|
||
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
|
||
衛
|
||
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
|
||
萍
|
||
24,000 N/A 0.01% November 7, 2025
|
||
Huang Haihua / 黃海
|
||
華
|
||
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
|
||
華
|
||
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
|
||
金
|
||
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 Company’s shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
|
||
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
|
||
them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC
|
||
transaction levy and trading fee payable.
|
||
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
|
||
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.
|
||
|
||
|
||
--- page 25 ---
|
||
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. (
|
||
中
|
||
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 .
|