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.
1332 lines
44 KiB
Plaintext
1332 lines
44 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
|
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated Monday, September 8, 2025 (the “Prospectus ”) of Hesai Group (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 offer
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by any person to acquire, purchase or subscribe for any of the 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 Global Offering described
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below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer
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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 constitute or form a part of any offer or solicitation to purchase or subscribe for securities
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in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent
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registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities
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Act”). Any public offering of our securities to be made in the United States will be made by means of a prospectus that
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may be obtained from us and that will contain detailed information about us and our management, as well as financial
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statements. We are conducting a public offering of the securities described herein in the United States pursuant to our
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registration statement on Form F-3, as amended, filed with the United States Securities and Exchange Commission on
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September 5, 2025.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as
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the stabilizing manager (the “Stabilizing Manager ”) (or any person acting for it), on behalf of the Underwriters, may
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over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Class B Ordinary
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Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However,
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there is no obligation on the Stabilizing Manager (or any person acting for it) to conduct any such stabilizing action.
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Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or any
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person acting for it) and in what the Stabilizing Manager (or any person acting for it) reasonably regards as the best
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interest of our Company, (b) may be discontinued at any time, and (c) is required to be brought to an end within 30
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days after the last day for lodging applications under the Hong Kong Public Offering (which is Saturday, October 11,
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2025). Such stabilization action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each
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case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures
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(Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and
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Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the Class B Ordinary
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Shares for longer than the stabilization period which begins on the Listing Date, and is expected to expire on Saturday,
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October 11, 2025, the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.
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After this date, when no further stabilizing action may be taken, demand for the Class B Ordinary Shares and therefore
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the price of the Class B Ordinary Shares, could fall.
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Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-OCs (for themselves
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and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong
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Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section headed
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“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ”
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in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to
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be on Tuesday, September 16, 2025).
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The Company is controlled through weighted voting rights. Prospective investors should be aware of the potential risks
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of investing in a company with a WVR structure, in particular that the WVR Beneficiaries, whose interests may not
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necessarily be aligned with those of our Shareholders as a whole, will be in a position to exert significant influence
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over the outcome of Shareholders ’ resolution. For further information about the risks associated with the Company ’s
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WVR structure, please refer to the section headed “Risk Factors { Risks Related to the Global Offering and the
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Dual Listing. ” Prospective investors should make the decision to invest in the Company only after due and careful
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consideration.
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--- page 2 ---
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2
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Hesai Group
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禾賽科技 *
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(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 19,550,000 Offer Shares (taking into
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account the full exercise of the Offer Size
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Adjustment Option and subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 1,955,000 Offer Shares (taking into
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account the full exercise of the Offer Size
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Adjustment Option)
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Number of International Offer Shares : 17,595,000 Offer Shares (taking into
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account the full exercise of the Offer Size
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Adjustment Option and subject to the
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Over-allotment Option)
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Public Offer Price : HK$212.80 per Offer Share, plus brokerage
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of 1.0%, SFC transaction levy of 0.0027%,
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Stock Exchange trading fee of 0.00565%,
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and AFRC transaction levy of 0.00015%
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(payable in full on application in Hong
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Kong dollars and subject to refund)
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Nominal Value : US$0.0001 per Offer Share
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Stock Code : 2525
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Joint Sponsors, Sponsor-OCs, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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* For identification purpose only
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--- page 3 ---
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______________
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* For identification purpose only
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3
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Hesai Group / 禾賽科技*
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the Class B Ordinary Shares
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could move substantially even with a small number of the Class B Ordinary Shares traded and should
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exercise extreme caution when dealing in the Class B Ordinary Shares.
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SUMMARY
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Company information
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Stock code 2525
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Stock short name HESAI-W
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Dealings commencement date September 16, 2025*
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*see note at the end of the announcement
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Price Information
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Final Public Offer Price and International Offer Price (the
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“Offer Price”)
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HK$212.80
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Maximum Public Offer Price HK$228.00
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Offer Shares and Share Capital
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Number of Offer Shares (after the full exercise of the Offer
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Size Adjustment Option)
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19,550,000
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Final Number of Offer Shares in Public Offer (after the full
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exercise of the Offer Size Adjustment Option)
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1,955,000
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Final Number of Offer Shares in International Offer (after
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the full exercise of the Offer Size Adjustment Option)
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17,595,000
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Number of issued Shares upon Listing (before exercise of the
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Over-allotment Option)
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153,209,711
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The number of Offer Shares above is determined after taking into account the additional Offer Shares issued
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under the following Offer Size Adjustment Option.
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the option 2,550,000
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- Public Offer 255,000
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- International Offer 2,295,000
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The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company is issuing
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and allotting 2,550,000 additional Offer Shares, representing 15% of the total number of Offer Shares
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initially available under the Global Offering, at the final Offer Price.
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Over-allocation
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No. of Offer Shares over-allocated 2,932,500
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- International Offer 2,932,500
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Such over-allocation may be covered by exercising the Over -allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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--- page 4 ---
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4
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combination of these means. In the event the Over -allotment Option is exercised, an announcement will
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be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$4,160.24 million
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Less: Estimated listing expenses payable based on final
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Offer Price
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HK$154.99 million
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Net proceeds HK$4,005.25 million
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Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use
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of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. The
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Company will adjust the allocation of the net proceeds from the exercise of the Offer Size Adjustment Option
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and the exercise of the Over -allotment Option (if any) for the purposes as set out in the section headed
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“Future Plans and Use of Proceeds” of the Prospectus on a pro rata basis.
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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No. of valid applications 93,392
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No. of successful applications 47,242
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Subscription level (before taking into account the Offer Size
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Adjustment Option)
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168.65 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Public Offer 1,700,000
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No. of Offer Shares reallocated from the International Offer (claw-
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back)
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N/A
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Final no. of Offer Shares under the Public Offer (after the full
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exercise of the Offer Size Adjustment Option)
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1,955,000
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% of Offer Shares under the Public Offer to the Global Offering 10%
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Note: For details of the final allocation of Offer Shares to the Public Offer , investors can refer to
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www.hkeipo.hk/iporesult to perform a search by identification number or www.hkeipo.hk/iporesult for the full
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list of allottees.
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INTERNATIONAL OFFER
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No. of placees 237
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Subscription level (before taking into account the Offer Size
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Adjustment Option)
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14.09 times
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No. of Offer Shares initially available under the International Offer 15,300,000
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No. of Offer Shares reallocated to the Public Offer (claw-back) N/A
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Final no. of Offer Shares under the International Offer (after the
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full exercise of the Offer Size Adjustment Option)
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17,595,000
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% of Offer Shares under the International Offer to the Global
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Offering
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90%
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--- page 5 ---
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5
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The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a waiver from
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strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 1C (2) of Appendix F1
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to the Listing Rules (the “ Placing Guidelines”) granted by the Stock Exchange to permit Offer Shares in the
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International Offering to be placed to certain Permitted Existing Shareholders and/or their close associates;
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and (b) a consent under Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to,
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among other things, allocate further Offer Shares in the International Offering to Cornerstone Investors and/or
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their respective close associates, (i) none of the Offer Shares subscribed by the placees and the public have
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been financed directly or indirectly by the Company, any of the Directors, chief executive of the Company,
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Controlling Shareholder s, substantial Shareholders , existing Shareholders of the Company or any of its
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subsidiaries or their respective close associates ; and (ii) none of the placees and the public who have
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purchased the Offer Shares are accustomed to taking instructions from the Company, any of the Directors,
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chief executive of the Company, Controlling Shareholders, substantial Shareholders, existing Shareholders of
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the Company or any of its subsidiaries or their respective close associates in relation to the acquisition,
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disposal, voting or other disposition of the Class B Ordinary Shares registered in his/her/its name or otherwise
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held by him/her/it.
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The placees in the International Offer include the following:
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Cornerstone Investors
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||
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Investor
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No. of
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Offer
|
||
Shares
|
||
allocated
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% of Offer
|
||
Shares (after
|
||
taking into
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account the full
|
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exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
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assuming the
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Over-allotment
|
||
Option is not
|
||
exercised)
|
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% of total issued
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Class B Ordinary
|
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Shares (after
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taking into
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account the full
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exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
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% of total issued
|
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share capital after
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the Global
|
||
Offering (after
|
||
taking into
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account the full
|
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exercise of the
|
||
Offer Size
|
||
Adjustment
|
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Option and
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||
assuming the
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Over-allotment
|
||
Option is not
|
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exercised) Note 2
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Existing
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shareholders
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or their close
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associates
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HHLR Advisors,
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Ltd.
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(“HHLRA”) 1,831,500 9.37% 1.45% 1.20% Yes
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Taikang Life
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Insurance Co.,
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Ltd (“ Taikang
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Life”) 1,025,640 5.25% 0.81% 0.67% No
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WT Asset
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Management
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Limited (“ WT
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Asset
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Management”) 1,098,900 5.62% 0.87% 0.72% No
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Grab Inc. 366,300 1.87% 0.29% 0.24% No
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Hongda Group
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(Hong Kong)
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Co., Limited 732,600 3.75% 0.58% 0.48% No
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--- page 6 ---
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6
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Investor
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No. of
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Offer
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Shares
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allocated
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% of Offer
|
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Shares (after
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taking into
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account the full
|
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exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
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assuming the
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Over-allotment
|
||
Option is not
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||
exercised)
|
||
% of total issued
|
||
Class B Ordinary
|
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Shares (after
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||
taking into
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account the full
|
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exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
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assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital after
|
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the Global
|
||
Offering (after
|
||
taking into
|
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account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
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assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note 2
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Existing
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shareholders
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or their close
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associates
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(“Hongda
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Group”)
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Commando
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Global Fund 366,300 1.87% 0.29% 0.24% No
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Total 5,421,240 27.73% 4.30% 3.54%
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Note:
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1. In addition to the Offer Shares subscribed for as Cornerstone Investors, HHLRA, Taikang Life,
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Hongda Group, Commando Global Fund and/or their close associates, were allocated further
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Offer Shares as placees in the International Offering. Please refer to the section headed “Allotment
|
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Results Details – International Offer – Allotees with Waivers/Consents Obtained” in this
|
||
announcement for details. Only the Offer Shares subscribed for as Cornerstone Investors are
|
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subject to lock -up as indicated below. For details, please refer to the section headed “Lock -up
|
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Undertakings – Cornerstone Investors” in this announcement.
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2.
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Only taking into account the Offer Shares allocated to the relevant investors under the Global
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Offering.
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--- page 7 ---
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7
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Allotees with Waivers/Consents Obtained
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Investor
|
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No. of
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Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares (after
|
||
taking into
|
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account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Class B Ordinary
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital after
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note3 Relationship
|
||
Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to
|
||
allocations of further Offer Shares to Cornerstone Investors and/or their respective close associates
|
||
Note 1
|
||
HHLRA 732,500 3.75% 0.58% 0.48%
|
||
The investor is
|
||
one of the
|
||
Cornerstone
|
||
Investors.
|
||
Taikang Life 218,000 1.12% 0.17% 0.14%
|
||
The investor is
|
||
one of the
|
||
Cornerstone
|
||
Investors.
|
||
Hongda Group 365,000 1.87% 0.29% 0.24%
|
||
The investor is
|
||
one of the
|
||
Cornerstone
|
||
Investors.
|
||
Shenzhen
|
||
Commando
|
||
Capital
|
||
Management
|
||
Co., Ltd. 238,000 1.22% 0.19% 0.16%
|
||
The investor is
|
||
a close
|
||
associate of
|
||
Commando
|
||
Global Fund,
|
||
one of the
|
||
Cornerstone
|
||
Investors.
|
||
Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the
|
||
Guide for New Listing Applicants in relation to allocations to connected clients Note 2
|
||
Guotai Junan
|
||
Investments
|
||
(Hong Kong)
|
||
Limited
|
||
(“GTJA
|
||
Investments”)
|
||
313,800 1.61% 0.25% 0.20%
|
||
Connected
|
||
client
|
||
|
||
|
||
--- page 8 ---
|
||
8
|
||
|
||
|
||
Investor
|
||
No. of
|
||
Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Class B Ordinary
|
||
Shares (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
share capital after
|
||
the Global
|
||
Offering (after
|
||
taking into
|
||
account the full
|
||
exercise of the
|
||
Offer Size
|
||
Adjustment
|
||
Option and
|
||
assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Note3 Relationship
|
||
CICC Financial
|
||
Trading Limited
|
||
(“CICC FT”) 73,000 0.37% 0.06% 0.05%
|
||
Connected
|
||
client
|
||
ICBC Wealth
|
||
Management
|
||
Co., Ltd (“ICBC
|
||
WM”)
|
||
42,000 0.21% 0.03% 0.03%
|
||
Connected
|
||
client
|
||
HSBC Global
|
||
Asset
|
||
Management
|
||
(Hong Kong)
|
||
Limited
|
||
(“HSBC AM”)
|
||
36,500 0.19% 0.03% 0.02%
|
||
Connected
|
||
client
|
||
Notes:
|
||
|
||
1. The number of Offer Shares allocated to the relevant investors listed in this subsection only
|
||
represents the number of Offer Shares allocated to the investors as placees in the International
|
||
Offering. For allocations of Offer Shares to the relevant investors as Cornerstone Investors, please
|
||
refer to the section headed “Allotment Results Details – International Offer – Cornerstone
|
||
Investors” in this announcement. For details of the consent under Chapter 4.15 of the Guide for
|
||
New Listing Applicants in relation to allocations of further Offer Shares to Cornerstone Investors
|
||
and/or their respective close associates, please refer to the section headed “ Others / Additional
|
||
Information – Allocations of Offer Shares to Cornerstone Investors and/or their close associates
|
||
with consent under Chapter 4.15 of the Guide for New Listing Applicants” in this announcement.
|
||
|
||
2. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of
|
||
the Guide for New Listing Applicants in relation to allocations to connected clients, please refer
|
||
to the section headed “Others / Additional Information – Placing to connected clients with a prior
|
||
consent under paragraph 1C(1) of the Placing Guidelines” in this announcement.
|
||
|
||
3.
|
||
Only taking into account the Offer Shares allocated to the relevant investors under the Global
|
||
Offering.
|
||
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
|
||
Name
|
||
Number of Shares held in
|
||
the Company subject to lock-
|
||
up undertakings upon
|
||
Listing
|
||
% of total issued Shares after the
|
||
Global Offering upon Listing
|
||
(after taking into account the full
|
||
exercise of the Offer Size
|
||
Adjustment Option and assuming
|
||
the Over-allotment Option is not
|
||
exercised)
|
||
Last day subject to the
|
||
lock-up undertakings
|
||
Note 1
|
||
ALBJ
|
||
Limited
|
||
8,879,636 Class A Ordinary
|
||
Shares
|
||
5.80% March 15, 2026 (First
|
||
Six-month Period) Note 2
|
||
September 15, 2026
|
||
(Second Six-month
|
||
Period) Note 3
|
||
|
||
Fermat Star
|
||
Limited
|
||
9,228,622 Class A Ordinary
|
||
Shares
|
||
6.02% March 15, 2026 (First
|
||
Six-month Period) Note 2
|
||
September 15, 2026
|
||
(Second Six-month
|
||
Period)
|
||
Note 3
|
||
|
||
Galbadia
|
||
Limited
|
||
8,890,603 Class A Ordinary
|
||
Shares and 165,031 Class B
|
||
Ordinary Shares
|
||
5.91% March 15, 2026 (First
|
||
Six-month Period) Note 2
|
||
September 15, 2026
|
||
(Second Six-month
|
||
Period)
|
||
Note 3
|
||
|
||
Notes:
|
||
|
||
1. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month
|
||
period ends on March 15, 2026 and for the second six-month period ends on September 15, 2026.
|
||
|
||
2. The Controlling Shareholders may dispose of or transfer Shares after the indicated date subject to that the
|
||
Controlling Shareholders will not cease to be a Controlling Shareholder.
|
||
|
||
3. The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after the
|
||
indicated date.
|
||
|
||
|
||
Cornerstone Investors Name
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock -up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued Class
|
||
B Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over -allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over -allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
HHLRA 1,831,500 1.45% 1.20%
|
||
March 15,
|
||
2026
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
|
||
Name
|
||
Number of Shares
|
||
held in the Company
|
||
subject to lock -up
|
||
undertakings upon
|
||
Listing
|
||
% of total issued Class
|
||
B Ordinary Shares
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over -allotment
|
||
Option is not
|
||
exercised)
|
||
% of total issued
|
||
Shares after the Global
|
||
Offering upon Listing
|
||
(after taking into
|
||
account the full
|
||
exercise of the Offer
|
||
Size Adjustment
|
||
Option and assuming
|
||
the Over -allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 1
|
||
Taikang Life 1,025,640 0.81% 0.67%
|
||
March 15,
|
||
2026
|
||
WT Asset
|
||
Management 1,098,900 0.87% 0.72%
|
||
March 15,
|
||
2026
|
||
Grab Inc. 366,300 0.29% 0.24%
|
||
March 15,
|
||
2026
|
||
Hongda Group 732,600 0.58% 0.48%
|
||
March 15,
|
||
2026
|
||
Commando
|
||
Global Fund 366,300 0.29% 0.24%
|
||
March 15,
|
||
2026
|
||
Total 5,421,240 4.30% 3.54%
|
||
Note:
|
||
|
||
1. In accordance with the relevant cornerstone investment agreements, the required lock -up ends on
|
||
March 15, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring
|
||
the Class B Ordinary Shares subscribed for pursuant to the relevant cornerstone investment agreements
|
||
after the indicated date.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
|
||
PLACEE CONCENTRATION ANALYSIS**
|
||
Placees*
|
||
Number of
|
||
Class B
|
||
Ordinary
|
||
Shares
|
||
allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
Class B
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
Allotment
|
||
as % of
|
||
total
|
||
Offer
|
||
Shares
|
||
(assuming
|
||
no
|
||
exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
Class B
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
Class B
|
||
Ordinary
|
||
Shares held
|
||
upon
|
||
Listing***
|
||
% of total
|
||
issued
|
||
Class B
|
||
Ordinary
|
||
Shares
|
||
upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued
|
||
Class B
|
||
Ordinary
|
||
Shares
|
||
upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
Class B
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
% of total
|
||
issued
|
||
share
|
||
capital
|
||
upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
Class B
|
||
Ordinary
|
||
Shares are
|
||
issued)
|
||
Top 1 2,564,000 14.57% 12.49% 13.12% 11.40% 2,664,000 2.11% 2.06% 1.74% 1.71%
|
||
Top 5 7,289,640 41.43% 35.51% 37.29% 32.42% 7,389,640 5.85% 5.72% 4.82% 4.73%
|
||
Top 10 11,281,440 64.12% 54.96% 57.71% 50.18% 11,381,440 9.02% 8.81% 7.43% 7.29%
|
||
Top 25 16,028,560 91.10% 78.08% 81.99% 71.29% 16,128,560 12.78% 12.49% 10.53% 10.33%
|
||
|
||
Notes:
|
||
* Ranking of placees is based on the number of Offer Shares allotted to the placees.
|
||
** Taking into account the full exercise of the Offer Size Adjustment Option.
|
||
*** Representing the number of Class B Ordinary Shares held by the relevant placees upon Listing to the best knowledge of the Company after due enquiry.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
|
||
NO. OF
|
||
OFFER
|
||
SHARES
|
||
APPLIED
|
||
FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF ALLOTMENT /
|
||
BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF THE
|
||
TOTAL NO. OF
|
||
OFFER SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
20 26,117
|
||
7,836 out of 26,117 applicants to
|
||
receive 20 shares 30.00%
|
||
40 10,092
|
||
3,243 out of 10,092 applicants to
|
||
receive 20 shares 16.07%
|
||
60 4,394
|
||
1,470 out of 4,394 applicants to
|
||
receive 20 shares 11.15%
|
||
80 3,441
|
||
1,257 out of 3,441 applicants to
|
||
receive 20 shares 9.13%
|
||
100 5,774
|
||
2,259 out of 5,774 applicants to
|
||
receive 20 shares 7.82%
|
||
120 1,731
|
||
716 out of 1,731 applicants to
|
||
receive 20 shares 6.89%
|
||
140 1,159
|
||
503 out of 1,159 applicants to
|
||
receive 20 shares 6.20%
|
||
160 1,107
|
||
501 out of 1,107 applicants to
|
||
receive 20 shares 5.66%
|
||
180 859
|
||
403 out of 859 applicants to receive
|
||
20 shares 5.21%
|
||
200 7,475
|
||
3,616 out of 7,475 applicants to
|
||
receive 20 shares 4.84%
|
||
300 3,360
|
||
1,841 out of 3,360 applicants to
|
||
receive 20 shares 3.65%
|
||
400 3,105
|
||
1,858 out of 3,105 applicants to
|
||
receive 20 shares 2.99%
|
||
500 2,286
|
||
1,465 out of 2,286 applicants to
|
||
receive 20 shares 2.56%
|
||
600 1,384
|
||
938 out of 1,384 applicants to
|
||
receive 20 shares 2.26%
|
||
700 760
|
||
540 out of 760 applicants to receive
|
||
20 shares 2.03%
|
||
800 978
|
||
724 out of 978 applicants to receive
|
||
20 shares 1.85%
|
||
900 713
|
||
548 out of 713 applicants to receive
|
||
20 shares 1.71%
|
||
1,000 5,191
|
||
4,114 out of 5,191 applicants to
|
||
receive 20 shares 1.59%
|
||
2,000 2,860
|
||
2,804 out of 2,860 applicants to
|
||
receive 20 shares 0.98%
|
||
3,000 1,473
|
||
20 shares plus 162 out of 1,473
|
||
applicants to receive an additional
|
||
20 shares 0.74%
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
|
||
4,000 1,179
|
||
20 shares plus 251 out of 1,179
|
||
applicants to receive an additional
|
||
20 shares 0.61%
|
||
5,000 904
|
||
20 shares plus 270 out of 904
|
||
applicants to receive an additional
|
||
20 shares 0.52%
|
||
6,000 638
|
||
20 shares plus 238 out of 638
|
||
applicants to receive an additional
|
||
20 shares 0.46%
|
||
7,000 414
|
||
20 shares plus 182 out of 414
|
||
applicants to receive an additional
|
||
20 shares 0.41%
|
||
8,000 385
|
||
20 shares plus 193 out of 385
|
||
applicants to receive an additional
|
||
20 shares 0.38%
|
||
9,000 332
|
||
20 shares plus 185 out of 332
|
||
applicants to receive an additional
|
||
20 shares 0.35%
|
||
10,000 1,958
|
||
20 shares plus 1,187 out of 1,958
|
||
applicants to receive an additional
|
||
20 shares 0.32%
|
||
20,000 1,152
|
||
20 shares plus 1,136 out of 1,152
|
||
applicants to receive an additional
|
||
20 shares 0.20%
|
||
Total 91,221
|
||
Total number of Pool A
|
||
successful applicants: 45,071
|
||
|
||
POOL B
|
||
30,000 909
|
||
140 shares plus 455 out of 909
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
40,000 257
|
||
180 shares plus 256 out of 257
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
50,000 218
|
||
240 shares plus 106 out of 218
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
60,000 111
|
||
280 shares plus 109 out of 111
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
70,000 96
|
||
340 shares plus 45 out of 96
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
80,000 73
|
||
380 shares plus 70 out of 73
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
90,000 46
|
||
440 shares plus 21 out of 46
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
100,000 224
|
||
480 shares plus 208 out of 224
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
|
||
200,000 84
|
||
980 shares plus 65 out of 84
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
300,000 38
|
||
1,480 shares plus 22 out of 38
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
400,000 38
|
||
1,980 shares plus 14 out of 38
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
500,000 10
|
||
2,480 shares plus 2 out of 10
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
600,000 7 2,980 shares 0.50%
|
||
700,000 10
|
||
3,460 shares plus 7 out of 10
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
850,000 50
|
||
4,200 shares plus 39 out of 50
|
||
applicants to receive an additional
|
||
20 shares 0.50%
|
||
Total 2,171
|
||
Total number of Pool B
|
||
successful applicants: 2,171
|
||
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants .
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Class B Ordinary 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 is the same as the final O ffer Price in addition to any brokerage, AFRC transaction levy, SFC
|
||
transaction levy and trading fee payable.
|
||
OTHERS / ADDITIONAL INFORMATION
|
||
|
||
Offer Size Adjustment Option
|
||
|
||
The Offer Size Adjustment Option has been exercised by the Company in full, pursuant to which the
|
||
Company is issuing and allotting 2,550,000 additional Offer Shares, representing 15% of the total
|
||
number of Offer Shares initially available under the Global Offering, at the final Offer Price.
|
||
|
||
Accordingly, the total number of Offer Shares finally available under the Global Offering (after taking
|
||
into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||
allotment Option) that would be allotted and issu ed by the Company is 19,550,000 Offer Shares and
|
||
the total issued share capital of the Company upon Listing (after taking into account the full exercise
|
||
of the Offer Size Adjustment Option and before any exercise of the Over -allotment Option) will be
|
||
153,209,711 Shares (assuming that (i) no further Shares are issued pursuant to the 2021 Plan between
|
||
the Latest Practicable Date and the completion of the Global Offering, and (ii) no Class A Ordinary
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
|
||
Shares are converted into Class B Ordinary Shares between the Latest Practicable Date and the Listing
|
||
Date).
|
||
|
||
Allocations of Offer Shares to Cornerstone Investors and/or their close associates with consent
|
||
under Chapter 4.15 of the Guide for New Listing Applicants
|
||
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15 of
|
||
the Guide for New Listing Applicants to permit the Company to allocate further Offer Shares in the
|
||
International Offering to certain Cornerstone Investors and/or their close associates as placees (the
|
||
“Size-based Exemption Participants ”), subject to the following conditions (the “Size- based
|
||
Exemption”):
|
||
|
||
(a) the final offering size of the Global Offering, excluding any over -allocation, will be of a total
|
||
value of at least HK$1 billion;
|
||
|
||
(b) the Offer Shares allocated to the Size- based Exemption Participants (whether as Cornerstone
|
||
Investors and/or as placees) as permitted under this exemption do not exceed 30% of the total
|
||
number of Offer Shares offered under the Global Offering;
|
||
|
||
(c) each Director, chief executive and Controlling Shareholder of the Company confirms that no
|
||
securities have been allocated to them or their respective close associates under the Size- based
|
||
Exemption;
|
||
|
||
(d) the allocation to Size -based Exemption Participants will not affect the Company’s ability to
|
||
satisfy its public float requirement under Rule 8.08 of the Listing Rules; and
|
||
|
||
(e) details of the allocation to Size- based Exemption Participants under the Size -based Exemption
|
||
will be disclosed in this announcement.
|
||
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted
|
||
by the Stock Exchange.
|
||
|
||
For details of the allocations of Offer Shares to Cornerstone Investors , please refer to the section
|
||
headed “Allotment Results Details – International Offer ing – Allotees with Waivers/Consents
|
||
Obtained” in this announcement.
|
||
|
||
Placing to connected clients with a prior consent under paragraph 1C (1) of the Placing
|
||
Guidelines
|
||
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of their
|
||
connected distributors pursuant to the Placing Guidelines.
|
||
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent
|
||
under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares
|
||
in the International Offering to the connected clients. The allocation of Offer Shares to such connected
|
||
clients is in compliance with all the conditions under the consent granted by the Stock Exchange.
|
||
Details of the placement to connected clients are set out below:
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
|
||
No. Connected Distributor Connected
|
||
Client
|
||
Relationship Whether the connected
|
||
clients will hold the
|
||
beneficial interests of the
|
||
Offer Shares on a non-
|
||
discretionary basis or
|
||
discretionary basis for
|
||
independent third parties
|
||
Number of Offer
|
||
Shares to be allocated
|
||
to the Connected
|
||
Client
|
||
Approximate percentage
|
||
of total number of Offer
|
||
Shares under the Global
|
||
Offering (after taking
|
||
into account the full
|
||
exercise of the Offer Size
|
||
Adjustment Option and
|
||
assuming no exercise of
|
||
the Over-allotment
|
||
Option)
|
||
Approximate percentage
|
||
of total issued share
|
||
capital immediately
|
||
following the Global
|
||
Offering (after taking
|
||
into account the full
|
||
exercise of the Offer Size
|
||
Adjustment Option and
|
||
assuming the Over-
|
||
allotment Option is not
|
||
exercised)
|
||
1. Guotai Junan Securities
|
||
(Hong Kong) Limited
|
||
(“GTJA Securities”)
|
||
and Haitong
|
||
International Securities
|
||
Company Limited
|
||
(“HTI”)
|
||
GTJA
|
||
Investment Note 1
|
||
GTJA Investments is a
|
||
member of the same
|
||
group of GTJA
|
||
Securities and HTI.
|
||
Non-discretionary basis 313,800 1.61% 0.20%
|
||
2. China International
|
||
Capital Corporation
|
||
Hong Kong Securities
|
||
Limited (“CICCHKS”)
|
||
CICC FT Note 2 CICC FT is a member
|
||
of the same group of
|
||
CICCHKS.
|
||
Non-discretionary basis 73,000 0.37% 0.05%
|
||
3. ICBC International
|
||
Securities Limited
|
||
(“ICBCI”)
|
||
ICBC WM Note 3 ICBC WM is a
|
||
member of the same
|
||
group of ICBCI.
|
||
Discretionary basis 42,000 0.21% 0.03%
|
||
4. HSBC Broking
|
||
Securities (Asia) Limited
|
||
(“HSBC”)
|
||
HSBC AM Note 3 HSBC AM is a fellow
|
||
subsidiary of HSBC.
|
||
Discretionary basis 36,500 0.19% 0.02%
|
||
|
||
Notes:
|
||
1. GTJA Investments shall hold the Offer Shares for hedging purpose as the single underlying asset of a back -to-back total return swap transaction (the “GTJA Back-to-
|
||
back TRS”) to be entered into between GTJA Investments and Guotai Junan Securities Co., Ltd. (the “ GTJA Onshore Parent”) in connection with a total return swap
|
||
order (the “GTJA Client TRS”) to be entered into by GTJA Onshore Parent and its ultimate clients (the “GTJA Onshore Ultimate Clients”). Such GTJA Client TRS is
|
||
to be fully funded by the GTJA Onshore Ultimate Clients. GTJA Investments will hold the Class B Ordinary Shares on a non- discretionary basis for the purpose of
|
||
hedging the economic exposure under the GTJA Back-to-back TRS and GTJA Client TRS only, and the economic exposure of the underlying Offer Shares will be passed
|
||
to the GTJA Onshore Ultimate Clients, subject to the terms and conditions of the GTJA Back- to-back TRS and GTJA Client TRS documents. During the tenor of the
|
||
GTJA Client TRS, all economic returns of the Class B Ordinary Shares will be passed to the GTJA Onshore Ultimate Clients and all economic losses shall be borne by
|
||
the GTJA Onshore Ultimate Clients in accordance with the terms and conditions of the GTJA Back-to-back TRS and GTJA Client TRS documents, and GTJA Investments
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
|
||
will not take part in any economic return or bear any economic loss in relation to the price of the Offer Shares. The GTJA Onshore Ultimate Clients may request to
|
||
redeem the Class B Ordinary Shares at their own discretion, upon which GTJA Investments shall dispose of the Class B Ordinary Shares and settle the GTJA Back -to-
|
||
back TRS and GTJA Client TRS in cash in accordance with the terms and conditions of the GTJA Back-to-back TRS and GTJA Client TRS documents. Due to its internal
|
||
policy, GTJA Investments will not exercise the voting right attaching to the Class B Ordinary Shares during the tenor of the GTJA Back -to-back TRS and GTJA Client
|
||
TRS documents.
|
||
To the best knowledge of GTJA Investments after making all reasonable enquiries , each of the GTJA Onshore Ultimate Clients is an independent third party of GTJA
|
||
Investments, GTJA Securities, HTI, and the companies which are members of the same group of companies as GTJA Securities and HTI .
|
||
2. CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta- one OTC swap transactions (the “OTC Swaps”) with each
|
||
other and the ultimate clients (the “CICC FT Ultimate Clients”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the OTC
|
||
Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate Clients, subject to customary fees and commissions. The
|
||
OTC Swaps will be fully funded by the CICC FT Ultimate Clients. During the terms of the OTC Swaps, all economic returns of the Offer Shares subscribed by CICC FT
|
||
will be passed to the CICC FT Ultimate Clients and all economic loss shall be borne by the CICC FT Ultimate Clients through the OTC Swaps, and CICC FT will not
|
||
take part in any economic return or bear any economic loss in relation to the Offer Shares. The OTC Swaps are linked to the O ffer Shares and the CICC FT Ultimate
|
||
Clients may request CICC FT to redeem it at their own discretions, upon which CICC FT shall dispose of the Offer Shares and settle OTC Swaps in cash in accordance
|
||
with the terms and conditions of the OTC Swap. Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching
|
||
to the relevant Offer Shares during the terms of the OTC Swaps according to its internal policy.
|
||
|
||
To the best knowledge of CICC FT after making all reasonable enquiries, each of the CICC FT Ultimate Clients is an independent third party of CICC FT, CICCHKS,
|
||
and the companies which are members of the same group of companies as CICCHKS.
|
||
|
||
3. ICBC WM will hold the Offer Shares in its capacity as discretionary investment manager managing on behalf of its underlying c lients.
|
||
|
||
To the best knowledge of ICBC WM after making all reasonable enquiries, each of the underlying clients of ICBC WM is an independent third party of ICBC WM, ICBCI,
|
||
and the companies which are members of the same group of ICBCI.
|
||
|
||
4. HSBC AM will hold the Offer Shares in its capacity as discretionary investment manager managing on behalf of its underlying c lients.
|
||
|
||
To the best knowledge of HSBC AM after making all reasonable enquiries, each of the underlying clients of HSBC AM is an independent third party of HSBC AM, HSBC,
|
||
and the companies which are members of the same group of companies as HSB C.
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
|
||
DISCLAIMERS
|
||
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong
|
||
Kong Securities Clearing Company Limited take no responsibility for the contents of this
|
||
announcement, make no representation as to its accuracy or completeness and expressly disclaim
|
||
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
|
||
part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into the
|
||
United States (including its territories and possessions, any state of the United States and the District
|
||
of Columbia). This announcement does not const itute or form a part of any offer or solicitation to
|
||
purchase or subscribe for securities in the United States or in any other jurisdiction. Securities may
|
||
not be offered or sold in the United States absent registration or an exemption from registration under
|
||
the U.S. Securities Act. Any public offering of our securities to be made in the United States will be
|
||
made by means of a prospectus that may be obtained from us and that will contain detailed information
|
||
about us and our management, as well as financial statements. We are conducting a public offering of
|
||
the securities described herein in the United States pursuant to our registration statement on Form F -
|
||
3, as amended, filed with the United States Securities and Exchange Commission on September 5 ,
|
||
2025.
|
||
This announcement is for information purposes only and does not constitute an invitation or offer to
|
||
acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||
investors should read the Prospectus dated September 8, 2025 issued by Hesai Group for detailed
|
||
information about the Global Offering described below before deciding whether or not to invest in the
|
||
Offer Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-OCs (for
|
||
themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their
|
||
obligations under the Hong Kong Underwriting Agreement with immediate effect upon the
|
||
occurrence of any of the events set out in the section headed “Underwriting – Underwriting
|
||
Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the
|
||
Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently
|
||
expected to be on September 16, 2025).
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering (after taking into account the full
|
||
exercise of the Offer Size Adjustment Option and before any exercise of the Over -allotment Option),
|
||
the total number of the Class B Ordinary Shares held by the public represents approximately 99.52%
|
||
of the total issued Class B Ordinary Shares of the Company, which is higher than the prescribed
|
||
percentage of Class B Ordinary Shares required to be held in public hands of 15% under Rule 8.08(1)
|
||
of the Listing Rules calculated based on the final Offer Price of HK$ 212.80 per Offer Share, thereby
|
||
satisfying the public float requirement under Rule 8.08(1) of the Listing Rules.
|
||
Each of the Cornerstone Investors has agreed to a lock- up period of six months following the Listing
|
||
Date. As such, Class B Ordinary Shares held by the Cornerstone Investors upon the Listing shall not
|
||
be counted towards the free float of the Class B Ordinary Shares of the Company at the time of Listing.
|
||
Based on the final Offer Price of HK$ 212.80 per Offer Share, the Company satisfies the free float
|
||
requirement under Rule 8.08A of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering (after taking
|
||
into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
|
||
allotment Option), (i) no placee will, individually, be placed more than 10% of the enlarged total issued
|
||
Class B Ordinary Shares of the Company immediately after the Global Offering; (ii) there will not be
|
||
any new substantial Shareholder immediately after the Global Offering; (iii) the three largest public
|
||
Class B Ordinary Shareholders of the Company do not hold more than 50% of the Class B Ordinary
|
||
Shares in public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the
|
||
Listing Rules; and (iv) there will be at least 300 Class B Ordinary Shareholders at the time of the
|
||
Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, September 16,
|
||
2025 (Hong Kong time), provided that the Global Offering has become unconditional and the right of
|
||
termination described in the section headed “Underwriting – Underwriting Arrangements and
|
||
Expenses – Hong Kong Public Offering – Grounds for Termination” in the Prospectus has not been
|
||
exercised. Investors who trade the Class B Ordinary Shares on the basis of publicly available allocation
|
||
details prior to the receipt of Share certificates or prior to the Share certificates becoming valid
|
||
evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Tuesday,
|
||
September 16, 2025 (Hong Kong time), it is expected that dealings in the Class B Ordinary Shares on
|
||
the Stock Exchange will commence at 9:00 a.m. on Tuesday, September 16, 2025 (Hong Kong time).
|
||
The Class B Ordinary Shares will be traded in board lots of 20 Class B Ordinary Shares each, and the
|
||
stock code of the Class B Ordinary Shares will be 2525.
|
||
By order of the Board
|
||
Hesai Group
|
||
Dr. Yifan Li
|
||
Executive Director and Chief Executive Officer
|
||
|
||
Hong Kong, September 15, 2025
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
|
||
As of the date of this announcement, the Board comprises: (i) Dr. Yifan Li, Dr. Kai Sun, Mr. Shaoqing
|
||
Xiang and Ms. Cailian Yang as the executive Directors; and (ii) Ms. Yi Zhang, Dr. Jie Chen and Mr.
|
||
Jia Ren as the independent non-executive Directors.
|