geometrybase
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.
1324 lines
41 KiB
Plaintext
1324 lines
41 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, capitalised terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated August 7, 2025 (the “Prospectus ”) issued by Guangzhou Innogen Pharmaceutical
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Group Co., Ltd. (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 Offer Shares. Any investment decision in
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relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for any securities
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in the United States or in any other jurisdictions. The Offer Shares have not been, and will not be, registered under the
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United States Securities Act of 1933, as amended (the “U.S. Securities Act ”) or securities law of any state or other
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jurisdiction of the United States. The Offer Shares may not be offered, sold, pledged or otherwise transferred within
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the United States, except pursuant to an available exemption from, or in a transaction not subject to, the registration
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requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States.
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The Offer Shares are being offered and sold solely outside the United States in offshore transactions in reliance on
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Regulation S under the U.S. Securities Act.
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In connection with the Global Offering, CITIC Securities (Hong Kong) Limited and China International Capital
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Corporation Hong Kong Securities Limited (in no particular order) act as the Joint Sponsors; CLSA Limited and
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China International Capital Corporation Hong Kong Securities Limited (in no particular order) act as the Sponsor-
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Overall Coordinators and CLSA Limited, China International Capital Corporation Hong Kong Securities Limited
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(in no particular order), Deutsche Bank AG, Hong Kong Branch and Macquarie Capital Limited act as the Overall
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Coordinators.
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Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall Coordinators (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 – Hong Kong Underwriting
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Agreement – Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the
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Listing Date (which is currently expected to be on Friday, August 15, 2025).
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--- page 2 ---
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2
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Guangzhou Innogen Pharmaceutical Group Co., Ltd.
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ʮ̡
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(A joint stock company established 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 Global
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Offering
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: 36,556,400 H Shares
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Number of Hong Kong Offer Shares : 3,655,800 H Shares
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Number of International Offer Shares : 32,900,600 H Shares
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Offer Price : HK$18.68 per H Share, plus brokerage
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of 1.0%, AFRC transaction levy of
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0.00015%, SFC transaction levy of
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0.0027% and Stock Exchange trading
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fee of 0.00565% (payable in full on
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application in Hong Kong dollars and
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subject to refund)
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Nominal value : RMB1.00 per H Share
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Stock code : 2591
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Joint Sponsors, Overall Coordinators, Sponsor-Overall Coordinators, Joint Global
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Coordinators, Joint Bookrunners and Joint Lead Managers
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(in no particular order)
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Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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3
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Guangzhou Innogen Pharmaceutical Group Co., Ltd. /
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ʮ̡
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated August 7, 2025 (the “Prospectus ”) issued by
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Guangzhou Innogen Pharmaceutical Group Co., Ltd. (ʮ̡ ) (the
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“Company ”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares
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could move substantially even with a small number of H Shares traded and should exercise
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extreme caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 2591
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Stock short name INNOGEN-B
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Dealings commencement date August 15, 2025*
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* see note at the end of the announcement
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Price Information
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Offer Price HK$18.68
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Offer Shares and Share Capital
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Number of Offer Shares 36,556,400 H Shares
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Number of Offer Shares in Hong Kong Public Offering 3,655,800 H Shares
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Number of Offer Shares in International Offering 32,900,600 H Shares
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Number of issued Shares upon Listing 456,819,349 Shares
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Note: The Offer Size Adjustment Option is not exercised.
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Over-allocation
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No. of Offer Shares over-allocated 0
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Note: There has been no over-allocation of Offer Shares in the Global Offering. Therefore, the Over-allotment
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Option will not be exercised and will lapse upon Listing.
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Proceeds
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Gross proceeds (Note) HK$682.9 million
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Less: Estimated listing expenses payable based on
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Offer Price
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HK$(48.2) million
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Net proceeds HK$634.7 million
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Note: Gross proceeds refer to the amount to which the issuer is entitled to receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. During the Track
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Record Period, the listing expenses of RMB22.4 million have been charged to the consolidated statements of profit
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or loss and other comprehensive income of the Company.
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--- page 4 ---
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4
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 256,072
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No. of successful applications 18,279
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Subscription level 5,341.66 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong
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Public Offering
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3,655,800 H Shares
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No. of Offer Shares reallocated from the International Offer
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(claw-back)
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N/A
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Final no. of Offer Shares under the Hong Kong Public
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Offering
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3,655,800 H Shares
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Approximate % of Offer Shares under the Hong Kong
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Public Offering to the Global Offering
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10%
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Note: For details of the final allocation of shares to the Public Offer, investors can refer to www.hkeipo.hk/IPOResult
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to perform a search by name or identification number or www.hkeipo.hk/IPOResult for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 143
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Subscription Level 10.67 times
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No. of Offer Shares initially available under the International
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Offer
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32,900,600 H Shares
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Final no. of Offer Shares under the International Offer 32,900,600 H Shares
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Approximate % of Offer Shares under the International Offer
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to the Global Offering
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90%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the
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Offer Shares subscribed by the placees and the public have been financed directly or indirectly by
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the Company, any of the Directors, Supervisors, chief executive of the Company, the Controlling
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Shareholders, 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
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have purchased the Offer Shares are accustomed to taking instructions from the Company, any
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of the Directors, Supervisors, chief executive of the Company, the Controlling Shareholders,
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substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or their
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respective close associates in relation to the acquisition, disposal, voting or other disposition of
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Shares registered in his/her/its name or otherwise held by him/her/it.
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The placees in the International Offering included the following:
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--- page 5 ---
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5
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Cornerstone Investors
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Investor Note
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No. of Offer
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Shares
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allocated
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% of the
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Offer Shares
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% of total
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issued H
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Shares after
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the Global
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Offering
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% of total
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issued share
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capital after
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the Global
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Offering
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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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June Star Global Limited
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(ʮ̡ )
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2,100,800 5.75% 0.50% 0.46% No
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Ginkgo Capital Global Fund
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SPC-XtalPi AI Fund SP
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840,200 2.30% 0.20% 0.18% No
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Marketingforce Management Ltd
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(ʮ̡ )
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420,000 1.15% 0.10% 0.09% No
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DENG Haifeng (ࢤ420,000 1.15% 0.10% 0.09% No
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LI Huifeng ( ኇᅆჾ) 420,000 1.15% 0.10% 0.09% No
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Total 4,201,000 11.49% 1.00% 0.92%
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Note: For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors ” in
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the Prospectus.
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Allotees with Consents Obtained
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Investor
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No. of Offer
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Shares allocated
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% of the
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Offer Shares
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% of total
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issued share
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capital after
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the Global
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Offering Relationship
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Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New
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Listing Applicants in relation to allocations to a connected client Note
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Guotai Junan Investments (Hong
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Kong) Limited ( “GTJAI ”)
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2,460,000 6.73% 0.54% Connected client
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Note: 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
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relation to allocations to a connected client, please refer to the section headed “Others/Additional Information ” in this announcement.
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--- page 6 ---
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6
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number
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of Shares
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held in the
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Company
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subject to
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lock-up
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undertakings
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upon Listing
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Number of
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H Shares
|
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held in the
|
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Company
|
||
subject to
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lock-up
|
||
undertakings
|
||
upon Listing
|
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% of total
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issued H
|
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Shares after
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the Global
|
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Offering
|
||
subject to
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||
lock-up
|
||
undertakings
|
||
upon
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Listing
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% of
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shareholding
|
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in the
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Company
|
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subject to
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lock-up
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undertakings
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upon Listing
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Last day subject
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to the lock-up
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undertakings Note 1
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Dr. WANG
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QINGHUANote 2
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46,219,556 36,975,645 8.80% 10.12% August 14, 2026
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Guangzhou Nuosu
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Enterprise Management
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Partnership (Limited
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Partnership) ( ᄿψፕᘽ
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Άุ၍ଣΥྫΆุ (ࠢ
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Υྫ)) Note 2
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28,960,102 23,168,082 5.51% 6.34% August 14, 2026
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Guangzhou Nuopa
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Enterprise Management
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Partnership (Limited
|
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Partnership) (֮
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Άุ၍ଣΥྫΆุ (ࠢ
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Υྫ)) Note 2
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32,774,646 26,219,717 6.24% 7.17% August 14, 2026
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Guangzhou Nuotai
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Enterprise Management
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Partnership (Limited
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Partnership) ( ᄿψፕ㹻
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Άุ၍ଣΥྫΆุ (ࠢ
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Υྫ)) Note 2
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3,640,000 2,912,000 0.69% 0.80% August 14, 2026
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--- page 7 ---
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7
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Name
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Number
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of Shares
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held in the
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Company
|
||
subject to
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lock-up
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||
undertakings
|
||
upon Listing
|
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Number of
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||
H Shares
|
||
held in the
|
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Company
|
||
subject to
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lock-up
|
||
undertakings
|
||
upon Listing
|
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% of total
|
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issued H
|
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Shares after
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the Global
|
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Offering
|
||
subject to
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lock-up
|
||
undertakings
|
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upon
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Listing
|
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% of
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shareholding
|
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in the
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Company
|
||
subject to
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lock-up
|
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undertakings
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upon Listing
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Last day subject
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to the lock-up
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undertakings Note 1
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Hong Kong Invengen
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Pharmaceutical
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Technology Co., Limited
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(ࠢ
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ʮ̡) Note 2
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27,253,600 21,802,880 5.19% 5.97% August 14, 2026
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Hong Kong Innogen
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Pharmaceutical
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Technology Co., Limited
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(ࠢ
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ʮ̡) Note 2
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12,750,222 10,200,178 2.43% 2.79% August 14, 2026
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Total 151,598,126 121,278,502 28.86% 33.19%
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Notes:
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1. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Laws. In accordance with the
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relevant Listing Rules/guidance materials, the required lock-up for existing Shareholders ends on August 14, 2026, being 12
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months following the Listing Date.
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2. Immediately before completion of the Global Offering, Dr. Wang, founder of the Group, chairman of the Board, general manager
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of the Company and executive Director, was entitled to exercise approximately 36.07% of the voting rights in the Company
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through: (i) 46,219,556 Shares (representing approximately 11.00% of the voting rights in the Company) directly held by him;
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(ii) 65,374,748 Shares (representing approximately 15.56% of the voting rights in the Company) held by the Employee Incentive
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Platforms (i.e. Guangzhou Nuosu, Guangzhou Nuopa and Guangzhou Nuotai), whose general partner was Shanghai Nuotang
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(an entity wholly-owned by Dr. Wang); (iii) 27,253,600 Shares (representing approximately 6.48% of the voting rights in the
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Company) held by Hong Kong Invengen, which entered into the Concert Party Agreement with Dr. Wang; and (iv) 12,750,222
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Shares (representing approximately 3.03% of the voting rights in the Company) held by Hong Kong Innogen (an entity wholly-
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owned by Dr. Wang). Immediately upon completion of the Global Offering, Dr. Wang (through his controlled entities and
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arrangements under the Concert Party Agreement as forementioned) will be entitled to exercise approximately 33.19% of the
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voting rights in the Company. Therefore, Dr. Wang, Guangzhou Nuosu, Guangzhou Nuopa, Guangzhou Nuotai, Shanghai
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Nuotang, Hong Kong Invengen and Hong Kong Innogen constitute a group of Controlling Shareholders of the Company and
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each of them is subject to the lock-up undertakings pursuant to Rule 10.07 of the Listing Rules.
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--- page 8 ---
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8
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Cornerstone Investors
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Name
|
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Number of
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shares held in
|
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the Company
|
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subject to
|
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lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
June Star Global Limited 2,100,800 2,100,800 0.50% 0.46% May 14, 2026
|
||
Ginkgo Capital Global Fund
|
||
SPC-XtalPi AI Fund SP 840,200 840,200 0.20% 0.18% May 14, 2026
|
||
Marketingforce
|
||
Management Ltd 420,000 420,000 0.10% 0.09% May 14, 2026
|
||
DENG Haifeng 420,000 420,000 0.10% 0.09% May 14, 2026
|
||
LI Huifeng 420,000 420,000 0.10% 0.09% May 14, 2026
|
||
Total 4,201,000 4,201,000 1.00% 0.92%
|
||
Note:
|
||
1. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on May 14, 2026. The Cornerstone
|
||
Investors will cease to be prohibited from disposing of or transferring H Shares subscribed for pursuant to the relevant cornerstone
|
||
investment agreements after the indicated date.
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
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
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
JINGDE (GUANGZHOU)
|
||
EQUITY INVESTMENT
|
||
PARTNERSHIP (LP) ( ౻
|
||
(ᄿψ)ᛆҳ༟ΥྫΆุ
|
||
(Υྫ )) Note 2
|
||
26,556,444 26,556,444 6.32% 5.81% August 14, 2026
|
||
KIP BRIGHT II
|
||
(CHENGDU) EQUITY
|
||
INVESTMENT
|
||
PARTNERSHIP (LP) Note 2
|
||
(౻༐ɚಂ (ϓே)ᛆҳ༟
|
||
ΥྫΆุ (Υྫ ))
|
||
7,587,556 7,587,556 1.81% 1.66% August 14, 2026
|
||
KIP (ZHANGJIAGANG)
|
||
VENTURE CAPITAL
|
||
LLP Note 2 ( ᒵҳ(ಥ)
|
||
ᛆҳ༟ΥྫΆุ
|
||
(Υྫ ))
|
||
7,587,556 7,587,556 1.81% 1.66% August 14, 2026
|
||
Hefei Cowin Chengtai
|
||
Equity Investment
|
||
Partnership (Limited
|
||
Partnership) Note 3 (Ν௴
|
||
ᛆҳ༟ΥྫΆุ (Ϟ
|
||
Υྫ))
|
||
11,381,333 11,381,333 2.71% 2.49% August 14, 2026
|
||
Hefei Cowin SME
|
||
Development Fund
|
||
Partnership (Limited
|
||
Partnership) Note 3 (Ν௴
|
||
ΥྫΆ
|
||
ุ(Υྫ ))
|
||
6,033,354 6,033,354 1.44% 1.32% August 14, 2026
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
Cowin China Growth Fund
|
||
II, L.P. Note 4 (“Cowin China
|
||
Fund II ”)
|
||
26,556,444 26,556,444 6.32% 5.81% August 14, 2026
|
||
Ganzhou Gongchuang
|
||
Enterprise Management
|
||
Center (Limited
|
||
Partnership) ( ᜯψ௴Άุ
|
||
၍ଣʕː (Υྫ ))
|
||
362,001 362,001 0.09% 0.08% August 14, 2026
|
||
Palace Investments Pte. Ltd. 25,344,931 25,344,931 6.03% 5.55% August 14, 2026
|
||
BioTrack AA Limited Note 5 3,171,598 3,171,598 0.75% 0.69% August 14, 2026
|
||
BioTrack BZ Limited Note 5 3,041,537 3,041,537 0.72% 0.67% August 14, 2026
|
||
BioTrack Capital Fund I,
|
||
LP Note 5
|
||
9,055,556 9,055,556 2.15% 1.98% August 14, 2026
|
||
Jiangyin Guotiao Hongtai
|
||
Private Equity Investment
|
||
Partnership (Limited
|
||
Partnership) (इ
|
||
ᛆҳ༟ΥྫΆุ (Ϟ
|
||
Υྫ))
|
||
1,312,566 1,312,566 0.31% 0.29% August 14, 2026
|
||
Shanghai Nuolin
|
||
Pharmaceutical Partnership
|
||
Enterprise (Limited
|
||
Partnership) ( ɪऎፕᑗᔼᖹ
|
||
ΥྫΆุ (Υྫ ))
|
||
7,008,703 7,008,703 1.67% 1.53% August 14, 2026
|
||
Shenzhen Zhongshen
|
||
Xinchuang Equity
|
||
Investment Partnership
|
||
Enterprise (Limited
|
||
Partnership) ( ଉέʕଉอ௴
|
||
ᛆҳ༟ΥྫΆุ (Υ
|
||
ྫ))
|
||
12,066,709 12,066,709 2.87% 2.64% August 14, 2026
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
Ningbo Meishan Bonded
|
||
Port Area Huixin
|
||
Investment Management
|
||
Partnership (Limited
|
||
Partnership) (
|
||
ಥਜිҳ༟၍ଣΥྫΆ
|
||
ุ(Υྫ )) Note 6
|
||
8,446,696 8,446,696 2.01% 1.85% August 14, 2026
|
||
Gongqingcheng Shangpeng
|
||
Investment Management
|
||
Partnership (Limited
|
||
Partnership) Note 6 (֠۬ڡ
|
||
ᘄҳ༟၍ଣΥྫΆุ (ࠢ
|
||
Υྫ))
|
||
2,172,008 2,172,008 0.52% 0.48% August 14, 2026
|
||
Beijing Yuanhui Ruize
|
||
Entrepreneurship
|
||
Investment Center (Limited
|
||
Partnership) Note 7 ( ̏ԯ๕ᅆ
|
||
ြዣ௴ุҳ༟ʕː (Υ
|
||
ྫ))
|
||
965,337 – – 0.21% August 14, 2026
|
||
Beijing Yuanhui Ruize Zero
|
||
Phase Equity Investment
|
||
Fund Center (Limited
|
||
Partnership) Note 7 ( ̏ԯ๕ᅆ
|
||
ʕ
|
||
ː(Υྫ ))
|
||
482,668 – – 0.11% August 14, 2026
|
||
CICC Biomedical Fund L.P.
|
||
(઼ᅃ (ژ)ي
|
||
ᔼᖹ௴ุҳ༟ΥྫΆุ (Ϟ
|
||
Υྫ))
|
||
7,843,361 5,490,353 1.31% 1.72% August 14, 2026
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
Ningbo Vstar Xinyuan
|
||
Private Equity Investment
|
||
Fund Partnership Enterprise
|
||
(Limited Partnership) (ت
|
||
Υ
|
||
ྫΆุ(Υྫ ))
|
||
6,033,354 6,033,354 1.44% 1.32% August 14, 2026
|
||
Jiangsu Taizhou Light
|
||
Control Industry Investment
|
||
Partnership Enterprise
|
||
(Limited Partnership) ( Ϫᘽ
|
||
इψΈછପุҳ༟ΥྫΆ
|
||
ุ(Υྫ ))
|
||
4,826,684 2,413,342 0.57% 1.06% August 14, 2026
|
||
Jiaxing Juesheng No.
|
||
1 Equity Investment
|
||
Partnership Enterprise
|
||
(Limited Partnership) ( ྗጳ
|
||
ᛆҳ༟ΥྫΆ
|
||
ุ(Υྫ ))
|
||
4,826,684 4,826,684 1.15% 1.06% August 14, 2026
|
||
Langma No. 44 (Shenzhen)
|
||
Entrepreneurship
|
||
Investment Center (Limited
|
||
Partnership) Note 8 (ီ̬ɤ
|
||
̬(ଉέ)௴ุҳ༟ʕː
|
||
(Υྫ ))
|
||
2,896,010 2,896,010 0.69% 0.63% August 14, 2026
|
||
Langma No. 45 (Shenzhen)
|
||
Entrepreneurship
|
||
Investment Center (Limited
|
||
Partnership) Note 8 (ီ̬ɤ
|
||
ʞ(ଉέ)௴ุҳ༟ʕː
|
||
(Υྫ ))
|
||
3,137,344 3,137,344 0.75% 0.69% August 14, 2026
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
Xiamen Deyi Changqing
|
||
Venture Capital Partnership
|
||
Enterprise (Limited
|
||
Partnership) (ڡڗ
|
||
௴ุҳ༟ΥྫΆุ (Υ
|
||
ྫ))
|
||
5,430,019 5,430,019 1.29% 1.19% August 14, 2026
|
||
Suzhou Guofeng Dingjia
|
||
Venture Capital Partnership
|
||
Enterprise (Limited
|
||
Partnership) ( ᘽψᔮཻྗ
|
||
௴ุҳ༟ΥྫΆุ (Υ
|
||
ྫ))
|
||
4,223,348 4,223,348 1.00% 0.92% August 14, 2026
|
||
Shanghai Pudong
|
||
Science and Technology
|
||
Innovation Investment
|
||
Fund Partnership Enterprise
|
||
(Limited Partnership) ( ɪऎ
|
||
Υ
|
||
ྫΆุ(Υྫ ))
|
||
3,620,013 3,620,013 0.86% 0.79% August 14, 2026
|
||
Yunnan Jichan Phase II
|
||
Equity Investment Fund
|
||
Partnership (Limited
|
||
Partnership) (ਿପ൩ಂ
|
||
ΥྫΆุ (Ϟ
|
||
Υྫ))
|
||
3,700,198 3,700,198 0.88% 0.81% August 14, 2026
|
||
Tianjin Biyoulin
|
||
Technology Co., Ltd. (ݵ
|
||
ʮ̡ )
|
||
3,641,465 3,641,465 0.87% 0.80% August 14, 2026
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
Mingzhe Fengtai (Zibo)
|
||
Equity Investment
|
||
Partnership (Limited
|
||
Partnership) (ᔮइ (
|
||
௹)ᛆҳ༟ΥྫΆุ (ࠢ
|
||
Υྫ))
|
||
1,011,518 1,011,518 0.24% 0.22% August 14, 2026
|
||
Sanya Qidi Xuri
|
||
Investment Center (Limited
|
||
Partnership) Note 9 (ࠔ
|
||
ϛ˚ҳ༟ʕː (Υྫ ))
|
||
1,981,766 1,981,766 0.47% 0.43% August 14, 2026
|
||
Sanya Qidi Baili
|
||
Investment Center (Limited
|
||
Partnership) Note 9 (ࠔ
|
||
ϵлҳ༟ʕː (Υྫ ))
|
||
1,153,940 1,153,940 0.27% 0.25% August 14, 2026
|
||
Sanya Siqi Zhiqing
|
||
Investment Center (Limited
|
||
Partnership) Note 9 (Չ
|
||
౽Ꮧҳ༟ʕː (Υྫ ))
|
||
505,759 505,759 0.12% 0.11% August 14, 2026
|
||
Sanya Zhixin Yuanda
|
||
Investment Center (Limited
|
||
Partnership) Note 9 (ڦ
|
||
Ⴣɽҳ༟ʕː (Υྫ ))
|
||
255,914 255,914 0.06% 0.06% August 14, 2026
|
||
Sanya Zhiyuan Zhicheng
|
||
Investment Center (Limited
|
||
Partnership) Note 9 (Ⴣ
|
||
༐ҳ༟ʕː (Υྫ ))
|
||
249,845 249,845 0.06% 0.05% August 14, 2026
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
Chongqing Shengyunhe
|
||
Technology Partnership
|
||
(Limited Partnership) (ᅅ
|
||
ҦΥྫΆุ (ࠢ
|
||
Υྫ))
|
||
950,827 950,827 0.23% 0.21% August 14, 2026
|
||
Xiamen Zhengxuan
|
||
Enterprise Management
|
||
Partnership (Limited
|
||
Partnership) (◕䉤Άุ
|
||
၍ଣΥྫΆุ (Υྫ ))
|
||
20,230,359 20,230,359 4.81% 4.43% August 14, 2026
|
||
Huajin Dadao Investment
|
||
Co., Ltd. Note 10 (ɽ༸
|
||
ʮ̡ ) (“Huajin
|
||
Dadao”)
|
||
3,034,554 3,034,554 0.72% 0.66% August 14, 2026
|
||
Beijing Future Extreme
|
||
Technology Development
|
||
Center (Limited
|
||
Partnership) (ࠢ
|
||
ʕː (Υྫ ))
|
||
303,455 303,455 0.07% 0.07% August 14, 2026
|
||
Guangzhou Industrial
|
||
Investment Biomedical
|
||
and Health Special
|
||
Master Fund Partnership
|
||
Enterprise (Limited
|
||
Partnership) Note 10 ( ᄿψପ
|
||
ᔼᖹၾੰਖ਼ධ͎
|
||
ΥྫΆุ (Υྫ ))
|
||
(“Guangzhou Industrial
|
||
Investment ”)
|
||
22,594,783 22,594,783 5.38% 4.95% August 14, 2026
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
Suzhou Long ’ao Pan
|
||
Artificial Intelligence High-
|
||
tech Investment Center
|
||
(Limited Partnership) ( ᘽψ
|
||
Ҧҳ
|
||
༟ʕː(Υྫ ))
|
||
7,080,626 7,080,626 1.68% 1.55% August 14, 2026
|
||
Total 268,664,823 262,450,468 62.45% 58.81%
|
||
Notes:
|
||
1. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.
|
||
2. Each an investment arm of KOREA INVESTMENT PARTNERS Co., Ltd. ( “KIP”).
|
||
3. Each an investment arm of Shenzhen Cowin Asset Management Co., Ltd. (ʮ̡ ) (“Shenzhen Cowin ”).
|
||
4. Cowin China Fund II was managed by its general partner Cowin Capital Investment II, which was in turn owned as to 70.00% by Cowin
|
||
Capital Investment. Cowin Capital Investment was wholly-owned by Cowin Capital Investment III, which was owned as to 50.00% and
|
||
50.00% by Zheng Weihe ( ቍਃᚲ) and Huang Li ( රট) (the spouse of Zheng Weihe), respectively.
|
||
5. BioTrack AA Limited and BioTrack BZ Limited are both wholly-owned by BioTrack Capital Fund I, LP.
|
||
6. Each controlled by Tibet Dazi Zhiyuan Huicai Investment Management Co., Ltd. (ʮ̡ ).
|
||
7. Each controlled by Beijing Yuanhui Venture Capital Management Co., Ltd. (ʮ̡ ).
|
||
8. Each is a limited partnership established in the PRC with Everest Venture Capital Investment Co., Ltd. (ʮ̡ )
|
||
being their respective general partner.
|
||
9. Each managed by their respective general partner, Beijing Hanfu Asset Management Co., Ltd. (ʮ̡ ).
|
||
10. Huajin Dadao is ultimately controlled by Zhuhai Municipal State-owned Assets Supervision and Administration Commission ( मऎ̹
|
||
ึ ). Guangzhou Industrial Investment is ultimately controlled by State-owned Assets Supervision and
|
||
Administration Commission of Guangzhou Municipal People ’s Government.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 3,017,400 9.17% 8.25% 3,017,400 0.66%
|
||
Top 5 12,016,400 36.52% 32.87% 12,016,400 2.63%
|
||
Top 10 20,960,400 63.71% 57.34% 20,960,400 4.59%
|
||
Top 25 32,428,600 98.57% 88.71% 32,428,600 7.10%
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H Shareholders*
|
||
Number of H
|
||
Shares allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued H share
|
||
capital upon
|
||
Listing
|
||
Top 1 – – – 121,278,502 28.86%
|
||
Top 5 – – – 257,955,457 61.38%
|
||
Top 10 – – – 323,220,546 76.91%
|
||
Top 25 7,977,200 24.25% 21.82% 387,765,803 92.26%
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number of H
|
||
Shares allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 – – – 121,278,502 151,598,126 33.19%
|
||
Top 5 – – – 257,955,457 288,275,081 63.10%
|
||
Top 10 – – – 321,630,273 354,302,905 77.56%
|
||
Top 25 7,977,200 24.25% 21.82% 387,765,803 422,851,777 92.56%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
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:
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
Pool A
|
||
200 52,066 261 out of 52,066 applicants to receive 200 H Shares 0.50%
|
||
400 23,660 173 out of 23,660 applicants to receive 200 H Shares 0.37%
|
||
600 10,879 100 out of 10,879 applicants to receive 200 H Shares 0.31%
|
||
800 5,944 64 out of 5,944 applicants to receive 200 H Shares 0.27%
|
||
1,000 11,577 140 out of 11,577 applicants to receive 200 H Shares 0.24%
|
||
1,200 4,802 64 out of 4,802 applicants to receive 200 H Shares 0.22%
|
||
1,400 2,997 44 out of 2,997 applicants to receive 200 H Shares 0.21%
|
||
1,600 3,065 48 out of 3,065 applicants to receive 200 H Shares 0.20%
|
||
1,800 2,092 35 out of 2,092 applicants to receive 200 H Shares 0.19%
|
||
2,000 17,326 304 out of 17,326 applicants to receive 200 H Shares 0.18%
|
||
3,000 5,970 131 out of 5,970 applicants to receive 200 H Shares 0.15%
|
||
4,000 5,261 135 out of 5,261 applicants to receive 200 H Shares 0.13%
|
||
5,000 7,580 220 out of 7,580 applicants to receive 200 H Shares 0.12%
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
Pool A
|
||
6,000 4,023 129 out of 4,023 applicants to receive 200 H Shares 0.11%
|
||
7,000 2,518 88 out of 2,518 applicants to receive 200 H Shares 0.10%
|
||
8,000 2,521 95 out of 2,521 applicants to receive 200 H Shares 0.09%
|
||
9,000 1,982 79 out of 1,982 applicants to receive 200 H Shares 0.09%
|
||
10,000 15,265 645 out of 15,265 applicants to receive 200 H Shares 0.08%
|
||
20,000 10,495 647 out of 10,495 applicants to receive 200 H Shares 0.06%
|
||
30,000 6,579 506 out of 6,579 applicants to receive 200 H Shares 0.05%
|
||
40,000 5,398 485 out of 5,398 applicants to receive 200 H Shares 0.04%
|
||
50,000 4,169 424 out of 4,169 applicants to receive 200 H Shares 0.04%
|
||
60,000 3,349 376 out of 3,349 applicants to receive 200 H Shares 0.04%
|
||
70,000 2,139 261 out of 2,139 applicants to receive 200 H Shares 0.03%
|
||
80,000 2,198 289 out of 2,198 applicants to receive 200 H Shares 0.03%
|
||
90,000 1,594 223 out of 1,594 applicants to receive 200 H Shares 0.03%
|
||
100,000 10,413 1,542 out of 10,413 applicants to receive 200 H Shares 0.03%
|
||
200,000 7,550 1,632 out of 7,550 applicants to receive 200 H Shares 0.02%
|
||
Total 233,412 Total number of Pool A successful applicants: 9,140
|
||
Pool B
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
300,000 7,447 2,235 out of 7,447 applicants to receive 200 H Shares 0.02%
|
||
400,000 3,755 1,278 out of 3,755 applicants to receive 200 H Shares 0.02%
|
||
500,000 2,419 907 out of 2,419 applicants to receive 200 H Shares 0.01%
|
||
600,000 1,770 719 out of 1,770 applicants to receive 200 H Shares 0.01%
|
||
700,000 1,010 439 out of 1,010 applicants to receive 200 H Shares 0.01%
|
||
800,000 900 415 out of 900 applicants to receive 200 H Shares 0.01%
|
||
900,000 563 273 out of 563 applicants to receive 200 H Shares 0.01%
|
||
1,000,000 1,116 566 out of 1,116 applicants to receive 200 H Shares 0.01%
|
||
1,200,000 687 378 out of 687 applicants to receive 200 H Shares 0.01%
|
||
1,400,000 443 261 out of 443 applicants to receive 200 H Shares 0.01%
|
||
1,600,000 408 254 out of 408 applicants to receive 200 H Shares 0.01%
|
||
1,827,800 2,142 1,414 out of 2,142 applicants to receive 200 H Shares 0.01%
|
||
Total 22,660 Total number of Pool B successful applicants: 9,139
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company ’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for or
|
||
purchased by them was the same as the Offer Price in addition to any brokerage, AFRC transaction
|
||
levy, SFC transaction levy and trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocation of Offer Shares to a connected client with prior consent under paragraph 1C(1) of
|
||
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 certain Offer Shares to be
|
||
placed to a connected client of its connected distributor under the International Offering pursuant
|
||
to the Placing Guidelines. Details of the placement to a connected client are set out below:
|
||
No. Connected distributor Connected client Relationship
|
||
Whether the
|
||
connected
|
||
client 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
|
||
subscribed by
|
||
the connected
|
||
client
|
||
Approximate
|
||
% of Offer
|
||
Shares
|
||
allocated to
|
||
the connected
|
||
client
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
1. Guotai Junan Securities
|
||
(Hong Kong) Limited
|
||
(“GTJASHK ”)
|
||
GTJAI Note 1 GTJAI is a
|
||
member of the
|
||
same group of
|
||
GTJASHK.
|
||
non-discretionary
|
||
basis
|
||
2,460,000 6.73% 0.54%
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
Note:
|
||
1. GTJAI 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 GTJAI 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 client (the “GTJA Onshore Ultimate
|
||
Client ”). Such GTJA Client TRS is to be fully funded by the GTJA Onshore Ultimate Client. GTJAI will hold
|
||
the H 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 Client, 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
|
||
H Shares will be passed to the GTJA Onshore Ultimate Client and all economic losses shall be borne by the
|
||
GTJA Onshore Ultimate Client, in accordance with the terms and conditions of the GTJA Back-to-back TRS
|
||
and GTJA Client TRS documents, and GTJAI will not take part in any economic return or bear any economic
|
||
loss in relation to the price of the Offer Shares. The GTJA Onshore Ultimate Client may request to redeem the
|
||
H Shares at their own discretion, upon which GTJAI shall dispose of the H 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, GTJAI will not exercise the voting right
|
||
attaching to the H Shares during the tenor of the GTJA Back-to-back TRS and GTJA Client TRS documents.
|
||
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 client listed above. The allocation of
|
||
Offer Shares to such connected client is in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
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 constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold 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 invitation or
|
||
offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus.
|
||
Potential investors should read the Prospectus dated August 7, 2025 issued by Guangzhou
|
||
Innogen Pharmaceutical Group Co., Ltd. for detailed information about the Global Offering
|
||
described below before deciding whether or not to invest in the H Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
|
||
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled
|
||
to terminate their obligations under the Hong Kong Underwriting Agreement with immediate
|
||
effect upon the occurrence of any of the events set out in the paragraph headed “Underwriting
|
||
– Underwriting Arrangements and Expenses – Hong Kong Public Offering – Hong Kong
|
||
Underwriting Agreement – Grounds for Termination ” in the Prospectus at any time prior to 8:00
|
||
a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on August 15,
|
||
2025).
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately upon the completion of the Global Offering, an aggregate of 299,066,868 H Shares,
|
||
representing approximately 65.45% of the total issued share capital of the Company will be held in
|
||
public hands. Therefore, the number of H shares held in public hands is higher than the prescribed
|
||
percentage of H Shares required to be held in public hands of 17.58% under Rule 19A.13A(1) of
|
||
the Listing Rules. Based on an Offer Price of HK$18.68 per H Share, the Company satisfies the
|
||
free float requirement under Rule 19A.13C(1)(b) of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering: (i)
|
||
no placee will, individually, be placed more than 10% of the enlarged issued share capital 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 shareholders of
|
||
the Company do not hold more than 50% of the H 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
|
||
Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, August
|
||
15, 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 H Shares on the basis of publicly available allocation
|
||
details prior to the receipt of H Share certificates or prior to the H Share certificates becoming
|
||
valid evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Friday, August
|
||
15, 2025 (Hong Kong time), it is expected that dealings in the H Shares on the Stock Exchange
|
||
will commence at 9:00 a.m. on Friday, August 15, 2025 (Hong Kong time). The H Shares will be
|
||
traded in board lots of 200 H Shares each, and the stock code of the H Shares will be 2591.
|
||
By order of the Board
|
||
Guangzhou Innogen Pharmaceutical Group Co., Ltd.
|
||
Dr. WANG QINGHUA
|
||
Chairman of the Board, Executive Director and General Manager
|
||
Hong Kong, August 14, 2025
|
||
As at the date of this announcement, the Board comprises: (i) Dr. WANG QINGHUA (Chairman
|
||
of the Board), Ms. Jiang Fan, Ms. Xu Wenjie and Mr. Huang Bing as executive Directors; (ii) Mr.
|
||
HO KYUNG SHIK and Mr. Heng Lei as non-executive Directors; and (iii) Mr. Tao Wuping, Dr.
|
||
Song Ruilin and Mr. Chan Heung Wing Anthony as independent non-executive Directors.
|