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.
871 lines
31 KiB
Plaintext
871 lines
31 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
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(the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”)
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take no responsibility for the contents of this announcement, make no representation as to
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its accuracy or completeness and expressly disclaim any liability whatsoever for any loss
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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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This announcement is not for release, publication, distribution, directly or indirectly, in
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or into the United States (including its territories and possessions, any state of the United
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States and the District of Columbia). This announcement does not, and is not intended to,
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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. The Offer Shares have not been and will not
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be registered under the United States Securities Act of 1933, as amended from time to time
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(the “U.S. Securities Act”) or securities law of any state or other jurisdiction of the United
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States and may not be offered, sold, pledged or otherwise transferred within the United States,
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except in transactions exempt from, or not subject to, the registration requirements of the
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U.S. Securities Act and in compliance with any applicable state securities laws. There will be
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no public offer of the Offer Shares in the United States. The Offer Shares are being offered
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and sold solely (1) to qualified institutional buyers as defined in Rule 144A under the U.S.
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Securities Act pursuant to an exemption from registration under the U.S. Securities Act; and
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(2) outside the United States in offshore transactions in reliance on Regulation S under the U.S.
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Securities Act and applicable laws of each jurisdiction where those offers and sales occur.
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This announcement is for information purposes only and does not constitute an invitation or
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offer to acquire, purchase or subscribe for securities.
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This announcement is not a prospectus. Potential investors should read the prospectus dated
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December 8, 2025 (the “Prospectus”) issued by Guoxia Technology Co., Ltd. (ٰ
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ʮ̡ ) (the “Company”) for detailed information about the Global Offering described
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below before deciding whether or not to invest in the H Shares thereby being offered. The
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Company has not been and will not be registered under the U.S. Investment Company Act of
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1940, as amended.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the
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same meanings as those defined in the Prospectus.
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--- page 2 ---
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– 2 –
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In connection with the Global Offering, Livermore Holdings Limited, as the stabiliz ing
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manager (the “Stabilizing Manager”) (or its affiliates or any person acting for it) to
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the extent permitted by the applicable laws and regulatory requirements of Hong Kong
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or elsewhere, may make purchases, over-allocate or effect transactions in the market or
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otherwise take such stabilizing action(s) with a view to stabilizing or supporting the market
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price of the H Shares at a level higher than that which might otherwise prevail for a limited
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period after the Listing Date. However, there is no obligation on the Stabilizing Manager
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(or its affiliates or any person acting for it) to conduct any such stabilizing action. Such
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stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing
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Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager
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reasonably regards as the best interest of the Company, (b) may be discontinued at any
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time and (c) is required to be brought to an end within 30 days after the last day for lodging
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applications under the Hong Kong Public Offering. Such stabilization action, if taken, may be
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effected in all jurisdictions where it is permissible to do so, in each case in compliance with
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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
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the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should note that no stabilizing action can be taken to support the price of
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the H Shares for longer than the stabilization period, which will begin on the Listing Date and
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is expected to expire on Saturday, January 10, 2026, being the 30th day after the last day for
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lodging applications under the Hong Kong Public Offering. After this date, when no further
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stabilizing action may be taken, demand for the H Shares, and therefore the price of the H
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Shares, could fall.
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The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
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Agreement to subscribe for, and to procure subscribers for, the Hong Kong Offer Shares,
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are subject to termination by the Overall Coordinators (for themselves and on behalf of
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the Underwriters) if certain events shall occur prior to 8:00 a.m. on the Listing Date. Such
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grounds are set out in the section headed “Underwriting” in the Prospectus. It is important
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that you refer to that section for further details.
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--- page 3 ---
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– 3 –
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ʮ̡
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Guoxia Technology Co., Ltd.
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(A joint stock company incorporated in the People’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the Global
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Offering
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: 38,930,800 H Shares (taking into account the
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full exercise of the Offer Size Adjustment
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Option and subject to the Over-allotment
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Option)
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Number of Hong Kong Offer Shares : 3,385,300 H Shares
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Number of International Offer Shares : 35,545,500 H Shares (taking into account the
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full exercise of the Offer Size Adjustment
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Option and subject to the Over-allotment
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Option)
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Offer Price : HK$20.1 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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Hong Kong Stock Exchange trading fee of
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0.00565% and Accounting and Financial
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Reporting Council transaction levy of
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0.00015% (payable in full on application
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and subject to refund)
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Nominal value : RMB0.20 per H Share
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Stock code : 2655
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Sole Sponsor
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Joint Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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--- page 4 ---
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– 4 –
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GUOXIA TECHNOLOGY CO., LTD.
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the
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same meanings as those defined in the prospectus dated December 8, 2025 (the “Prospectus”)
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issued by Guoxia Technology Co., Ltd. (the “Company”).
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Warning: In view of high concentration of shareholding in a small number of H
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Shareholders, H Shareholders and prospective investors should be aware that the price
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of the H Shares could move substantially even with a small number of H Shares traded
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and should exercise 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 2655
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Stock short name GUOXIA TECH
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Dealings commencement date December 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 Offer Price HK$20.100
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Offer Shares and Share Capital
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Number of Offer Shares (taking into account the
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full exercise of the Offer Size Adjustment Option)
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38,930,800
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Final Number of Offer Shares in Public Offer 3,385,300
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Final Number of Offer Shares in International
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Offer (taking into account the full exercise of the
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Offer Size Adjustment Option)
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35,545,500
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Number of issued shares upon Listing (before
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exercise of the Over-allotment Option)
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511,871,975
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The number of offer shares above is determined after taking into account the additional
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shares issued under the Offer Size Adjustment Option exercised in full.
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--- page 5 ---
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– 5 –
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Offer Size Adjustment Option (Upsize option)
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Number of additional shares issued under the
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option
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5,077,900
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– International Offer 5,077,900
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The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company
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is issuing and allotting 5,077,900 additional Offer Shares, representing approximately
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15.0% of the total number of Offer Shares initially available under the Global Offering, at
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the Offer Price.
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Over-allocation
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No. of Offer Shares over-allocated 5,839,600
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– International Offer 5,839,600
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through
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deferred delivery or a combination of these means. In the event the Over-allotment Option is
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exercised, an announcement will be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$782.51 million
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Less: Estimated listing expenses payable
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based on Final Offer Price
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HK$(81.96) million
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Net proceeds HK$700.55 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
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proceeds, please refer to the Prospectus dated December 8, 2025.
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--- page 6 ---
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– 6 –
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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No. of valid applications 161,076
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No. of successful applications 26,676
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Subscription level 1,890.73 times
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Claw-back triggered No
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No. of Offer Shares initially available under the
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Public Offer
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3,385,300
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Final no. of Offer Shares under the Public Offer
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(after exercise of Offer Size Adjustment Option,
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Over-allocation and/or reallocation, if any)
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3,385,300
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% of Offer Shares under the Public Offer to the
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Global Offering
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8.70%
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Note: For details of the final allocation of shares to the Public Offer, investors can refer to www.eipo.com.hk/eIPOAllotment
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to perform a search by name or identification number or www.eipo.com.hk/eIPOAllotment for the full list of
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allottees.
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INTERNATIONAL OFFER
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No. of placees 157
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Subscription Level 3.63 times
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No. of Offer Shares initially available under the
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International Offer
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30,467,600
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Final no. of Offer Shares under the International
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Offer (after exercise of Offer Size Adjustment
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Option, Over-allocation and/or reallocation, if any)
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35,545,500
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% of Offer Shares under the International Offer to
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the Global Offering
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91.30%
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--- page 7 ---
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– 7 –
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none
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of the Offer Shares subscribed by the placees and the public have been financed directly or
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indirectly by the Company, any of the Directors, chief executive of the Company, controlling
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shareholders, substantial shareholders, existing shareholders of the Company or any of
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its subsidiaries or their respective close associates; and (ii) none of the placees and the
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public who have purchased the Offer Shares are accustomed to taking instructions from the
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Company, any of the Directors, chief executive of the Company, controlling shareholders,
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substantial shareholders, existing shareholders of the Company or any of its subsidiaries
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or their respective close associates in relation to the acquisition, disposal, voting or other
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disposition of H Shares registered in his/her/its name or otherwise held by him/her/it.
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor
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No. of Offer Shares
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allocated
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% of Offer Shares
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(after taking into
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account the full
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exercise of the Offer
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Size Adjustment Option
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and assuming the
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Over-allotment Option
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is not exercised
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% of total issued share
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capital after the Global
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Offering (after taking
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into account the full
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exercise of the Offer
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Size Adjustment Option
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and assuming the
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Over-allotment Option
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is not exercised)
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Existing Shareholders
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or their close associates
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Huikai Hong Kong Economic
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Development Co., Ltd./ಥ೯
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ʮ̡
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2,699,000 6.93% 0.53% No
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Dream’ ee (Hong Kong) Open-ended Fund
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Company
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497,500 1.28% 0.10% No
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RIME Capital Limited (Note) 497,500 1.28% 0.10% No
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Note: As disclosed in the Prospectus, RIME Capital Limited is ultimately controlled by Ms. Zhuo Ying. RIME Capital Limited has agreed to procure
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Sino Opulence Multi-Value Strategy Fund SPC (“Sino Opulence SPC”), over which RIME Capital Limited has discretionary investment
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management power, to subscribe for the Offer Shares. Sino Opulence SPC is a segregated portfolio company holding various portfolios. The
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relevant Offer Shares had been subscribed by Sino Opulence Multi-Value Strategy Fund SPC-Stable Growth Fund SP (the “Sino Opulence
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Fund”), which is a fund under Sino Opulence SPC. Sino Opulence SPC is ultimately controlled by Ms. Zhuo Ying. The largest limited partner
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of Sino Opulence Fund is Leo Group Co., Ltd., a company listed on the Shenzhen Stock Exchange. According to the fund management structure,
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RIME Capital Limited has complete discretion power to make investment decisions on behalf of the Sino Opulence Fund.
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--- page 8 ---
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– 8 –
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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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 lock-up
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undertakings upon
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listing
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Number of H
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Shares held in
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the Company
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subject to lock-up
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undertakings upon
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listing
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% of total issued
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H Shares after the
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Global Offering
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subject to lock-up
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undertakings upon
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listing
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% of shareholding in
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the Company subject to
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lock-up undertakings
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upon listing (assuming
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the Over-allotment
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Option is not exercised)
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Last day subject to the
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lock-up undertakings
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Zhang Xi/ੵ౸ 8,235,000 7,000,000 1.80% 1.61% December 15, 2026 Note 1
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Liu Ziye/ᄎɿ 15,435,000 13,120,000 3.37% 3.02% December 15, 2026 Note 1
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Hainan Xuding Information
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Management Consulting
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Co., Ltd./၍
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ʮ̡
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138,240,000 117,504,000 30.22% 27.01% December 15, 2026 Note 1
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Wuxi Luanhua Management
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Consulting Partnership
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(Limited Partnership)/ೌ፼
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㐟ശ၍ଣፔ༔ΥྫΆุ( Ϟ
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Υྫ)
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67,005,000 56,954,000 14.65% 13.09% December 15, 2026 Note 1
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Wuxi Xiyun Management
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Consulting Partnership
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(Limited Partnership)/ೌ፼
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ථ၍ଣፔ༔ΥྫΆุ( Ϟ
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Υྫ)
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33,750,000 28,688,000 7.38% 6.59% December 15, 2026 Note 1
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Wuxi Jiqing Management
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Consulting Partnership
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(Limited Partnership)/ೌ፼
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၍ଣፔ༔ΥྫΆุ( Ϟ
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Υྫ)
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1,530,000 1,301,000 0.33% 0.30% December 15, 2026 Note 1
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Feng Lizheng/ඹ͍ͭ 12,645,000 10,748,000 2.76% 2.47% December 15, 2026 Note 1
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Subtotal 276,840,000 235,315,000 60.52% 54.08%
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Pursuant to the applicable PRC law, the lock-up for existing Shareholders ends on December 15, 2026, being 12 months from the Listing Date.
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--- page 9 ---
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– 9 –
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Pre-IPO Investors (as defined in the “History and Corporate Structure” section of the
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Prospectus)
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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 lock-
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up undertakings
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upon listing
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Number of H
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Shares held in
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the Company
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subject to lock-
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up undertakings
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upon listing
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% of total issued
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H Shares after
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the Global
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Offering subject
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to lock-up
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undertakings
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upon listing
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% of
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shareholding in
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the Company
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subject to lock-
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up undertakings
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upon listing
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(assuming the
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Over-allotment
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Option is not
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exercised)
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Last day subject
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to the lock-up
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undertakings
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Chen Junde/ᅃ 73,260,000 62,271,000 16.01% 14.31% December 15,
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2026
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Cai Guoming/42,750,000 17,733,000 4.56% 8.35% December 15,
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2026
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Lin Guodong/ಊ 25,650,000 10,640,000 2.74% 5.01% December 15,
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2026
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Kaibo Hongcheng (Hubei)
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Private Equity Investment
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Fund Partnership (Limited
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Partnership)/௱௹ᒿϓ( ಳ̏)ӷ
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ΥྫΆุ(ࠢ
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Υྫ)
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29,408,235 12,199,000 3.14% 5.75% December 15,
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2026
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Wuxi Yuebai Management
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Consulting Partnership (Limited
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Partnership)/ೌ፼˜ͣ၍ଣፔ༔
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ΥྫΆุ(Υྫ)
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22,680,000 9,408,000 2.42% 4.43% December 15,
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2026
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Shenzhen Ningqian Private
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Venture Capital Fund
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Management Co., Ltd/ଉέྐྵ
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ࠢ
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ʮ̡
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2,352,940 2,352,940 0.61% 0.46% December 15,
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2026
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Subtotal 196,101,175 114,603,940 29.47% 38.31%
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Pursuant to the applicable PRC law, the lock-up for existing shareholders e nds on December 15, 2026, being 12 months from the
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Listing Date.
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--- page 10 ---
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– 10 –
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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 lock-up
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undertakings upon
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listing
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Number of H
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Shares held in
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the Company
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subject to lock-up
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undertakings upon
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listing
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% of total issued
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H Shares after the
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Global Offering
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subject to lock-up
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undertakings upon
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listing
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% of shareholding
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in the Company
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subject to lock-up
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undertakings upon
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listing (assuming
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the Over-allotment
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Option is not
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exercised)
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Last day subject
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to the lock-up
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undertakings
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Huikai Hong
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Kong Economic
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Development Co.,
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Ltd./ಥ
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ʮ̡
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2,699,000 2,699,000 0.69% 0.53% June 15, 2026
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Dream’ee (Hong
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Kong) Open-ended
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Fund Company
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497,500 497,500 0.13% 0.10% June 15, 2026
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RIME Capital
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Limited
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497,500 497,500 0.13% 0.10% June 15, 2026
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Subtotal 3,694,000 3,694,000 0.95% 0.72%
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In accordance with the rel evant cornerstone investment agreements, the required lock-up ends on 15 June 2026.
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Notes
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1. The Controlling Shareholder may dispose of or transfer H Shares after the indicated date subject to that
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the Controlling Shareholder will not cease to be a Controlling Shareholder.
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2. The Controlling Shareholder and Cornerstone Investors will cease to be prohibited from disposing of or
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transferring H Shares after the indicated date.
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--- page 11 ---
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– 11 –
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PLACEE CONCENTRATION ANALYSIS
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Placees
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Number of H
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Shares allotted
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Allotment as %
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of International
|
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Offering
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(assuming no
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exercise of the
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Over-allotment
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Option)
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Allotment as %
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of International
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Offering
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(assuming the
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Over-allotment
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Option is
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exercised and
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new H Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over- allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 3,447,300 9.70% 8.33% 8.85% 7.70% 3,447,300 0.67% 0.67%
|
||
Top 5 13,339,300 37.53% 32.23% 34.26% 29.79% 13,339,300 2.61% 2.58%
|
||
Top 10 20,146,600 56.68% 48.68% 51.75% 45.00% 20,146,600 3.94% 3.89%
|
||
Top 25 31,059,600 87.38% 75.05% 79.78% 69.38% 31,059,600 6.07% 6.00%
|
||
Notes
|
||
1. Taking into account the full exercise of the Offer Size Adjustment Option.
|
||
2. 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
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total
|
||
issued H
|
||
Shares capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 235,315,000 60.52% 59.62% 276,840,000
|
||
Top 5 0 0.00% 0.00% 0.00% 0.00% 338,158,000 86.96% 85.68% 447,908,235
|
||
Top 10 9,579,300 26.95% 23.15% 24.61% 21.40% 359,498,240 92.45% 91.08% 482,520,475
|
||
Top 25 27,021,200 76.02% 65.29% 69.41% 60.36% 376,940,140 96.94% 95.50% 499,962,375
|
||
Notes
|
||
1. Taking into account the full exercise of the Offer Size Adjustment Option.
|
||
2. Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 12 ---
|
||
– 12 –
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 235,315,000 276,840,000 54.08% 53.47%
|
||
Top 5 0 0.00% 0.00% 0.00% 0.00% 338,158,000 447,908,235 87.50% 86.52%
|
||
Top 10 9,579,300 26.95% 23.15% 24.61% 21.40% 359,498,240 482,520,475 94.27% 93.20%
|
||
Top 25 27,021,200 76.02% 65.29% 69.41% 60.36% 376,940,140 499,962,375 97.67% 96.57%
|
||
Notes
|
||
1. Taking into account the full exercise of the Offer Size Adjustment Option.
|
||
2. 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:
|
||
NO. OF H SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF
|
||
ALLOTMENT/
|
||
BALLOT
|
||
APPROXIMATE PERCENTAGE
|
||
ALLOTTED OF THE TOTAL NO. OF
|
||
H SHARES APPLIED FOR
|
||
100 54,418 0 H Shares 10.00%100 6,047 100 H Shares
|
||
200 4,960 0 H Shares 5.86%200 658 100 H Shares
|
||
300 16,170 0 H Shares 3.91%300 2,146 100 H Shares
|
||
400 6,147 0 H Shares 2.93%400 816 100 H Shares
|
||
500 3,917 0 H Shares 2.34%500 520 100 H Shares
|
||
|
||
|
||
--- page 13 ---
|
||
– 13 –
|
||
NO. OF H SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF
|
||
ALLOTMENT/
|
||
BALLOT
|
||
APPROXIMATE PERCENTAGE
|
||
ALLOTTED OF THE TOTAL NO. OF
|
||
H SHARES APPLIED FOR
|
||
600 1,367 0 H Shares 1.96%600 182 100 H Shares
|
||
700 1,010 0 H Shares 1.68%700 135 100 H Shares
|
||
800 1,062 0 H Shares 1.47%800 142 100 H Shares
|
||
900 924 0 H Shares 1.31%900 124 100 H Shares
|
||
1,000 8,396 0 H Shares 1.18%1,000 1,127 100 H Shares
|
||
2,000 9,691 0 H Shares 0.59%2,000 1,301 100 H Shares
|
||
3,000 1,992 0 H Shares 0.40%3,000 268 100 H Shares
|
||
4,000 1,977 0 H Shares 0.30%4,000 266 100 H Shares
|
||
5,000 1,759 0 H Shares 0.24%5,000 237 100 H Shares
|
||
6,000 799 0 H Shares 0.20%6,000 109 100 H Shares
|
||
7,000 738 0 H Shares 0.17%7,000 101 100 H Shares
|
||
8,000 611 0 H Shares 0.15%8,000 84 100 H Shares
|
||
9,000 582 0 H Shares 0.14%9,000 81 100 H Shares
|
||
10,000 3,928 0 H Shares 0.12%10,000 550 100 H Shares
|
||
20,000 2,589 0 H Shares 0.06%20,000 371 100 H Shares
|
||
30,000 1,623 0 H Shares 0.04%30,000 233 100 H Shares
|
||
|
||
|
||
--- page 14 ---
|
||
– 14 –
|
||
NO. OF H SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF
|
||
ALLOTMENT/
|
||
BALLOT
|
||
APPROXIMATE PERCENTAGE
|
||
ALLOTTED OF THE TOTAL NO. OF
|
||
H SHARES APPLIED FOR
|
||
40,000 1,153 0 H Shares 0.03%40,000 166 100 H Shares
|
||
50,000 1,225 0 H Shares 0.03%50,000 177 100 H Shares
|
||
60,000 674 0 H Shares 0.02%60,000 98 100 H Shares
|
||
70,000 657 0 H Shares 0.02%70,000 96 100 H Shares
|
||
80,000 561 0 H Shares 0.02%80,000 82 100 H Shares
|
||
90,000 434 0 H Shares 0.01%90,000 64 100 H Shares
|
||
100,000 1,930 0 H Shares 0.01%100,000 285 100 H Shares
|
||
150,000 1,368 0 H Shares 0.01%150,000 203 100 H Shares
|
||
200,000 1,738 0 H Shares 0.01%200,000 258 100 H Shares
|
||
250,000 1,009 100 H Shares 0.07%250,000 2,742 200 H Shares
|
||
300,000 354 100 H Shares 0.06%300,000 963 200 H Shares
|
||
350,000 173 100 H Shares 0.05%350,000 473 200 H Shares
|
||
400,000 156 100 H Shares 0.04%400,000 429 200 H Shares
|
||
450,000 93 100 H Shares 0.04%450,000 259 200 H Shares
|
||
500,000 174 100 H Shares 0.03%500,000 488 200 H Shares
|
||
600,000 91 100 H Shares 0.03%600,000 258 200 H Shares
|
||
|
||
|
||
--- page 15 ---
|
||
– 15 –
|
||
NO. OF H SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS
|
||
BASIS OF
|
||
ALLOTMENT/
|
||
BALLOT
|
||
APPROXIMATE PERCENTAGE
|
||
ALLOTTED OF THE TOTAL NO. OF
|
||
H SHARES APPLIED FOR
|
||
700,000 87 100 H Shares 0.02%700,000 248 200 H Shares
|
||
800,000 66 100 H Shares 0.02%800,000 189 200 H Shares
|
||
900,000 44 100 H Shares 0.02%900,000 129 200 H Shares
|
||
1,000,000 85 100 H Shares 0.02%1,000,000 253 200 H Shares
|
||
1,200,000 42 100 H Shares 0.01%1,200,000 127 200 H Shares
|
||
1,400,000 37 100 H Shares 0.01%1,400,000 115 200 H Shares
|
||
1,692,600 161 100 H Shares 0.01%1,692,600 504 200 H Shares
|
||
Total 161,076 3,385,300 H Shares
|
||
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 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 is the same as the Offer Price in addition to any brokerage, AFRC
|
||
transaction levy, SFC transaction levy and Stock Exchange trading fee payable.
|
||
|
||
|
||
--- page 16 ---
|
||
– 16 –
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong
|
||
Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited
|
||
(“HKSCC”) take no responsibility for the contents of this announcement, make no
|
||
representation as to its accuracy or completeness and expressly disclaim any liability
|
||
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part
|
||
of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in
|
||
or into the United States (including its territories and possessions, any state of the United
|
||
States and the District of Columbia). This announcement does not constitute or form a part
|
||
of any offer or solicitation to purchase or subscribe for securities in the United States. The
|
||
securities mentioned herein have not been, and will not be, registered under the United
|
||
States Securities Act of 1933, as amended (the “U.S. Securities Act”). 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 (1) solely to qualified institutional buyers
|
||
as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from
|
||
registration under the U.S. Securities Act and (2) outside the United States in offshore
|
||
transactions in reliance on Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation
|
||
or offer to acquire, purchase or subscribe for securities. This announcement is not a
|
||
prospectus. Potential investors should read the Prospectus dated December 8, 2025
|
||
issued by Guoxia Technology Co., Ltd. for detailed information about the Global Offering
|
||
described below before deciding whether or not to invest in the Shares thereby being
|
||
offered.
|
||
* Potential investors of the Offer Shares should note that the Joint Representatives (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
|
||
December 16, 2025).
|
||
|
||
|
||
--- page 17 ---
|
||
– 17 –
|
||
OTHER INFORMATION
|
||
Offer Size Adjustment Option
|
||
The Offer Size Adjustment Option has been fully exercised by the Company, pursuant to
|
||
which the Company is issuing and allotting 5,077,900 additional Offer Shares, representing
|
||
approximately 15% of the total number of Offer Shares initially available under the Global
|
||
Offering, at the Offer Price. All of the additional Offer Shares that would be allotted and
|
||
issued by the Company pursuant to the full exercise of the Offer Size Adjustment Option
|
||
will be allocated to the International Offering. Accordingly, the total number of Offer Shares
|
||
finally available under the Global Offering (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 issued by the Company is 35,545,500 Offer Shares and the total issued share
|
||
capital of the Company upon Listing (taking into account the full exercise of the Offer Size
|
||
Adjustment Option and before any exercise of the Over-allotment Option) will be 511,871,975
|
||
Shares.
|
||
As a result of the above, the final number of Offer Shares under the International Offering
|
||
is adjusted to 35,545,500 Shares, representing approximately 91.30% of the total number of
|
||
Offer Shares under the Global Offering (assuming the Over-allotment Option is not exercised).
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately after the completion of the Global Offering, 9 1,263,740 H Shares, representing
|
||
approximately 17.8% of the issued share capital of our Company (before any exercise of the
|
||
Over-allotment Option) will count towards the public float. 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 1 5.0% under Rule 19A.13A(1) of the Listing Rules, satisfying the minimum
|
||
percentage requirement in compliance with Rule 19A.13A(1) of the Listing Rules. Based on
|
||
the Offer Price of HK$20.1 per H Share, the Company satisfies the free float requirement
|
||
under Rule 19A.13C(1)(b) of the Listing Rules.
|
||
|
||
|
||
--- page 18 ---
|
||
– 18 –
|
||
The Directors confirm that, immediately following completion of the Global Offering: (i) the
|
||
Shares will be held by at least 300 Shareholders at the time of Listing, in compliance with
|
||
Rule 8.08(2) of the Listing Rules; (ii) the three largest public Shareholders will not hold more
|
||
than 50% of the H Shares held in public hands at the time of Listing, in compliance with
|
||
Rules 8.08(3) and 8.24 of the Listing Rules; (iii) no placee will, individually, be placed more
|
||
than 10% of the enlarged issued share capital of the Company immediately after the Global
|
||
Offering; and (iv) there will not be any new substantial Shareholder (as defined in the Listing
|
||
Rules) immediately after the Global Offering.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong
|
||
time) on Tuesday, December 16, 2025, provided that (i) the Global Offering has become
|
||
unconditional in all respects, and (ii) the right of termination described in the section headed
|
||
“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering –
|
||
Hong Kong Underwriting Agreement – Grounds for termination” in the Prospectus has not
|
||
been exercised. Investors who trade H Shares prior to the receipt of H Share certificates or the
|
||
H Share certificates becoming valid evidence of title do so entirely at their own risk.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong
|
||
time) on Tuesday, December 16, 2025, it is expected that dealings in the H Shares on the
|
||
Stock Exchange will commence at 9:00 a.m. on Tuesday, December 16, 2025. The H Shares
|
||
will be traded in board lots of 100 H Shares each and the stock code of the H Shares will be
|
||
2655.
|
||
By order of the Board
|
||
Guoxia Technology Co., Ltd.
|
||
Mr. Feng Lizheng
|
||
Chairman and Director
|
||
Hong Kong, December 15, 2025
|
||
Directors and proposed directors of the Company named in the application to which this
|
||
announcement relates are: (i) Mr. Feng Lizheng, Mr. Zhang Xi, Mr. Liu Ziye, Dr. Bai Yang,
|
||
Mr. Zhu Shuaishuai and Mr. Wang Zhenlin as executive Directors; and (ii) Mr. Qian Kaiming,
|
||
Dr. Jiang Wei and Ms. Jiang Xingnan as proposed independent non-executive Directors.
|