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.
1135 lines
45 KiB
Plaintext
1135 lines
45 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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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
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in the United States or in any other jurisdictions. The securities mentioned herein have not been, and will not be,
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registered under the United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”) or
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any state securities law of the United States. The securities may not be offered, sold, pledged or transferred within the
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United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the U.S. Securities
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Act ( “Regulation S ”)), except in transactions exempt from, or not subject to, the registration requirements of the U.S.
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Securities Act. The Offer Shares may be offered, sold or delivered outside the United States to non-U.S. persons in
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offshore transactions in accordance with Regulation S.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for securities. This announcement is not a prospectus. Potential investors should read the prospectus dated
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December 2, 2025 (the “Prospectus ”) issued by Shanghai Bao Pharmaceuticals Co., Ltd. (ʮ
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̡) (the “Company ”) for detailed information about the Global Offering described below before deciding whether or
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not to invest in the H Shares thereby being offered. Any investment decision in relation to the Offer Shares should be
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taken solely in reliance on the information in the Prospectus.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
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defined in the Prospectus.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of
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the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
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Agreement with immediate effect upon the occurrence of any of the events set out in the paragraph headed
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“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ”
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in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to
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be on Wednesday, December 10, 2025).
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--- page 2 ---
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2
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Shanghai Bao Pharmaceuticals 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
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Global Offering
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: 37,911,700 H Shares
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Number of Hong Kong Offer Shares : 3,791,200 H Shares
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Number of International Offer Shares : 34,120,500 H Shares
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Offer Price : HK$26.38 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 : RMB0.20 per H Share
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Stock code : 2659
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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Joint Lead Managers
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(in alphabetical order)
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--- page 3 ---
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3
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Shanghai Bao Pharmaceuticals Co., Ltd.
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE
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AND ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated December 2, 2025 (the “Prospectus ”) issued by
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Shanghai Bao Pharmaceuticals Co., Ltd. (ʮ̡ ) (the “Company ”).
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SUMMARY
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Company information
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Stock code 2659
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Stock short name BAO PHARMA-B
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Dealings commencement date December 10, 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$26.38
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Offer Shares and Share Capital
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Number of Offer Shares 37,911,700
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H Shares
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Final Number of Offer Shares in Hong Kong Public Offering 3,791,200
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H Shares
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Final Number of Offer Shares in International Offering 34,120,500
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H Shares
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Number of issued Shares upon Listing 325,981,465
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Shares
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Proceeds
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Gross proceeds (Note) HK$1,000.1 million
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Less: Es timated listing expenses payable based on
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Offer Price
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HK$(78.6) million
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Net proceeds HK$921.5 million
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Note: Gross proceeds refers to the amount to which the Company is entitled 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.
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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 282,687
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No. of successful applications 37,912
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Subscription level 3,526.34 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong Public
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Offering 3,791,200 H Shares
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No. of Offer Shares reallocated from the International Offering
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(claw-back) N/A
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Final no. of Offer Shares under the Hong Kong Public Offering 3,791,200 H Shares
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% of Offer Shares under the Hong Kong Public Offering to the
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Global Offering 10%
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Note: For details of the final allocation of the H Shares to the Hong Kong Public Offering, investors
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can refer to www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
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www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 97
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Subscription level 6.59 times
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No. of Offer Shares initially available under the International
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Offering 34,120,500 H Shares
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No. of Offer Shares reallocated to the Hong Kong Public Offering
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(claw-back) N/A
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Final no. of Offer Shares under the International Offering 34,120,500 H Shares
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% of Offer Shares under the International Offering to the Global
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Offering 90%
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The Directors confirm that, to the best of their knowledge, information and belief, save for
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consents under paragraphs 1C(1) and 1C(2) of Appendix F1 to the Listing Rules (the “Placing
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Guidelines ”) and Chapter 4.15 of the Guide for New Listing Applicants ( “Listing Guide ”) granted
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by the Stock Exchange to permit the Company to, among other things, place certain H Shares in the
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International Offering to close associates of certain existing Shareholders and a connected client,
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(i) none of the Offer Shares subscribed by the placees and the public have been financed directly
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or indirectly by the Company, any of the Directors, Supervisors, chief executive of the Company,
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Controlling Shareholders, substantial Shareholders, existing Shareholders of the Company or any
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of its subsidiaries or their respective close associates; and (ii) none of the placees and the public
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who have purchased the Offer Shares are accustomed to taking instructions from the Company,
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any of the Directors, Supervisors, chief executive of the Company, 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 H
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Shares registered in his/her/its name or otherwise held by him/her/it.
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--- page 5 ---
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5
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor Note 1
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No. of Offer
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Shares
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allocated
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% of Offer
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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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AnkeBio
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(Hong Kong)
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Co., Limited
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(“AnkeBio HK ”)
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4,245,600 11.20% 2.75% 1.30% No
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Derivatives China
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Alpha Fund SPC
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(acting for and on
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behalf of
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Derivatives China
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Fundamental
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Fund SP)
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(“DC Alpha SPC ”)
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1,895,300 5.00% 1.23% 0.58% No
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Guotai Junan
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Investments
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(Hong Kong)
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Limited (in
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connection with
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the Zhonghe OTC
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Swaps) ( “GTINV”)
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1,463,200 3.86% 0.95% 0.45% Yes
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Total 7,604,100 20.06% 4.93% 2.33%
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Notes:
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(1) 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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(2) Among the Cornerstone Investors, GTINV is a close associate of an existing Shareholder and a connected
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client. The Stock Exchange has granted consents under paragraphs 1C(1) and 1C(2) of the Placing Guidelines
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to permit GTINV to participate in the International Offering as a cornerstone investor. Please refer to
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the section headed “Waivers from Strict Compliance with the Listing Rules and Exemption from Strict
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Compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance { Consent in
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Respect of the Proposed Subscription of Offer Shares by a Cornerstone Investor as a Connected Client and
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Close Associate of an Existing Minority Shareholder ” of the Prospectus for details.
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--- page 6 ---
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6
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Allottees with Consents Obtained
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Investor
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No. of Offer
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Shares
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allocated
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% of Offer
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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 Relationship
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Allottees with consent under paragraph 1C(2) of the Placing Guidelines and Chapter 4.15 of the
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Listing Guide in relation to subscription for Offer Shares by close associates of existing Shareholders
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Prudence SPC I (acting
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for and on behalf of Core
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SP) ( “Prudence SPC ”)
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2,200,000 5.80% 1.43% 0.67% A close
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associate of
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an existing
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Shareholder
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Mr. Ling Chao (൴)
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(“Mr. Ling ”)
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1,890,000 4.99% 1.22% 0.58% A close
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associate of
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an existing
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Shareholder
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Begonia No. 2 LPF ( ऎ
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ږ )
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“(Begonia No. 2 ”)
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540,000 1.42% 0.35% 0.17% A close
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associate of
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an existing
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Shareholder
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Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the
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Listing Guide in relation to allocations to connected clients Note 1
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CITIC Securities
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International Capital
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Management Limited
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(“CSICM ”)
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2,000,000 5.28% 1.30% 0.61% A connected
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client
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--- page 7 ---
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7
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Notes:
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1. The Stock Exchange has granted a consent under paragraph 1C(2) of the Placing Guidelines to permit Offer
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Shares be placed the above placees who are close associates of certain existing Shareholders. Please refer to
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the section headed “Others/Additional Information – Placing to close associates of existing Shareholders with
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prior consent under paragraph 1C(2) of the Placing Guidelines ” in this announcement.
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2. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Listing
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Guide in relation to allocations to a connected client, please refer to the section headed “Others/Additional
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Information – Placing to a connected client with prior consent under paragraph 1C(1) of the Placing
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Guidelines ” in this announcement.
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of Unlisted
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Shares held in the
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Company subject
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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
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issued H
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Shares after
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the 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
|
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shareholding in the
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Company subject
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to lock-up
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undertakings upon
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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. Liu Yanjun (ё) 54,977,530 6,108,615 3.96% 18.74% December 9, 2026
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Ms. Wang Zheng ( ˮᅄ) 20,250,000 2,250,000 1.46% 6.90% December 9, 2026
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Mr. Tan Jingwei ( ᗈཨਃ) 7,500,000 7,500,000 4.86% 4.60% December 9, 2026
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Shanghai Luoxu Management
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Consulting Partnership (Limited
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Partnership) ( ɪऎᖯϛ၍ଣፔ༔Υྫ
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Άุ(Υྫ ))
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13,125,000 5,625,000 3.64% 5.75% December 9, 2026
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Shanghai Luojun Management
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Consulting Partnership (Limited
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Partnership) ( ɪऎᖯё၍ଣፔ༔Υྫ
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Άุ(Υྫ ))
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7,255,915 3,109,680 2.01% 3.18% December 9, 2026
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Ningbo Hongsheng Enterprise
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Management Partnership (Limited
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Partnership) (ᒿ᳅Άุ၍ଣΥྫ
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Άุ(Υྫ ))
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3,181,785 1,363,620 0.88% 1.39% December 9, 2026
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Subtotal 106,290,230 25,956,915 16.81% 40.56%
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Note:
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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. The
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required lock-up for the Controlling Shareholders ends on December 9, 2026, being 12 months following the
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Listing Date.
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--- page 8 ---
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8
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Cornerstone Investors
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Investor Note 1
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Number of
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Unlisted Shares
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held
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in the
|
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Company
|
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subject to
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lock-up
|
||
undertakings
|
||
upon Listing
|
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Number of
|
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H Shares
|
||
held in the
|
||
Company
|
||
subject to
|
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lock-up
|
||
undertakings
|
||
upon Listing
|
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% of total
|
||
issued H
|
||
Shares after
|
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the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
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% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
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upon Listing
|
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Last day
|
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subject to
|
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the lock-up
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undertaking Note 1
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AnkeBio HK – 4,245,600 2.75% 1.30% June 9, 2026
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DC Alpha SPC – 1,895,300 1.23% 0.58% June 9, 2026
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GTINV – 1,463,200 0.95% 0.45% June 9, 2026
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Subtotal – 7,604,100 4.93% 2.33%
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Note:
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1. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on June 9,
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2026, being six months following the Listing Date. The Cornerstone Investors will cease to be prohibited
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from disposing of or transferring H Shares subscribed for pursuant to the relevant cornerstone investment
|
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agreements after the indicated date.
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--- page 9 ---
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9
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Other Existing Shareholders (including the Pre-IPO Investors as defined in the “History,
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Development and Corporate Structure ” section of the Prospectus)
|
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Name
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Number of Unlisted
|
||
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 11
|
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Center Lab 31,924,265 7,981,065 5.17% 12.24% December 9, 2026
|
||
Venus Capital HK Limited ( “Venus
|
||
Capital ”)
|
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– 16,111,110 10.44% 4.94% December 9, 2026
|
||
PCJ Bao Holdings Limited ( “PCJ
|
||
Bao”)
|
||
– 5,550,000 3.60% 1.70% December 9, 2026
|
||
Shanghai Healthcare Capital
|
||
Partnership (Limited Partnership) ( ɪ
|
||
Υྫ
|
||
Άุ(Υྫ ))
|
||
2,957,170 8,871,510 5.75% 3.63% December 9, 2026
|
||
Shenzhen Fuhai Junyong No. 6
|
||
Venture Capital Enterprise (Limited
|
||
Partnership) ( ଉέబऎཡ͑ʬ௴ุ
|
||
ҳ༟Άุ (Υྫ ))
|
||
2,291,345 2,291,340 1.48% 1.41% December 9, 2026
|
||
Shenzhen Fuhai Junyong No. 2
|
||
Venture Capital Enterprise (Limited
|
||
Partnership) ( ଉέబऎཡ͑ɚ௴ุ
|
||
ҳ༟Άุ (Υྫ ))
|
||
982,005 982,000 0.64% 0.60% December 9, 2026
|
||
Fuhai Jingxuan No. 2 Venture Capital
|
||
(Hangzhou) Partnership (Limited
|
||
Partnership) ( బऎၚ፯ɚ௴ุҳ༟
|
||
(ψ)ΥྫΆุ (Υྫ ))
|
||
727,410 727,410 0.47% 0.45% December 9, 2026
|
||
Shenzhen Fuhai Youxuan No. 2 High
|
||
Tech Venture Capital Partnership
|
||
(Limited Partnership) ( ଉέ̹బऎᎴ
|
||
Ҧ௴ุҳ༟ΥྫΆุ (Ϟ
|
||
Υྫ))
|
||
727,410 727,410 0.47% 0.45% December 9, 2026
|
||
Jinan Chanfa Saixingyuanchuang
|
||
Venture Capital Partnership (Limited
|
||
Partnership) (๕௴௴ุ
|
||
ҳ༟ΥྫΆุ (Υྫ ))
|
||
1,854,895 1,854,895 1.20% 1.14% December 9, 2026
|
||
Shandong Caixin Chantou No. 2
|
||
Yuanchuang Investment Partnership
|
||
Enterprise (Limited Partnership) ( ʆ
|
||
ପҳɚ๕௴ҳ༟ΥྫΆ
|
||
ุ(Υྫ ))
|
||
887,150 887,150 0.57% 0.54% December 9, 2026
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Name
|
||
Number of Unlisted
|
||
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 11
|
||
Qingdao Yuanchuang Energy
|
||
Conservation and Environmental
|
||
Protection Venture Capital Fund
|
||
Partnership Enterprise (Limited
|
||
Partnership) (௴ุ
|
||
ΥྫΆุ (Υྫ ))
|
||
833,325 833,325 0.54% 0.51% December 9, 2026
|
||
Yantai Duoying New Kinetic Energy
|
||
Investment Center (L.P.) (ޮ
|
||
อਗঐҳ༟ʕː (Υྫ ))
|
||
833,325 833,325 0.54% 0.51% December 9, 2026
|
||
Jiaxing Xiqi Venture Capital
|
||
Partnership (Limited Partnership) ( ྗ
|
||
௴ุҳ༟ΥྫΆุ (Υ
|
||
ྫ)) ( “Jiaxing Xiqi ”)
|
||
– 5,819,280 3.77% 1.79% December 9, 2026
|
||
Shanghai Cixi Venture Capital Center
|
||
(Limited Partnership) ( ɪऎฉဢ௴
|
||
ุҳ༟ʕː (Υྫ )) (“Shanghai
|
||
Cixi”)
|
||
– 2,500,000 1.62% 0.77% December 9, 2026
|
||
Shanghai Luohui Management
|
||
Consulting Partnership Enterprise
|
||
(Limited Partnership) ( ɪऎᖯሾ၍ଣ
|
||
ፔ༔ΥྫΆุ (Υྫ ))
|
||
761,110 5,238,890 3.39% 1.84% December 9, 2026
|
||
Haitong Innovation Securities
|
||
Investment Co., Ltd. ( ऎஷ௴อᗇՎ
|
||
ʮ̡ )
|
||
4,364,460 – – 1.34% December 9, 2026
|
||
Zhang Yahong (ߎ2,838,885 709,720 0.46% 1.09% December 9, 2026
|
||
Shanghai Luoqun Management
|
||
Consulting Partnership Enterprise
|
||
(Limited Partnership) ( ɪऎᖯ໊၍ଣ
|
||
ፔ༔ΥྫΆุ (Υྫ ))
|
||
1,316,655 2,116,645 1.37% 1.05% December 9, 2026
|
||
Xiamen Youlang Equity Investment
|
||
Partnership Enterprise (Limited
|
||
Partnership) (ᛆҳ༟Υྫ
|
||
Άุ(Υྫ ))
|
||
– 3,333,320 2.16% 1.02% December 9, 2026
|
||
Shanghai Guqing Enterprise
|
||
Management Center ( ɪऎᇅ౹Άุ
|
||
၍ଣʕː )
|
||
3,333,300 – – 1.02% December 9, 2026
|
||
Fan Hong (ߎ2,365,735 591,435 0.38% 0.91% December 9, 2026
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Name
|
||
Number of Unlisted
|
||
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 11
|
||
Shanghai Luoyuan Management
|
||
Consulting Partnership Enterprise
|
||
(Limited Partnership) ( ɪऎᖯ၍ଣ
|
||
ፔ༔ΥྫΆุ (Υྫ ))
|
||
– 2,222,200 1.44% 0.68% December 9, 2026
|
||
Zheng Keqing (ڡ222,220 1,999,980 1.30% 0.68% December 9, 2026
|
||
Zheng Xiaodong (؇ࣖ2,182,230 1.41% 0.67% December 9, 2026
|
||
Nanjing United Future Jianfeng
|
||
Medical Industry Investment
|
||
Partnership (Limited Partnership) (ی
|
||
ᔼᐕପุҳ༟Υྫ
|
||
Άุ(Υྫ ))
|
||
– 2,182,230 1.41% 0.67% December 9, 2026
|
||
Yangtze River Delta Industrial
|
||
Innovation Phase II (Shanghai)
|
||
Private Investment Fund Partnership
|
||
(Limited Partnership) (ɧԉପุ
|
||
௴อɚಂ (ɪऎ)Υྫ
|
||
Άุ(Υྫ )) ( “Yangtze River
|
||
Delta Industrial ”)
|
||
– 2,182,230 1.41% 0.67% December 9, 2026
|
||
Ningbo Longhuahui Boyuan Venture
|
||
Capital Partnership (Limited
|
||
Partnership) (ඤശි௹๕௴ุҳ
|
||
༟ΥྫΆุ (Υྫ ))
|
||
– 2,182,230 1.41% 0.67% December 9, 2026
|
||
Shenzhen Jiaxing No. 2 Investment
|
||
Partnership Enterprise (Limited
|
||
Partnership) (ɚҳ༟Υ
|
||
ྫΆุ(Υྫ ))
|
||
982,000 982,005 0.64% 0.60% December 9, 2026
|
||
Shanghai Technology Venture
|
||
Capital (Group) Co., Ltd. (Ҧ
|
||
௴ุҳ༟ (ණྠ)ʮ̡ )
|
||
– 1,874,845 1.21% 0.58% December 9, 2026
|
||
Shanghai Jifu Supply Chain
|
||
Management Partnership Enterprise
|
||
(Limited Partnership) ( ɪऎ၅ԶᏐ
|
||
ᗡ၍ଣΥྫΆุ (Υྫ ))
|
||
– 1,782,485 1.16% 0.55% December 9, 2026
|
||
Nie Miao ( ᔗ↿) – 1,666,650 1.08% 0.51% December 9, 2026
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Name
|
||
Number of Unlisted
|
||
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 11
|
||
North Shanghai Biomedical Industry
|
||
Park Development (Shanghai) Co.,
|
||
Ltd. (ᔼᖹପุක೯ (ɪ
|
||
ऎ)ʮ̡ )
|
||
727,410 727,410 0.47% 0.45% December 9, 2026
|
||
ROSY ELEGANT COMPANY
|
||
LIMITED
|
||
1,250,000 – – 0.38% December 9, 2026
|
||
Shanghai Baoshan State-owned
|
||
Capital Investment Management
|
||
(Group) Co., Ltd. ( ɪऎᘒʆϞ༟
|
||
͉ҳ༟၍ଣ (ණྠ)ʮ̡ )
|
||
1,182,870 – – 0.36% December 9, 2026
|
||
Wang Jufang (ٹ581,930 145,480 0.09% 0.22% December 9, 2026
|
||
Yuanxiong Real Estate Development
|
||
(China) Co., Ltd. (ήପක೯
|
||
ණྠ(ʕ)ʮ̡ )
|
||
473,145 118,290 0.08% 0.18% December 9, 2026
|
||
Cui Hongyan (ᜮ) – 509,185 0.33% 0.16% December 9, 2026
|
||
Liu Jintao (ᏹ) – 509,185 0.33% 0.16% December 9, 2026
|
||
Huang Haitao ( රऎᏹ) 181,855 181,850 0.12% 0.11% December 9, 2026
|
||
Tianjin Bo ’ao Enterprise
|
||
Management Partnership (Limited
|
||
Partnership) (௹ෳΆุ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
– 363,700 0.24% 0.11% December 9, 2026
|
||
Chen Zhan (࢝295,715 – – 0.09% December 9, 2026
|
||
Xu Sumin ( ९ઽ) – 290,965 0.19% 0.09% December 9, 2026
|
||
Chen Jichun (݆ߏ218,225 0.14% 0.07% December 9, 2026
|
||
Luo Chun ( Ꭳॱ) 218,225 – – 0.07% December 9, 2026
|
||
Song Aihui ( ҂ฌฯ) 88,715 88,715 0.06% 0.05% December 9, 2026
|
||
Zhao Liping ( Ⴛറ) 88,715 88,715 0.06% 0.05% December 9, 2026
|
||
Li Jueping ( ҽ䊌റ) 72,740 – – 0.02% December 9, 2026
|
||
Subtotal 65,363,985 90,458,635 58.61% 47.80%
|
||
Note:
|
||
1. The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Laws. The
|
||
required lock-up for existing Shareholders ends on December 9, 2026, being 12 months following the Listing
|
||
Date.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 4,245,600 12.44% 11.20% 4,245,600 1.30%
|
||
Top 5 12,230,900 35.85% 32.26% 42,211,290 12.95%
|
||
Top 10 19,442,900 56.98% 51.28% 49,423,290 15.16%
|
||
Top 25 29,188,600 85.55% 76.99% 61,351,220 18.82%
|
||
Note:
|
||
* 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 Shares
|
||
capital upon
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Top 1 0 0.00% 0.00% 25,956,915 16.82% 132,247,145
|
||
Top 5 4,090,000 11.99% 10.79% 78,754,725 51.03% 224,290,850
|
||
Top 10 8,335,600 24.43% 21.99% 100,709,390 65.26% 256,143,490
|
||
Top 25 18,737,400 54.92% 49.42% 129,628,070 84.00% 286,601,045
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
SHAREHOLDERS 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 0 0.00% 0.00% 25,956,915 132,247,145 40.57%
|
||
Top 5 4,090,000 11.99% 10.79% 78,754,725 224,290,850 68.80%
|
||
Top 10 8,335,600 24.43% 21.99% 98,085,790 256,358,775 78.64%
|
||
Top 25 12,770,900 37.43% 33.69% 125,944,730 292,437,625 89.71%
|
||
Note:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
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
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF
|
||
VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT / BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
100 84,381 5,907 out of 84,381 to receive 100 Shares 7.00%
|
||
200 13,791 988 out of 13,791 to receive 100 Shares 3.58%
|
||
300 22,684 1,630 out of 22,684 to receive 100 Shares 2.40%
|
||
400 11,164 803 out of 11,164 to receive 100 Shares 1.80%
|
||
500 8,334 601 out of 8,334 to receive 100 Shares 1.44%
|
||
600 4,781 345 out of 4,781 to receive 100 Shares 1.20%
|
||
700 5,393 390 out of 5,393 to receive 100 Shares 1.03%
|
||
800 4,482 326 out of 4,482 to receive 100 Shares 0.91%
|
||
900 3,413 249 out of 3,413 to receive 100 Shares 0.81%
|
||
1,000 19,870 1,455 out of 19,870 to receive 100 Shares 0.73%
|
||
1,500 14,403 1,056 out of 14,403 to receive 100 Shares 0.49%
|
||
2,000 3,636 267 out of 3,636 to receive 100 Shares 0.37%
|
||
2,500 2,149 158 out of 2,149 to receive 100 Shares 0.29%
|
||
3,000 2,532 187 out of 2,532 to receive 100 Shares 0.25%
|
||
3,500 3,116 231 out of 3,116 to receive 100 Shares 0.21%
|
||
4,000 2,146 160 out of 2,146 to receive 100 Shares 0.19%
|
||
4,500 1,237 93 out of 1,237 to receive 100 Shares 0.17%
|
||
5,000 2,649 200 out of 2,649 to receive 100 Shares 0.15%
|
||
6,000 1,941 147 out of 1,941 to receive 100 Shares 0.13%
|
||
7,000 1,925 146 out of 1,925 to receive 100 Shares 0.11%
|
||
8,000 1,767 135 out of 1,767 to receive 100 Shares 0.10%
|
||
9,000 1,251 96 out of 1,251 to receive 100 Shares 0.09%
|
||
10,000 9,654 741 out of 9,654 to receive 100 Shares 0.08%
|
||
20,000 6,337 487 out of 6,337 to receive 100 Shares 0.04%
|
||
30,000 4,147 319 out of 4,147 to receive 100 Shares 0.03%
|
||
40,000 3,476 268 out of 3,476 to receive 100 Shares 0.02%
|
||
50,000 2,566 198 out of 2,566 to receive 100 Shares 0.02%
|
||
60,000 1,997 155 out of 1,997 to receive 100 Shares 0.01%
|
||
70,000 1,465 114 out of 1,465 to receive 100 Shares 0.01%
|
||
80,000 1,588 124 out of 1,588 to receive 100 Shares 0.01%
|
||
90,000 1,250 98 out of 1,250 to receive 100 Shares 0.01%
|
||
100,000 11,249 882 out of 11,249 to receive 100 Shares 0.01%
|
||
260,774 Total number of Pool A successful applicants: 18,956
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
NO. OF
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF
|
||
VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT / BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL B
|
||
200,000 9,298 7,981 out of 9,298 to receive 100 Shares 0.04%
|
||
300,000 3,112 2,672 out of 3,112 to receive 100 Shares 0.03%
|
||
400,000 2,268 1,950 out of 2,268 to receive 100 Shares 0.02%
|
||
500,000 1,377 1,184 out of 1,377 to receive 100 Shares 0.02%
|
||
600,000 939 808 out of 939 to receive 100 Shares 0.01%
|
||
700,000 758 653 out of 758 to receive 100 Shares 0.01%
|
||
800,000 630 544 out of 630 to receive 100 Shares 0.01%
|
||
900,000 410 355 out of 410 to receive 100 Shares 0.01%
|
||
1,000,000 898 778 out of 898 to receive 100 Shares 0.01%
|
||
1,250,000 480 416 out of 480 to receive 100 Shares 0.01%
|
||
1,500,000 458 397 out of 458 to receive 100 Shares 0.01%
|
||
1,895,600 1,285 1,218 out of 1,285 to receive 100 Shares 0.01%
|
||
21,913 Total number of Pool B successful applicants: 18,956
|
||
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.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Placing to close associates of existing Shareholders with prior consent under paragraph 1C(2)
|
||
of the Placing Guidelines
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted a consent
|
||
under paragraph 1C(2) of the Placing Guidelines to permit the Company to allocate such Offer
|
||
Shares in the International Offering to Prudence SPC, Mr. Ling and Begonia No. 2.
|
||
Prudence SPC
|
||
Prudence SPC is a fund established in the Cayman Islands and managed by Prudence Investment
|
||
Management (Hong Kong) Limited ( “Prudence Investment ”). Prudence Investment is a Hong
|
||
Kong-registered asset management company, holding a license from the SFC to carry out Type 4
|
||
(advising on securities) and Type 9 (asset management) regulated activities as defined in the SFO.
|
||
Specializing as an asset and investment management firm, Prudence Investment is committed to
|
||
increasing investment diversification, reducing risk, and improving returns through flexible asset
|
||
allocation strategies. Prudence Investment is wholly owned by Prudence Financial Group, an
|
||
exempted company incorporated in the Cayman Islands. Fangyuan Capital, the fund manager of
|
||
Fangyuan Growth SPC and Fangyuan Fund, managing such two funds that hold the Shares through
|
||
PCJ Bao and Venus Capital (the direct Shareholders), is owned as to 51% by Prudence Financial
|
||
Group. Therefore, Prudence SPC is a close associate of Fangyuan Capital. Prudence SPC is owned
|
||
as to approximately 36.5% by RuiLian Global Master OFC – RuiLian GStone Fund ( “RuiLian ”),
|
||
an Open-Ended Fund registered under the SFO. Except for RuiLian, there is no other investor
|
||
holding 30% or more interest in Prudence SPC.
|
||
Mr. Ling
|
||
Shanghai Dongxi Investment Development Co., Ltd. (ʮ̡ ) ( “Shanghai
|
||
Dongxi ”), holds the Shares of the Company through Shanghai Cixi and Jiaxing Xiqi, the direct
|
||
Shareholders of the Company. The general partner of Shanghai Cixi is Shanghai Xihao Investment
|
||
Management Co., Ltd. (ʮ̡ ) ( “Shanghai Xihao ”), holding approximately
|
||
0.10% of the partnership interest of Shanghai Cixi. The general partner of Jiaxing Xiqi is Shanghai
|
||
Xihao, holding approximately 1.11% of the partnership interests of Jiaxing Xiqi.
|
||
Shanghai Xihao is owned as to 50% by Li Jiaqi ( ҽԳೡ), 30% by Shanghai Dongxi, and 20% by
|
||
Yuan Liangyong ( Ԅ͑), respectively. Shanghai Dongxi is owned as to 99% by Mr. Ling and
|
||
1% by Shanghai Yu Hai Enterprise Development Group Co., Ltd. (ʮ
|
||
̡), a wholly owned subsidiary of Mr. Ling. Therefore, Mr. Ling is a close associate of Shanghai
|
||
Dongxi.
|
||
Begonia No. 2
|
||
The general partner of Yangtze River Delta Industrial, a direct Shareholder of the Company,
|
||
is Shanghai Shengshi Jiayi Enterprise Management Co., Ltd. (ʮ
|
||
̡) ( “Shengshi Jiayi ”), holding approximately 0.3% of its partnership interest. Shengshi Jiayi is
|
||
owned as to 30% by Shanghai Sun Rock Capital Management Co., Ltd. (ࠢ
|
||
ʮ̡) ( “Sun Rock Capital ”), which is owned as to 35% by Ningbo Guxin Lecheng Investment
|
||
Management Partnership (Limited Partnership) (ᆀϓҳ༟၍ଣΥྫΆุ (Υྫ )),
|
||
ultimately controlled by Mr. Zhou Daohong (ݳNone of the other shareholders of Sun Rock
|
||
Capital held more than 30% of equity interest.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
Begonia No. 2, incorporated under the laws of Hong Kong, is a private equity fund managed by
|
||
Ocean Cedar Asset Management Company Limited (ʮ̡ ) ( “Ocean Cedar ”)
|
||
acting as its investment manager. The general partner of Begonia No. 2 is Sun Rock (Hong
|
||
Kong) Management Limited ( ସͩ(ಥ)ʮ̡ ) ( “Sun Rock HK ”), which is wholly
|
||
owned by Sun Rock Capital. Ocean Cedar, a company incorporated under the laws of Hong
|
||
Kong on July 9, 2019, is licensed by the SFC to carry out Type 4 (advising on securities) and
|
||
Type 9 (asset management) regulated activities as defined in the SFO. Ocean Cedar is ultimately
|
||
owned as to 33% by Sun Rock HK and 34% by Mr. Liu Xin, an Independent Third Party; the
|
||
remaining shareholders of Ocean Cedar ’s parent company each hold no more than 20% and are
|
||
all Independent Third Parties. Begonia No. 2 is also directly owned as to 37.66% by Mr. Zhou
|
||
Daohong (ݳas its limited partner. Other than Mr. Zhou Daohong (ݳno other limited
|
||
partner holds 30% or more of the interest in Begonia No. 2. Therefore, Begonia No. 2 is a close
|
||
associate of Yangtze River Delta Industrial.
|
||
The allocation of Offer Shares to the aforementioned close associates of existing Shareholders as
|
||
placees is in compliance with all the conditions under the consent granted by the Stock Exchange,
|
||
including but not limited to (i) the Company complies with Rules 19A.13A and 19A.13C of the
|
||
Listing Rules, and (ii) no preference in allocation was given to these close associates of existing
|
||
Shareholders as placees.
|
||
For details of the allocations of Offer Shares to close associates of existing Shareholders, please
|
||
refer to the section headed “Allotment Results Details – International Offering – Allottees with
|
||
Consents Obtained ” in this announcement.
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
Placing to a connected client with prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to a connected client of a
|
||
connected distributor pursuant to the Placing Guidelines. Details of the placement to this connected
|
||
client are set out below.
|
||
Connected client
|
||
Connected
|
||
distributor
|
||
Relationship with the
|
||
connected distributor
|
||
Whether the
|
||
connected client
|
||
will hold beneficial
|
||
interests of
|
||
Offer Shares on
|
||
a non-discretionary or
|
||
discretionary basis for
|
||
independent
|
||
third parties
|
||
Number of
|
||
Offer Shares to
|
||
be allocated to
|
||
the connected
|
||
client
|
||
Appropriate
|
||
percentage of
|
||
total number of
|
||
Offer Shares
|
||
Approximate
|
||
percentage
|
||
of total H
|
||
Shares in issue
|
||
immediately
|
||
following the
|
||
completion of
|
||
Global Offering
|
||
CSICM Note 1 CLSA CSICM and CLSA are
|
||
members of the same
|
||
group of companies.
|
||
CSICM is therefore
|
||
considered a connected
|
||
client of CLSA pursuant
|
||
to paragraph 1B(7) of
|
||
Appendix F1 to the
|
||
Listing Rules.
|
||
Non-discretionary basis 2,000,000 5.28% 1.30%
|
||
Note:
|
||
1. Currently, PRC investors are not permitted under applicable PRC laws to participate directly in initial
|
||
public offerings ( “IPOs ”) in Hong Kong. However, PRC investors are permitted to invest in products
|
||
issued by appropriate domestic securities firms licensed to undertake cross-border derivatives trading
|
||
activities. In connection with such products, the licensed domestic securities firms, through their Hong Kong
|
||
affiliates, may participate in Hong Kong IPOs either as placees or cornerstone investors (the “Cross-border
|
||
Derivatives Trading Regime ”).
|
||
CITIC Securities Company Limited ( “CITIC Securities ”), the shares of which are listed on both the
|
||
Shanghai Stock Exchange (stock code: 600030) and the Stock Exchange (stock code: 6030), is one of the
|
||
domestic securities firms licensed to undertake cross-border derivatives trading activities. CITIC Securities
|
||
entered into an International Swaps and Derivatives Association agreement (the “ISDA Agreement ”) with
|
||
its indirectly wholly-owned subsidiary, CSICM, to set out the principal terms of any future total return swap
|
||
between CITIC Securities and CSICM.
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
CLSA is an Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager and
|
||
CMI in connection with the Global Offering. Pursuant to the ISDA Agreement, CSICM, which intends to
|
||
participate in the International Offering as a placee, will hold the Offer Shares on a non-discretionary basis as
|
||
the single underlying holder under a back-to-back total return swap (the “Back-to-back TRS ”) to be entered
|
||
by CSICM with CITIC Securities in connection with a Client TRS (as defined below) placed by and fully
|
||
funded (i.e. with no financing provided by CSICM) the CSICM Ultimate Client (as defined below), pursuant
|
||
to which CSICM will pass the full economic exposure of the Offer Shares to the CSICM Ultimate Client,
|
||
which in effect, CSICM will hold the beneficial interest of the Offer Shares on behalf of the CSICM Ultimate
|
||
Client. CSICM is indirectly wholly owned by CITIC Securities. CLSA is also indirectly wholly owned by
|
||
CITIC Securities. Therefore, CSICM is a member of the same group of companies as CLSA. Accordingly,
|
||
CSICM is considered a “connected client ” of CLSA pursuant to paragraph 1B(7) of Appendix F1 of the
|
||
Listing Rules.
|
||
Pursuant to the Cross-border Derivatives Trading Regime, the CSICM Ultimate Client cannot directly
|
||
subscribe for the Offer Shares but may invest in derivative products issued by domestic securities firms
|
||
licensed to undertake cross-border derivatives trading activities, such as CITIC Securities, with the Offer
|
||
Shares as the underlying assets. Instead of directly subscribing for the Offer Shares, the CSICM Ultimate
|
||
Client will place a total return swap order (the “Client TRS ”) with CITIC Securities in connection with
|
||
the Offer Shares and CITIC Securities will place a Back-to-back TRS order to CSICM on the terms of the
|
||
ISDA Agreement. In order to hedge its exposure under the Back-to-back TRS, CSICM participates in the
|
||
Company ’s Proposed Listing and subscribes to the Offer Shares through placing order with CLSA during the
|
||
International Offering.
|
||
The CSICM Ultimate Client for purpose of this placing subscription include the investment fund managed by
|
||
Shanghai Jiuming Investment Management Co., Ltd. (ʮ̡ ). The ultimate beneficial
|
||
owner holding 30% interests or more in the fund is WANG Jingyi ( ˮ౺ᑈ).
|
||
To the best of our knowledge and after making all reasonable enquiries, the CSICM Ultimate Client is an
|
||
independent third party of CSICM and the Company.
|
||
The purpose of CSICM to subscribe for the Offer Shares is to hedge the Back-to-back TRS in connection
|
||
with the Client TRS order placed by the CSICM Ultimate Client. Pursuant to the terms of the contracts of
|
||
the Back-to-back TRS and the Client TRS, during the tenor of the Back-to-back TRS and the Client TRS, all
|
||
economic returns of the Offer Shares will be passed to the CSICM Ultimate Client through the Back-to-back
|
||
TRS and the Client TRS, and all economic loss shall be borne by the CSICM Ultimate Client. CSICM will
|
||
not take any economic return or bear any economic loss in relation to the Offer Shares.
|
||
Investment in the Back-to-back TRS and the Client TRS is similar to the investment in a qualified domestic
|
||
institutional investor fund ( “QDII”) in the way that the CSICM Ultimate Client would reap all the economic
|
||
benefits of the underlying Offer Shares, except that a QDII fund would pass through the exchange rate
|
||
exposure on both the notional value of the investment and the profit and loss of the investment. In contrast,
|
||
the profit and loss of the Back-to-back TRS and the Client TRS factor into account the fluctuation in
|
||
RMB exchange rate upon termination of the Client TRS by converting the profit and loss using the current
|
||
exchange rate at the time of termination. As such, the CSICM Ultimate Client would bear the exchange rate
|
||
exposure of the profit and loss on the settlement date.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
The CSICM Ultimate Client may exercise an early termination right to terminate the Client TRS at any time
|
||
from the issue date of the Client TRS which should be on or after the date on which the Offer Shares are
|
||
listed on the Stock Exchange. Upon the termination upon maturity or early termination of the Client TRS by
|
||
the CSICM Ultimate Client, CSICM will dispose of the Offer Shares on the secondary market and the CSICM
|
||
Ultimate Client will receive a final settlement amount of the Back-to-back TRS which should have taken into
|
||
account all the economic returns or economic loss in relation to the Offer Shares. If upon the maturity of the
|
||
Client TRS, the CSICM Ultimate Client intends to extend the investment period, subject to further agreement
|
||
between CSICM and the relevant CSICM Ultimate Client, the term of the Client TRS could be extended by
|
||
way of a new issuance or a tenor extension. Accordingly, CSICM will extend the term of the Back-to-back
|
||
TRS by way of a new issuance or a tenor extension.
|
||
It is proposed that CSICM will hold the legal title and the voting right of the Offer Shares by itself, and pass
|
||
through the economic exposure to the CSICM Ultimate Client, which places a Client TRS order through its
|
||
asset manager with CITIC Securities in connection with the Offer Shares. Due to its internal policy, CSICM
|
||
will not exercise the voting right of the Offer Shares during the tenor of the Back-to-back TRS.
|
||
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 21 ---
|
||
21
|
||
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 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 December 2, 2025 issued by Shanghai
|
||
Bao Pharmaceuticals Co., Ltd. (ʮ̡ ) 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 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 December 10, 2025).
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Upon Listing, 120,389,270 H Shares, equivalent to 36.93% of the total number of issued Shares
|
||
of the Company, will be counted towards the public float. Under Rule 19A.13A(1) of the Listing
|
||
Rules, in the event the expected market value of the Company ’s H Shares upon Listing does not
|
||
exceed HK$6 billion, at least 25% of the total issued H Shares must be held by the public upon
|
||
Listing. 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 under Rule 19A.13A(1) of the Listing
|
||
Rules.
|
||
Excluding the Offer Shares to be allocated to the cornerstone investors that are subject to a lock-up
|
||
period of six months following the Listing Date, the Company ’s H Shares to be counted towards
|
||
the free float upon Listing will be 30,307,600 Shares. Based on the Offer Price of HK$26.38 per H
|
||
Share, the Company will satisfy 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 Wednesday,
|
||
December 10, 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 Wednesday,
|
||
December 10, 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 Wednesday, December 10, 2025 (Hong Kong time). The
|
||
H Shares will be traded in board lots of 100 H Shares each, and the stock code of the H Shares will
|
||
be 2659.
|
||
By order of the Board
|
||
Shanghai Bao Pharmaceuticals Co., Ltd.
|
||
Dr. Liu Yanjun
|
||
Chairman of the Board and Executive Director
|
||
Hong Kong, December 9, 2025
|
||
As at the date of this announcement, the Board comprises (i) Dr. Liu Yanjun, Ms. Wang Zheng,
|
||
Mr. Tan Jingwei and Ms. Li Cui as executive Directors; (ii) Ms. Lin Chia-Ling, Mr. Diao Juanhuan
|
||
and Mr. Li Chen as non-executive Directors; and (iii) Mr. Cai Zhongxi, Dr. Zeng Fanyi, Dr. Ju
|
||
Dianwen and Mr. Zhang Senquan as independent non-executive Directors.
|