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.
880 lines
36 KiB
Plaintext
880 lines
36 KiB
Plaintext
--- page 1 ---
|
||
1
|
||
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, and is not intended to, constitute or form a part of any offer or solicitation to purchase or
|
||
subscribe for securities in the United States or in any other jurisdiction. The Offer Shares have not been and will not
|
||
be registered under the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities
|
||
Act”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or
|
||
otherwise transferred within the United States, except in transactions exempt from, or not subject to, the registration
|
||
requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. There will be no
|
||
public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold solely outside the
|
||
United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and applicable laws of
|
||
each jurisdiction where those offers and sales occur.
|
||
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 January 29, 2026 (the “Prospectus ”) issued by Distinct Healthcare Holdings Limited ( 卓正醫療控股有限公
|
||
司)(the “Company ”) for detailed information about the Global Offering described below before deciding whether or
|
||
not to invest in the Shares thereby being offered. The Company has not been and will not be registered under the U.S.
|
||
Investment Company Act of 1940, as amended.
|
||
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
|
||
defined in the Prospectus.
|
||
In connection with the Global Offering, Haitong International Securities Company Limited as stabilization manager
|
||
(the “Stabilization Manager ”) (or its affiliates or any person acting for it) on behalf of the Underwriters, to the extent
|
||
permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may make purchases, over-
|
||
allocate or effect transactions in the market or otherwise take such stabilizing action(s) with a view to stabilizing
|
||
or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited
|
||
period after the Listing Date. However, there is no obligation on the Stabilization Manager (or its affiliates or any
|
||
person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted
|
||
at the absolute discretion of the Stabilization Manager (or its affiliates or any person acting for it) and in what the
|
||
Stabilization Manager reasonably regards as the best interest of the Company, (b) may be discontinued at any time and
|
||
(c) is required to be brought to an end within 30 days after the last day for lodging applications under the Hong Kong
|
||
Public Offering.
|
||
Potential investors should note that no stabilizing action can be taken to support the price of the Shares for longer than
|
||
the stabilization period, which will begin on the Listing Date and is expected to expire on March 5, 2026, being the
|
||
30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date, when no
|
||
further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.
|
||
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for,
|
||
and to procure subscribers for, the Hong Kong Offer Shares, are subject to termination by the Joint Sponsor-Overall
|
||
Coordinators (for themselves and on behalf of the Underwriters) if certain events shall occur prior to 8:00 a.m. on the
|
||
Listing Date. Such grounds are set out in the section headed “Underwriting ” in the Prospectus. It is important that you
|
||
refer to that section for further details.
|
||
|
||
|
||
--- page 2 ---
|
||
2
|
||
Distinct Healthcare Holdings Limited
|
||
卓正醫療控股有限公司
|
||
(Incorporated in the Cayman Islands with limited liability)
|
||
GLOBAL OFFERING
|
||
Number of Offer Shares under the
|
||
Global Offering
|
||
: 4,750,000 Shares (subject to the Over-
|
||
allotment Option)
|
||
Number of Hong Kong Offer Shares : 475,000 Shares
|
||
Number of International Offer Shares : 4,275,000 Shares (subject to the Over-
|
||
allotment Option)
|
||
Final Offer Price : HK$59.90 per Offer Share, plus brokerage
|
||
fee of 1.0%, SFC transaction levy of
|
||
0.0027%, Stock Exchange trading fee of
|
||
0.00565% and AFRC transaction levy of
|
||
0.00015%
|
||
Nominal value : USD0.001 per Share
|
||
Stock code : 2677
|
||
Joint Sponsors, Joint Sponsor-Overall Coordinators, Joint Overall Coordinators,
|
||
Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers
|
||
Joint Overall Coordinators, Joint Global Coordinators, Joint Bookrunners,
|
||
Joint Lead Managers
|
||
Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers
|
||
Joint Bookrunners, Joint Lead Managers
|
||
|
||
|
||
--- page 3 ---
|
||
3
|
||
DISTINCT HEALTHCARE HOLDINGS LIMITED/ 卓正醫療控股有限公司
|
||
ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
|
||
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same
|
||
meanings as those defined in the prospectus dated January 29, 2026 (the “Prospectus ”) issued by
|
||
Distinct Healthcare Holdings Limited ( 卓正醫療控股有限公司 ) (the “Company ”).
|
||
Warning: In view of high concentration of shareholding in a small number of Shareholders,
|
||
Shareholders and prospective investors should be aware that the price of the Shares could
|
||
move substantially even with a small number of Shares traded and should exercise extreme
|
||
caution when dealing in the Shares.
|
||
SUMMARY
|
||
Company information
|
||
Stock code 2677
|
||
Stock short name DISTINCT HEALTH
|
||
Dealings commencement date February 6, 2026*
|
||
* see note at the end of the announcement
|
||
Price Information
|
||
Final Offer Price HK$59.90
|
||
Offer Price Range HK$57.70 – HK$66.60
|
||
Offer Shares and Share Capital
|
||
Number of Offer Shares 4,750,000
|
||
Final Number of Offer Shares in Hong Kong Public Offering 475,000
|
||
Final Number of Offer Shares in International Offering
|
||
(subject to the Over-allotment Option)
|
||
4,275,000
|
||
Number of issued shares upon Listing 64,384,350
|
||
Over-allocation
|
||
No. of Offer Shares over-allocated 712,500
|
||
– International Offering 712,500
|
||
Such over-allocation may be covered by exercising the Over-allotment Option or by making
|
||
purchases in the secondary market at prices that do not exceed the Offer Price or through
|
||
deferred delivery or a combination of these means. In the event the Over-allotment Option is
|
||
exercised, an announcement will be made on the Stock Exchange ’s website.
|
||
|
||
|
||
--- page 4 ---
|
||
4
|
||
Proceeds
|
||
Gross proceeds (Note) HK$284.53 million
|
||
Less: Estimated listing expenses payable based
|
||
on the Final Offer Price
|
||
HK$(75.67) million
|
||
Net proceeds HK$208.86 million
|
||
Note: Gross proceeds refer to the amount to which the issuer is entitled to receive. For details of the use of
|
||
proceeds, please refer to the Prospectus dated January 29, 2026.
|
||
ALLOTMENT RESULTS DETAILS
|
||
HONG KONG PUBLIC OFFERING
|
||
No. of valid applications 147,844
|
||
No. of successful applications 9,500
|
||
Subscription level 2,730.73 times
|
||
Reallocation No
|
||
No. of Offer Shares initially available under the Public Offer 475,000
|
||
Final no. of Offer Shares under the Public Offer 475,000
|
||
% of Offer Shares under the Public Offer to the Global Offering 10%
|
||
Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
|
||
www.hkeipo.hk/IPOResult to perform a search by identification number or www.hkeipo.hk/IPOResult for the full list
|
||
of allottees.
|
||
|
||
|
||
--- page 5 ---
|
||
5
|
||
INTERNATIONAL OFFERING
|
||
No. of placees 211
|
||
Subscription Level 5.79 times
|
||
No. of Offer Shares initially available under the International Offering 4,275,000
|
||
Final no. of Offer Shares under the International Offering 4,275,000
|
||
% of Offer Shares under the International Offering to
|
||
the Global Offering 90%
|
||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the
|
||
Offer Shares subscribed by the placees and the public have been financed directly or indirectly
|
||
by the Company, any of the Directors, chief executive of the Company, controlling shareholders,
|
||
substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their
|
||
respective close associates; and (ii) none of the placees and the public who have purchased the
|
||
Offer Shares are accustomed to taking instructions from the Company, any of the Directors, chief
|
||
executive of the Company, controlling shareholders, substantial shareholders, existing shareholders
|
||
of the Company or any of its subsidiaries or their respective close associates in relation to the
|
||
acquisition, disposal, voting or other disposition of Shares registered in his/her/its name or
|
||
otherwise held by him/her/it.
|
||
|
||
|
||
--- page 6 ---
|
||
6
|
||
The placees in the International offer include the following:
|
||
Cornerstone Investors
|
||
Investor (1)
|
||
Number of Offer
|
||
Shares allocated
|
||
% of total number
|
||
of Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Existing
|
||
shareholders
|
||
or their close
|
||
associates
|
||
Health Vision Hong Kong Limited 727,200 15.31% 1.13% No
|
||
KingMed Diagnostics (Hong
|
||
Kong) Limited (ਹᏨ᜕ (ಥ)
|
||
ʮ̡ ) 386,600 8.14% 0.60% No
|
||
Mininglamp Technology 257,750 5.43% 0.40% No
|
||
Galaxy Dynasty Limited 128,850 2.71% 0.20% No
|
||
Total 1,500,400 31.59% 2.33%
|
||
Notes:
|
||
(1) For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors ” in
|
||
the Prospectus.
|
||
|
||
|
||
--- page 7 ---
|
||
7
|
||
Allottee with Waivers/Consents Obtained
|
||
Investor
|
||
Number of
|
||
Offer Shares
|
||
allocated
|
||
% of total
|
||
number of
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
Allottee with consent under paragraph 1C(1) of Appendix F1 to the Listing Rules (the “Placing
|
||
Guidelines ”) in relation to allocation to a connected client (1)
|
||
Guotai Junan
|
||
Investments (Hong
|
||
Kong) Limited
|
||
257,700 5.43% 0.40% A connected client of
|
||
Haitong International
|
||
Securities Company
|
||
Limited
|
||
Notes:
|
||
(1) For details of the consent under paragraph 1C(1) of the Placing Guidelines in relation to allocation to a
|
||
connected client, please refer to the section headed “Other Information ” in this announcement.
|
||
Allottee who is customer(s) or client(s)/supplier(s) of the Group
|
||
Investor
|
||
Number of
|
||
Offer Shares
|
||
allocated
|
||
% of total
|
||
number of
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
of total
|
||
issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised) Relationship
|
||
KingMed Diagnostics
|
||
(Hong Kong)
|
||
Limited
|
||
386,600 8.14% 0.60% A wholly owned
|
||
subsidiary of a supplier
|
||
of the Group
|
||
|
||
|
||
--- page 8 ---
|
||
8
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
||
Number of shares held
|
||
in the Company subject
|
||
to lock-up undertakings
|
||
upon Listing
|
||
% of shareholding in
|
||
the Company subject to
|
||
lock-up undertakings
|
||
upon Listing (assuming
|
||
the Over-allotment
|
||
Option is not exercised)
|
||
Last day subject to the
|
||
lock-up undertakings (1)
|
||
Cheuk Sing Ho (2) 11,283,000 17.52% August 5, 2028 (3)
|
||
Distinct Partners I Limited (2) 2,640,250 4.10% August 5, 2027 (4)
|
||
Mr. CAO Shaoshan (2) 1,000,000 1.55% February 5, 2027 (5)
|
||
Nineteen Seventy-Seven (2) 867,000 1.35% February 5, 2027 (5)
|
||
Proxy Shares held by H Capital
|
||
IV, L.P. (2)
|
||
1,597,048 2.48% February 5, 2027 (6)
|
||
Proxy Shares held by Image
|
||
Frame Investment (HK)
|
||
Limited (2)
|
||
2,079,683 3.23% February 5, 2027 (6)
|
||
Proxy Shares held by
|
||
MPC II L.P. (2)
|
||
319,096 0.50% February 5, 2027 (6)
|
||
Proxy Shares held by MPC II-A
|
||
L.P. (2)
|
||
35,455 0.06% February 5, 2027 (6)
|
||
Subtotal 19,821,532 30.79%
|
||
Notes:
|
||
(1) The expiry date of the lock-up period shown in the table above is pursuant to the deeds of lock-up
|
||
undertaking entered into by each of the Controlling Shareholders in favor of the Company. The lock-up
|
||
requirement under the deeds of lock-up undertaking is longer than the lock-up period in the undertakings
|
||
given by the Controlling Shareholders pursuant to the Hong Kong Underwriting Agreement. The Controlling
|
||
Shareholders will cease to be prohibited from disposing of or transferring Shares after the indicated date.
|
||
(2) Mr. Wang, Cheuk Sing Ho, the Concert Parties and Distinct Partners I Limited, through (i) the Acting-
|
||
in-Concert Agreement, (ii) the Cheuk Sing Ho Agreement, (iii) the trust deed of Distinct Trust I, and (iv)
|
||
the Voting Proxy Agreements, will exercise the voting rights attached to 19,821,532 Shares in aggregate
|
||
immediately following completion of the Global Offering. See the sections headed “History, Reorganization
|
||
and Corporate Structure ” and “Relationship with Our Controlling Shareholders ” in the Prospectus for details.
|
||
(3) Pursuant to a deed of lock-up undertaking entered into by Cheuk Sing Ho in favor of the Company,
|
||
11,283,000 Shares held by Cheuk Sing Ho will be subject to a 30-month lock-up period since the Listing
|
||
Date.
|
||
(4) Pursuant to a deed of lock-up undertaking entered into by Distinct Partners I Limited in favor of the
|
||
Company, 2,640,250 Shares held by Distinct Partners I Limited will be subject to a 18-month lock-up period
|
||
since the Listing Date.
|
||
(5) Pursuant to deeds of lock-up undertaking entered into by Mr. CAO Shaoshan and Nineteen Seventy-Seven in
|
||
favor of the Company, 1,000,000 Shares held by Mr. CAO Shaoshan and 867,000 Shares held by Nineteen
|
||
Seventy-Seven will be subject to a 12-month lock-up period since the Listing Date.
|
||
(6) Pursuant to the Voting Proxy Agreements and deeds of lock-up undertaking entered into by each of the
|
||
Proxy Shareholders in favor of the Company, an aggregate of 4,031,282 Proxy Shares held by the Proxy
|
||
Shareholders will be subject to a 12-month lock-up period since the Listing Date. See the section headed
|
||
“History, Reorganization and Corporate Structure – Voting Agreements ” in the Prospectus for details.
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
Pre-IPO Investors (as defined in the “History, Reorganization and Corporate Structure ”
|
||
section of the Prospectus)
|
||
Name
|
||
Number of shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (1)
|
||
MPC II, L.P. (2) 375,543 0.58% August 5, 2026
|
||
MPC II-A, L.P. (3) 41,727 0.06% August 5, 2026
|
||
Waterwood DHC Project Ltd 7,500,000 11.65% August 5, 2026
|
||
Humansa Tech (HK) Limited 1,144,200 1.78% August 5, 2026
|
||
Beijing Tiantu Xingbei Investment
|
||
Center (Limited Partnership) ( ̏ԯ
|
||
˂ྡጳ̏ҳ༟ʕː (Υྫ )) 1,021,460 1.59% August 5, 2026
|
||
Chengdu Tiantu Tiantou Dongfeng
|
||
Equity Investment Fund Center
|
||
(Limited Partnership) ( ϓே˂ྡ˂
|
||
ʕː (Υ
|
||
ྫ)) 437,770 0.68% August 5, 2026
|
||
CICC Kangrui Phase I (Ningbo)
|
||
Equity Investment Fund Partnership
|
||
(Limited Partnership) (ੰఠ
|
||
ಂ(ت)ΥྫΆุ
|
||
(Υྫ )) 1,979,610 3.07% August 5, 2026
|
||
Waterwood Tactics Limited 989,810 1.54% August 5, 2026
|
||
Qianhai Ark (BVI) Investment Co.,
|
||
Limited 441,527 0.69% August 5, 2026
|
||
Image Frame Investment (HK)
|
||
Limited(4) 9,486,369 14.73% August 5, 2026
|
||
H Capital IV, L.P. (5) 7,284,852 11.31% August 5, 2026
|
||
H SF Investment LLC 35,100 0.05% August 5, 2026
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
Name
|
||
Number of shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (1)
|
||
Chengdu Tianfu Qianshi Equity
|
||
Investment Partnership Enterprise
|
||
(Limited Partnership) (
|
||
ᛆҳ༟ΥྫΆุ (Υྫ )) 351,600 0.55% August 5, 2026
|
||
Chinalin Chuangxin Investment Co.
|
||
Ltd. (ʮ̡ ) 351,600 0.55% August 5, 2026
|
||
Violet Gem Limited 1,019,700 1.58% August 5, 2026
|
||
Subtotal 32,460,868 50.42%
|
||
Notes:
|
||
(1) The expiry date of the lock-up period shown in the table above is pursuant to the deeds of lock-up
|
||
undertaking entered into by each of the Pre-IPO Investors named herein in favor of the Company. (A)
|
||
1,750,000 Shares held by Tiantu Xingbei Investment Center (Limited Partnership) ( ̏ԯ˂ྡጳ̏ҳ༟ʕː
|
||
(Υྫ )), (B) 750,000 Shares held by Chengdu Tiantu Dongfeng Equity Investment Fund Center (Limited
|
||
Partnership) (ʕː (Υྫ )), (C) 1,080,000 Shares held by MPC II, L.P.
|
||
and 120,000 Shares held by MPC II-A, L.P., and (D) the total of 492,200 Shares held by Deripi Limited,
|
||
Buchkana Holdings Limited and Flarensi Holdings Limited aggregately, are not subject to any lock-up upon
|
||
the Listing.
|
||
(2) Excluding the 319,096 Proxy Shares held by MPC II, L.P., which are subject to a 12-month lock-up
|
||
period since the Listing Date as disclosed under the section headed “Lock-up Undertakings – Controlling
|
||
Shareholders ” in this announcement. See the section headed “History, Reorganization and Corporate Structure
|
||
– Voting Agreements ” in the Prospectus for details.
|
||
(3) Excluding the 35,455 Proxy Shares held by MPC II-A, L.P., which are subject to a 12-month lock-up
|
||
period since the Listing Date as disclosed under the section headed “Lock-up Undertakings – Controlling
|
||
Shareholders ” in this announcement. See the section headed “History, Reorganization and Corporate Structure
|
||
– Voting Agreements ” in the Prospectus for details.
|
||
(4) Excluding the 2,079,683 Proxy Shares held by Image Frame Investment (HK) Limited, which are subject to a
|
||
12-month lock-up period since the Listing Date as disclosed under the section headed “Lock-up Undertakings
|
||
– Controlling Shareholders ” in this announcement. See the section headed “History, Reorganization and
|
||
Corporate Structure – Voting Agreements ” in the Prospectus for details.
|
||
(5) Excluding the 1,597,048 Proxy Shares held by H Capital IV, L.P., which are subject to a 12-month lock-up
|
||
period since the Listing Date as disclosed under the section headed “Lock-up Undertakings – Controlling
|
||
Shareholders ” in this announcement. See the section headed “History, Reorganization and Corporate Structure
|
||
– Voting Agreements ” in the Prospectus for details.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Existing Shareholders (other than the Controlling Shareholders and the Pre-IPO Investors as
|
||
defined in the “History, Reorganization and Corporate Structure ” section of the Prospectus)
|
||
Name
|
||
Number of shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (1)
|
||
Shine Step International Limited 800,000 1.24% August 5, 2026
|
||
Distinct Partners II Limited 2,359,750 3.67% August 5, 2027
|
||
Subtotal 3,159,750 4.91%
|
||
Note:
|
||
(1) The expiry date of the lock-up period shown in the table above is pursuant to the deeds of lock-up
|
||
undertaking entered into by each of the existing Shareholders named herein in favor of the Company.
|
||
Cornerstone Investors
|
||
Name
|
||
Number of shares
|
||
held in the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (1)
|
||
Health Vision Hong Kong Limited 727,200 1.13% August 5, 2026
|
||
KingMed Diagnostics (Hong Kong)
|
||
Limited (ਹᏨ᜕ (ಥ)ʮ̡ ) 386,600 0.60% August 5, 2026
|
||
Mininglamp Technology 257,750 0.40% August 5, 2026
|
||
Galaxy Dynasty Limited 128,850 0.20% August 5, 2026
|
||
Subtotal 1,500,400 2.33%
|
||
Note:
|
||
(1) In accordance with the relevant Listing Rule/guidance materials, the required lock-up ends on August 5,
|
||
2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring Shares after
|
||
the indicated date. For details, please refer to the section headed “Cornerstone Investors – Restrictions on the
|
||
Cornerstone Investors ” of the Prospectus.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number
|
||
of 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 fully
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new 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 fully
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Top 1 1,041,450 24.36% 20.88% 21.93% 19.07% 1,041,450 1.62% 1.60%
|
||
Top 5 3,066,250 71.73% 61.48% 64.55% 56.13% 3,066,250 4.76% 4.71%
|
||
Top 10 4,128,700 96.58% 82.78% 86.92% 75.58% 4,128,700 6.41% 6.34%
|
||
Top 25 4,779,550 111.80% 95.83% 100.62% 87.50% 4,779,550 7.42% 7.34%
|
||
Note
|
||
* Ranking of placees is based on the number of Shares allotted to the placees.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number
|
||
of 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 fully
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised and
|
||
new 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 fully
|
||
exercised and
|
||
new Shares
|
||
are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 15,790,250 24.52% 24.26%
|
||
Top 5 0 0.00% 0.00% 0.00% 0.00% 48,687,242 75.62% 74.79%
|
||
Top 10 1,041,450 24.36% 20.88% 21.93% 19.07% 58,203,773 90.40% 89.41%
|
||
Top 25 4,265,500 99.78% 85.52% 89.80% 78.09% 63,864,750 99.19% 98.11%
|
||
Note
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 147,844 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below:
|
||
Pool A
|
||
Number
|
||
of Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number of
|
||
Shares applied
|
||
for
|
||
50 59,805 599 out of 59,805 applicants to receive 50 shares 1.00%
|
||
100 32,178 454 out of 32,178 applicants to receive 50 shares 0.71%
|
||
150 4,772 83 out of 4,772 applicants to receive 50 shares 0.58%
|
||
200 2,600 52 out of 2,600 applicants to receive 50 shares 0.50%
|
||
250 2,317 52 out of 2,317 applicants to receive 50 shares 0.45%
|
||
300 1,991 49 out of 1,991 applicants to receive 50 shares 0.41%
|
||
350 965 26 out of 965 applicants to receive 50 shares 0.38%
|
||
400 1,425 40 out of 1,425 applicants to receive 50 shares 0.35%
|
||
450 884 27 out of 884 applicants to receive 50 shares 0.34%
|
||
500 5,215 164 out of 5,215 applicants to receive 50 shares 0.31%
|
||
600 1,283 44 out of 1,283 applicants to receive 50 shares 0.29%
|
||
700 2,538 94 out of 2,538 applicants to receive 50 shares 0.26%
|
||
800 1,061 42 out of 1,061 applicants to receive 50 shares 0.25%
|
||
900 687 29 out of 687 applicants to receive 50 shares 0.23%
|
||
1,000 3,611 160 out of 3,611 applicants to receive 50 shares 0.22%
|
||
1,500 2,126 115 out of 2,126 applicants to receive 50 shares 0.18%
|
||
2,000 1,151 72 out of 1,151 applicants to receive 50 shares 0.16%
|
||
2,500 1,053 74 out of 1,053 applicants to receive 50 shares 0.14%
|
||
3,000 858 66 out of 858 applicants to receive 50 shares 0.13%
|
||
3,500 539 45 out of 539 applicants to receive 50 shares 0.12%
|
||
4,000 503 45 out of 503 applicants to receive 50 shares 0.11%
|
||
4,500 432 41 out of 432 applicants to receive 50 shares 0.11%
|
||
5,000 1,308 128 out of 1,308 applicants to receive 50 shares 0.10%
|
||
6,000 671 72 out of 671 applicants to receive 50 shares 0.09%
|
||
7,000 564 66 out of 564 applicants to receive 50 shares 0.08%
|
||
8,000 597 74 out of 597 applicants to receive 50 shares 0.08%
|
||
9,000 501 66 out of 501 applicants to receive 50 shares 0.07%
|
||
10,000 3,098 428 out of 3,098 applicants to receive 50 shares 0.07%
|
||
20,000 1,735 338 out of 1,735 applicants to receive 50 shares 0.05%
|
||
30,000 1,192 284 out of 1,192 applicants to receive 50 shares 0.04%
|
||
40,000 770 211 out of 770 applicants to receive 50 shares 0.03%
|
||
50,000 743 228 out of 743 applicants to receive 50 shares 0.03%
|
||
60,000 546 183 out of 546 applicants to receive 50 shares 0.03%
|
||
70,000 826 299 out of 826 applicants to receive 50 shares 0.03%
|
||
Total 140,545 Total number of Pool A successful applicants: 4,750
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Pool B
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
Number Number total number of
|
||
of Shares of valid Shares applied
|
||
applied for applications Basis of allocation/ballot for
|
||
80,000 2,427 1,554 out of 2,427 applicants to receive 50 shares 0.04%
|
||
90,000 522 336 out of 522 applicants to receive 50 shares 0.04%
|
||
100,000 1,415 914 out of 1,415 applicants to receive 50 shares 0.03%
|
||
150,000 1,178 773 out of 1,178 applicants to receive 50 shares 0.02%
|
||
237,500 1,757 1,173 out of 1,757 applicants to receive 50 shares 0.01%
|
||
Total 7,299 Total number of Pool B successful applicants: 4,750
|
||
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 Shares.
|
||
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or
|
||
indirectly, provided by the Company, its controlling shareholder(s), directors or syndicate members
|
||
to any placees or the public (as the case may be) and the consideration payable by them for each
|
||
Offer Share of the Company subscribed for or purchased by them is the same as the Offer Price
|
||
determined by the Company, in addition to any brokerage, AFRC transaction levy, SFC transaction
|
||
levy and trading fee payable.
|
||
OTHER INFORMATION
|
||
Placing to a connected client with prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a consent
|
||
under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate certain Offer
|
||
Shares in the International Offering to a connected client as placees. The allocation of Offer Shares
|
||
to such connected client is in compliance with all the conditions under the consent granted by the
|
||
Stock Exchange.
|
||
Details of the placement to connected client are set out below.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
No.
|
||
Connected
|
||
distributor Connected client Relationship
|
||
Whether the
|
||
connected client
|
||
will hold
|
||
the beneficial
|
||
interests of the
|
||
Offer Shares
|
||
on a non –
|
||
discretionary
|
||
basis or
|
||
discretionary
|
||
basis for
|
||
independent
|
||
third parties
|
||
Number of
|
||
Offer Shares to
|
||
be allocated to
|
||
the connected
|
||
client
|
||
Approximate
|
||
percentage of
|
||
Offer Shares
|
||
allocated to the
|
||
connected client
|
||
(assuming the
|
||
Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
after the
|
||
Global Offering
|
||
(assuming the
|
||
Over-Allotment
|
||
Option is not
|
||
exercised)
|
||
1. Haitong
|
||
International
|
||
Securities
|
||
Company
|
||
Limited ( “HTI
|
||
Securities ”)
|
||
Guotai Junan
|
||
Investments
|
||
(Hong Kong)
|
||
Limited
|
||
(“GTJAI”)(1)
|
||
GTJAI is a
|
||
member of the
|
||
same group of
|
||
HTI Securities
|
||
Non-discretionary
|
||
basis
|
||
257,700 5.43% 0.40%
|
||
Note:
|
||
(1) GTJAI proposes to subscribe for and hold the Offer Shares as a placee under the International Offering on
|
||
behalf of its ultimate client on a non-discretionary basis.
|
||
GTJAI shall hold the Offer Shares for hedging purpose as the single underlying asset of a back-to-back total
|
||
return swap transaction (the “GTHT Back-to-back TRS ”) to be entered into between GTJAI and Guotai
|
||
Haitong Securities Co., Ltd. (ʮ̡ ) (the “GTHT Onshore Parent ”) in connection
|
||
with a total return swap order (the “GTHT Client TRS ”) to be entered into by GTHT Onshore Parent and an
|
||
ultimate client (the “GTHT Onshore Ultimate Client ”). Such GTHT Client TRS is to be fully funded by the
|
||
GTHT Onshore Ultimate Client. GTJAI will hold the Offer Shares on a non-discretionary basis for the purpose
|
||
of hedging the economic exposure under the GTHT Back-to-back TRS and GTHT Client TRS only. During the
|
||
tenor of the GTHT Client TRS, all economic returns of the Offer Shares will be passed to the GTHT Onshore
|
||
Ultimate Client and all economic losses shall be borne by the GTHT Onshore Ultimate Client, subject to the
|
||
terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS, and GTJAI will not take part in
|
||
any economic return or bear any economic loss in relation to the price of the Offer Shares. The GTHT Onshore
|
||
Ultimate Client may request to redeem the Shares at their own discretion, upon which GTJAI shall dispose of
|
||
the Offer Shares and settle the GTHT Back-to-back TRS and GTHT Client TRS in cash in accordance with the
|
||
terms and conditions of the GTHT Back-to-back TRS and GTHT Client TRS documents. Due to its internal
|
||
policy, GTJAI will not exercise the voting right attaching to the Offer Shares during the tenor of the GTHT
|
||
Back-to-back TRS and GTHT Client TRS.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
The GTHT Onshore Ultimate Client is Binghao Value Selected Private Securities Investment Fund (࠽
|
||
ږIt has no ultimate beneficial owner holding 30% or more of its interest. To the best
|
||
knowledge of GTJAI after making all reasonable enquiries, each of the GTHT Onshore Ultimate Client and its
|
||
beneficial owners is an independent third party of GTJAI, HTI Securities and the companies which are members
|
||
of the same group of HTI Securities.
|
||
GTJAI is not a collective investment scheme which is not authorized by the SFC nor is expected to hold the
|
||
Offer Shares on behalf of such scheme.
|
||
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 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 January 29, 2026 issued by Distinct
|
||
Healthcare Holdings Limited 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 Sponsors and the Joint
|
||
Sponsor-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 –
|
||
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 February 6, 2026).
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately after the completion of the Global Offering, 19,301,787 Shares, representing
|
||
approximately 29.98% 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 Shares
|
||
held in public hands is higher than the prescribed percentage of Shares required to be held in
|
||
public hands of 25% under Rule 8.08(1) of the Listing Rules, satisfying the minimum percentage
|
||
requirement in compliance with Rule 8.08(1) of the Listing Rules.
|
||
Each of the Cornerstone Investors, the Controlling Shareholders and certain other existing
|
||
Shareholders (including Pre-IPO Investors) has agreed to a lock-up period of no less than six
|
||
months following the Listing Date. For details, please refer to the section headed “Lock-up
|
||
Undertakings ” of this announcement. As such, Shares held by them upon the Listing shall not be
|
||
counted towards the free float of the Shares of the Company at the time of Listing. Based on the
|
||
final Offer Price of HK$59.90 per Share, the Company satisfies the free float requirement under
|
||
Rule 8.08A of the Listing Rules.
|
||
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 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 Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time)
|
||
on Friday, February 6, 2026, 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 Underwriting Agreement { Grounds for
|
||
Termination ” in the Prospectus has not been exercised. Investors who trade the Shares prior to the
|
||
receipt of Share certificates or the Share certificates becoming valid evidence of title do so entirely
|
||
at their own risk.
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong
|
||
time) on Friday, February 6, 2026, it is expected that dealings in the Shares on the Stock Exchange
|
||
will commence at 9:00 a.m. on Friday, February 6, 2026. The Shares will be traded in board lots of
|
||
50 Shares each and the stock code of the Shares will be 2677.
|
||
By order of the Board
|
||
Distinct Healthcare Holdings Limited
|
||
卓正醫療控股有限公司
|
||
WANG Zhiyuan
|
||
Chairman and Executive Director
|
||
Hong Kong, February 5, 2026
|
||
As of the date of this announcement, the Board comprises Mr. WANG Zhiyuan and Mr. SHI Yi
|
||
as executive Directors, Mr. CAO Shaoshan, Mr. ZHANG Xiangdong, Mr. WEI Guoxing, Ms.
|
||
CHEN Xiaohong and Mr. HAO Rui as non-executive Directors, and Ms. CHEN Rui, Mr. WANG
|
||
Yonggang, Mr. WANG Gaofei and Dr. GAO Pingyang as proposed independent non-executive
|
||
Directors.
|