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hk-ipo/data/extracted_text/02677/allotment_results_2026-02-05_2026020501800.txt
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--- 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
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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.