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.
1798 lines
60 KiB
Plaintext
1798 lines
60 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated May 5, 2026 (the “Prospectus ”) of Metis TechBio Co., Ltd. (Ҧ (̏ԯ)΅Ϟ
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ʮ̡) (the “Company ”).
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This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer
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by any person to acquire, purchase or subscribe for any of the securities of the Company. This announcement is not a
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prospectus. Potential investors should read the Prospectus for detailed information about the Global Offering described
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below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer
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Shares should be taken solely in reliance on the information provided in the Prospectus.
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This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
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of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This announcement is
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not for release, publication or distribution, directly or indirectly, in or into the United States or any other jurisdiction
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where such distribution is prohibited by law, nor is this announcement an offer for sale or solicitation to purchase or
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subscribe for securities in the United States or any other jurisdictions. The Offer Shares have not been and will not
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be registered under the U.S. Securities Act or any state securities laws in the United States and may not be offered,
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sold, pledged or transferred within the United States or to, or for the account or benefit of U.S. persons (as defined
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in Regulation S under the U.S. Securities Act), except in transactions exempt from, or not subject to, the registration
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requirements of the U.S. Securities Act. The Offer Shares are being offered and sold (1) solely to qualified institutional
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buyers as defined in Rule 144A in reliance on Rule 144A or another exemption from, or in a transaction not subject
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to, registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on
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Regulation S under the U.S. Securities Act and applicable laws of each jurisdiction where those offers and sales occur.
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In connection with the Global Offering, CLSA Limited, as the stabilizing manager (the “Stabilizing Manager ”)
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(or any person acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with a view to
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stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a
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limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager (or any person acting
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for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute
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discretion of the Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager (or any person
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acting for it) reasonably regards as the best interest of our Company, (b) may be discontinued at any time, and (c) is
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required to be brought to an end within 30 days after the last day for lodging applications under the Hong Kong Public
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Offering (which is Sunday, June 7, 2026). Such stabilization action, if taken, may be effected in all jurisdictions where
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it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements,
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including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended,
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made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the Shares for longer
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than the stabilization period which begins on the Listing Date, and is expected to expire on Sunday, June 7, 2026, the
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30th day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, when
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no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.
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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out
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in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
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or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint Sponsors and the
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Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
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terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence
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of any of the events set out in the section headed “Underwriting { Underwriting Arrangements and Expenses { Hong
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Kong Public Offering { Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time)
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on the Listing Date (which is currently expected to be on Wednesday, May 13, 2026).
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--- page 2 ---
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2
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Metis TechBio Co., Ltd.
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Ҧ (̏ԯ)ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the Global
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Offering
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: 201,229,000 H Shares (subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 40,246,000 H Shares (as adjusted after
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reallocation)
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Number of International Offer Shares : 160,983,000 H Shares (as adjusted after
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reallocation and subject to the
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Over-allotment Option)
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Offer Price : HK$10.50 per H Share, plus brokerage
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of 1%, SFC transaction levy of 0.0027%,
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Stock Exchange trading fee of 0.00565%
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and Accounting and Financial Reporting
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Council transaction levy of 0.00015%
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Nominal value : RMB0.10 per H Share
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Stock code : 7666
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Joint Sponsors
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Overall Coordinators and Joint Global Coordinators
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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3
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METIS TECHBIO CO., LTD.
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Ҧ (̏ԯ)ʮ̡
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated May 5, 2026 (the “Prospectus ”) issued by Metis
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TechBio Co., Ltd. (Ҧ (̏ԯ)ʮ̡) (the “Company ”).
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SUMMARY
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares
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could move substantially even with a small number of H Shares traded and should exercise
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extreme caution when dealing in the H Shares.
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Company information
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Stock code 7666
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Stock short name METIS TECHBIO-P
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Dealings commencement date 13 May 2026*
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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$10.50
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Offer Shares and Share Capital
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Number of Offer Shares (before exercise of the Over-
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allotment Option)
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201,229,000
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Final Number of Offer Shares in Hong Kong Public Offering
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(after reallocation)
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40,246,000
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Final Number of Offer Shares in International Offering
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(after reallocation and before exercise of the Over-allotment
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Option)
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160,983,000
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Number of issued shares upon Listing (before exercise of the
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Over-allotment Option)
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1,152,513,850
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--- page 4 ---
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4
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Over-allocation
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No. of Offer Shares over-allocated 30,184,000
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through
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deferred delivery or a combination of these means. In the event the Over-allotment Option is
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exercised, an announcement will be made on the Stock Exchange ’s website.
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Proceeds
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Gross proceeds (Note) HK$2,112.9 million
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Less: Estimated listing expenses payable based on Offer Price HK$(120.2) million
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Net proceeds HK$1,992.7 million
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Note: Gross proceeds refer to the amount to which the issuer is entitled receive. For details of the use of proceeds,
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please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. The Company will
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adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if any) for the
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purposes as set out in the section headed “Future Plans and Use of Proceeds ” of the Prospectus on a pro rata
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basis.
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--- page 5 ---
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5
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 383,309
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No. of successful applications 65,740
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Subscription level 6910.96 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Hong Kong
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Public Offering
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10,061,500
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No. of Offer Shares reallocated from the International
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Offering (claw-back)
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30,184,500
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Final no. of Offer Shares under the Hong Kong Public
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Offering (after reallocation)
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40,246,000
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% of Offer Shares under the Hong Kong Public Offering to
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the Global Offering
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20%
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Note: For details of the final allocation of 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 208
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Subscription Level 33.86 times
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No. of Offer Shares initially available under the International
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Offering
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191,167,500
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No. of Offer Shares reallocated to the Hong Kong Public
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Offering (claw-back)
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30,184,500
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Final no. of Offer Shares under the International Offering
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(after reallocation)
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160,983,000
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% of Offer Shares under the International Offering to the
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Global Offering
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80%
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--- page 6 ---
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6
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The Directors confirm that, to the best of their knowledge, information and belief, save for
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consent under paragraphs 1C(1) and 1C(2) of Appendix F1 to the Listing Rules and Chapter
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2.5 and Chapter 4.15 of the Stock Exchange ’s Guide for New Listing Applicants (the “Placing
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Guidelines ”) granted by the Stock Exchange to permit the Company to allocate certain Offer
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Shares in the International Offering to existing Shareholder, close associates of existing
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Shareholders and connected clients of the overall coordinator(s), any syndicate member(s)
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(other than the overall coordinator(s)) or any distributor(s) (other than syndicate member(s))
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as a cornerstone investor and a placee, (i) none of the Offer Shares subscribed by the placees
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and the public have been financed directly or indirectly by the Company, any of the Directors,
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chief executive of the Company, Single Largest Shareholders, substantial shareholders, existing
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shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii)
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none of the placees and the public who have purchased the Offer Shares are accustomed to taking
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instructions from the Company, any of the Directors, chief executive of the Company, Single
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Largest Shareholders, substantial shareholders, existing shareholders of the Company or any of its
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subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or
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other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
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--- page 7 ---
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7
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor
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No. of Offer
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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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(assuming
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the Over-
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allotment
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Option is not
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exercised)
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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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||
(assuming
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the Over-
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||
allotment
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||
Option is not
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||
exercised)
|
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% of total
|
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issued share
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capital after
|
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the Global
|
||
Offering
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(assuming
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the Over-
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allotment
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Option is not
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exercised)
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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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BlackRock 37,304,500 18.54% 3.54% 3.24% No
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UBS AM Singapore 11,191,000 5.56% 1.06% 0.97% No
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China Venture Capital
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Innovation Investment Fund
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Co., Ltd.
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7,460,500 3.71% 0.71% 0.65% No
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Mirae 5,968,500 2.97% 0.57% 0.52% No
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HHLRA 5,968,500 2.97% 0.57% 0.52% No
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Deerfield 3,730,000 1.85% 0.35% 0.32% No
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RTW Funds 3,730,000 1.85% 0.35% 0.32% No
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Arc Avenue 3,730,000 1.85% 0.35% 0.32% No
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Huadeng Technology 3,730,000 1.85% 0.35% 0.32% No
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Isometry Global 3,730,000 1.85% 0.35% 0.32% No
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GF Fund 3,730,000 1.85% 0.35% 0.32% No
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ICBCUBS Entities 3,730,000 1.85% 0.35% 0.32% No
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China AMC (HK) 3,730,000 1.85% 0.35% 0.32% No
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Fullgoal Fund 3,730,000 1.85% 0.35% 0.32% No
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Lake Bleu 2,984,000 1.48% 0.28% 0.26% No
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Sage Partners 2,984,000 1.48% 0.28% 0.26% No
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ICBC Wealth Management 1,492,000 0.74% 0.14% 0.13% No
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ORIX Asia AM 1,492,000 0.74% 0.14% 0.13% No
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Total 110,415,000 54.87% 10.49% 9.58 %
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Note:
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1. For further details of the cornerstone investors, please refer to the section headed “Cornerstone Investors ” of the
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Prospectus.
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--- page 8 ---
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8
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Allottees with Waivers/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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(assuming
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the Over-
|
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allotment
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Option is not
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exercised)
|
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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
|
||
(assuming
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the Over-
|
||
allotment
|
||
Option is not
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exercised)
|
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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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(assuming
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the Over-
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allotment
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Option is not
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exercised) Relationship
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Allottees with waiver from strict compliance with the requirements under Rule 10.04 of the Listing Rules and
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consent under paragraph 1C(2) of the Placing Guidelines in relation to allocations to existing Shareholders and
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close associates of existing Shareholders (Note 1)
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Placees
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Martis Fund 3,730,500 1.85% 0.35% 0.32% A placee,
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an existing
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shareholder
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and a close
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associate of
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an existing
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shareholder
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Yael Capital Management
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Limited
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4,477,000 2.22% 0.43% 0.39% A placee and a
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close associate
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of an existing
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shareholder
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Mr. Tse Eric S Y 746,500 0.37% 0.07% 0.06% A placee and a
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close associate
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of an existing
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shareholder
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China Life Franklin Asset
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Management Co., Limited
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261,000 0.13% 0.02% 0.02% A placee and a
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close associate
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of an existing
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shareholder
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Subtotal 9,215,000 4.58% 0.88% 0.80%
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--- page 9 ---
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9
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Investor
|
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No. of Offer
|
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Shares
|
||
allocated
|
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% of Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(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
|
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Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New
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Listing Applicants in relation to allocations to connected clients (Note2)
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China AMC (HK) 3,730,000 1.85% 0.35% 0.32% Connected
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client as a
|
||
cornerstone
|
||
CITIC Securities Asset
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Management Company
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Limited ( “CITIC Asset
|
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Management ”)
|
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1,500 0.0007% 0.0001% 0.0001% Connected
|
||
client as a
|
||
placee
|
||
CITIC Securities Asset
|
||
Management (HK) Limited
|
||
(“CITIC Securities Asset ”)
|
||
1,500 0.0007% 0.0001% 0.0001% Connected
|
||
client as a
|
||
placee
|
||
Harvest Global Investments
|
||
Limited ( “Harvest ”)
|
||
12,000 0.006% 0.001% 0.001% Connected
|
||
client as a
|
||
placee
|
||
DWS Investments Hong
|
||
Kong Limited ( “DWS”)
|
||
12,000 0.006% 0.001% 0.001% Connected
|
||
client as a
|
||
placee
|
||
HSBC Global Asset
|
||
Management (Hong Kong)
|
||
Limited ( “HSBC AM ”)
|
||
373,000 0.19% 0.04% 0.03% Connected
|
||
client as a
|
||
placee
|
||
CITIC Securities
|
||
International Capital
|
||
Management Limited
|
||
(“CSI”)
|
||
2,348,500 1.17% 0.22% 0.20% Connected
|
||
client as a
|
||
placee
|
||
Subtotal 6,478,500 3.22% 0.62% 0.56%
|
||
|
||
|
||
--- page 10 ---
|
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10
|
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Investor
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
% of Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
(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
|
||
Notes:
|
||
1. See the section headed “Others/Additional Information { Placing to the existing shareholders and/or their
|
||
close associates with a prior waiver under Rule 10.04 of the Listing Rules and consent under paragraph 1C(2)
|
||
of the Placing Guidelines ” in this announcement for further details.
|
||
2. See “Waivers { Consent in respect of the Proposed Subscription of the Offer Shares by Connected Client ”
|
||
of the Prospectus and the section headed “Others/Additional Information { Placing to connected clients with
|
||
a prior consent under paragraph 1C(1) of the Placing Guidelines ” in this announcement for further details.
|
||
LOCK-UP UNDERTAKINGS
|
||
Key Persons (Note 1) (as Defined under Rule 18C.14 of the Listing Rules)
|
||
Name Capacity
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-
|
||
up
|
||
undertakings
|
||
upon listing
|
||
% of total
|
||
issued Shares
|
||
after the
|
||
Global Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (Note 2)
|
||
Dr. Lai Co-founder, chairman
|
||
of the Board, executive
|
||
Director and chief
|
||
executive officer
|
||
{ { May 12, 2028
|
||
Scientia HK Dr. Lai ’s close associate 121,334,260 10.53% May 12, 2028
|
||
Delos Holding Dr. Lai ’s close associate 16,000,000 1.39% May 12, 2028
|
||
Dechi Holding Dr. Lai ’s close associate 10,232,590 0.89% May 12, 2028
|
||
Dr. Chen Co-founder, executive
|
||
Director and chief
|
||
research and development
|
||
officer
|
||
66,913,490 5.81% May 12, 2028
|
||
Dr. Wang Co-founder, executive
|
||
Director and chief
|
||
operating officer
|
||
34,911,380 3.03% May 12, 2028
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Name Capacity
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-
|
||
up
|
||
undertakings
|
||
upon listing
|
||
% of total
|
||
issued Shares
|
||
after the
|
||
Global Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (Note 2)
|
||
Nanjing Chengtai
|
||
Yuxin
|
||
Dr. Wang ’s close
|
||
associate
|
||
25,857,170 2.24% May 12, 2028
|
||
Hangzhou Shengtai Dr. Wang ’s close
|
||
associate
|
||
16,524,730 1.43% May 12, 2028
|
||
Subtotal 291,773,620 25.32%
|
||
Notes:
|
||
1. Dr. Lai, Dr. Chen and Dr. Wang are our Co-founders, executive Directors and senior management, each
|
||
being our key persons responsible for our technical operations and/or the research and development of our
|
||
Specialist Technology Products, who are subject to lock-up requirements pursuant to Rule 18C.14 of the
|
||
Listing Rules. In addition, our key persons for the purpose of Rule 18C.14 of the Listing Rules also include
|
||
(i) Dr. Alan Fu, Dr. Wei Xu and Mr. Mark Robert Herbert, each being a senior management member of the
|
||
Company, and (ii) Dr. Andong Liu, our vice president and head of technology and one of our key personnel
|
||
responsible for our Company ’s technical operations and/or the research and development of our Specialist
|
||
Technology Products (collectively, the “Other Key Persons ”). As of the date of the Prospectus, the Other
|
||
Key Persons held certain Equity Incentives under our Employee Incentive Schemes, for further details of the
|
||
Employee Incentives, please refer to section headed “Appendix V { Statutory and General Information {
|
||
Further Information about our Directors, Senior Management and Substantial Shareholders { 5. Employee
|
||
Incentive Schemes. ” in the Prospectus.
|
||
2. The lock-up period commences on the date by reference to which disclosure of its shareholding is made in
|
||
the Prospectus and ends on the date which is 24 months from the Listing Date, i.e. May 12, 2028. In the
|
||
event that upon the notification by the Stock Exchange that the Company will no longer be regarded as a Pre-
|
||
Commercial Company after the Listing, the lock-up period will expire on the later of: (i) the date on which
|
||
such lock-up periods would have ended if the Company had applied for listing as a Commercial Company;
|
||
and (ii) the date falling on the 30th day after the announcement on the removal of designation as a Pre-
|
||
Commercial Company as required under Rule 18C.24 of the Listing Rules.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Pathfinder SIIs
|
||
Name Note 1 Capacity
|
||
Number
|
||
of Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
% of total
|
||
issued
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings (Note 1)
|
||
CICC Pathfinder SIIs 108,800,000 9.44% May 12, 2027
|
||
HSG Pathfinder SIIs 65,558,660 5.69% May 12, 2027
|
||
Beijing PICC Health
|
||
and Pension Industry
|
||
Investment Fund
|
||
(Limited Partnership)
|
||
(ੰቮϼପ
|
||
ږ( Υ
|
||
ྫ)) ( “PICC Health
|
||
& Pension Fund ”)
|
||
Pathfinder SIIs 50,324,060 4.37% May 12, 2027
|
||
5Y Capital Pathfinder SIIs 45,463,970 3.94% May 12, 2027
|
||
Jiangsu Jiequan
|
||
Chengda Equity
|
||
Investment Centre
|
||
(Limited Partnership)
|
||
(ᛆҳ
|
||
༟ʕː(Υྫ ))
|
||
Pathfinder SIIs 35,025,550 3.04% May 12, 2027
|
||
Note:
|
||
1. In accordance with Rule 18C.14 of the Listing Rules, the required lock-up period commences on the date
|
||
by reference to which disclosure of its shareholding is made in the Prospectus and ends on the date which
|
||
is 12 months from the Listing Date, i.e. May 12, 2027. In the event that upon the notification by the Stock
|
||
Exchange that the Company will no longer be regarded as a Pre-Commercial Company after the Listing, the
|
||
lock-up period will expire on the later of: (i) the date on which such lock-up periods would have ended if the
|
||
Company had applied for listing as a Commercial Company; and (ii) the date falling on the 30th day after the
|
||
announcement on the removal of designation as a Pre-Commercial Company as required under Rule 18C.24
|
||
of the Listing Rules.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
Single Largest Shareholders
|
||
Name Note 1 Capacity
|
||
Number
|
||
of Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (Note 1)
|
||
Dr. Wang Beneficial Interest 34,911,380 3.03% May 12, 2028
|
||
Dr. Chen Beneficial Interest 66,913,490 5.81% May 12, 2028
|
||
Dr. Lai/Scientia
|
||
HK (Note 2)
|
||
Beneficial Interest 121,334,260 10.53% May 12, 2028
|
||
Delos(Note 3) Beneficial Interest 16,000,000 1.39% May 12, 2028
|
||
Nanjing Chengtai
|
||
Yuxin
|
||
Beneficial Interest 25,857,170 2.24% May 12, 2028
|
||
Hangzhou Shengtai Beneficial Interest 16,524,730 1.43% May 12, 2028
|
||
Dechi Holding (Note 4) Beneficial Interest 10,232,590 0.89% May 12, 2028
|
||
Notes:
|
||
1. The lock-up period commences on the date by reference to which disclosure of its shareholding is made in
|
||
the Prospectus and ends on the date which is 24 months from the Listing Date, i.e. May 12, 2028. In the
|
||
event that upon the notification by the Stock Exchange that the Company will no longer be regarded as a Pre-
|
||
Commercial Company after the Listing, the lock-up period will expire on the later of: (i) the date on which
|
||
such lock-up periods would have ended if the Company had applied for listing as a Commercial Company;
|
||
and (ii) the date falling on the 30th day after the announcement on the removal of designation as a Pre-
|
||
Commercial Company as required under Rule 18C.24 of the Listing Rules.
|
||
2. Scientia HK Limited, a private company limited by shares incorporated on February 17, 2023, which is
|
||
wholly owned by Dr. Lai.
|
||
3. As of the date of this announcement, Delos Holding was controlled by Dr. Lai as to approximately 38.57%
|
||
and the remaining 61.43% equity interests were held by the relevant grantees under the 2023 Equity Incentive
|
||
Plan, none of whom holds 30% or more of the equity interests therein.
|
||
4. As of the date of this announcement, Dechi Holding was owned as to (i) 3.91% by Dr. Lai; (ii) 44.82% by Dr.
|
||
Alan Fu; (iii) 34.04% by Mr. Mark Robert Herbert; and (iv) 17.23% by three consultants of our Company.
|
||
Dr. Lai controlled Dechi Holding through the only one management share he held and he is also responsible
|
||
for the day-to-day decision making of Dechi Holding.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Existing Shareholders
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued H
|
||
shares after
|
||
the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings
|
||
Dr. Wang 34,911,380 24,437,966 3.03% 2.32% May 12, 2028
|
||
Dr. Chen 66,913,490 46,839,443 5.81% 4.45% May 12, 2028
|
||
Dr. Lai/Scientia HK (Note 1) 121,334,260 84,933,982 10.53% 8.07% May 12, 2028
|
||
Delos (Note 2) 16,000,000 16,000,000 1.39% 1.52% May 12, 2028
|
||
Nanjing Chengtai Yuxin 25,857,170 25,857,170 2.24% 2.46% May 12, 2028
|
||
Hangzhou Shengtai 16,524,730 16,524,730 1.43% 1.57% May 12, 2028
|
||
Dechi Holding (Note 3) 10,232,590 10,232,590 0.89% 0.97% May 12, 2028
|
||
Beijing Yuhetai 985,000 985,000 0.09% 0.09% May 12, 2027
|
||
CICC Kangrui 72,533,330 50,773,331 6.29% 4.82% May 12, 2027
|
||
PICC Health & Pension
|
||
Fund
|
||
50,324,060 50,324,060 4.37% 4.78% May 12, 2027
|
||
Evolution Holding 31,916,730 31,916,730 2.77% 3.03% May 12, 2027
|
||
HSG Seed I 43,420,100 43,420,100 3.77% 4.12% May 12, 2027
|
||
LS Metis 43,225,210 43,225,210 3.75% 4.11% May 12, 2027
|
||
Martis Fund 42,616,430 42,616,430 3.70% 4.05% May 12, 2027
|
||
XtalPi 32,146,460 32,146,460 2.79% 3.05% May 12, 2027
|
||
CICC Healthcare 36,266,670 25,386,669 3.15% 2.41% May 12, 2027
|
||
Jiequan Chengda 35,025,550 35,025,550 3.04% 3.33% May 12, 2027
|
||
Matrice Capital 30,620,100 30,620,100 2.66% 2.91% May 12, 2027
|
||
Duckling Fund 29,771,710 29,771,710 2.58% 2.83% May 12, 2027
|
||
FreeS 27,235,920 27,235,920 2.36% 2.59% May 12, 2027
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of H
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total
|
||
issued
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued H
|
||
shares after
|
||
the Global
|
||
Offering
|
||
upon Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Last day
|
||
subject to
|
||
the lock-up
|
||
undertakings
|
||
HSG Venture VIII 22,138,560 22,138,560 1.92% 2.10% May 12, 2027
|
||
Guangzhou CMB 16,251,850 16,251,850 1.41% 1.54% May 12, 2027
|
||
Vibrant Evolution 13,547,240 13,547,240 1.18% 1.29% May 12, 2027
|
||
IMO Global 6,094,450 6,094,450 0.53% 0.58% May 12, 2027
|
||
Chia Tai Pharmaceutical
|
||
Group Investment Co.,
|
||
Limited
|
||
8,051,850 8,051,850 0.70% 0.76% May 12, 2027
|
||
Kunshan Fengrui 7,734,860 7,734,860 0.67% 0.73% May 12, 2027
|
||
YUAN BEN CHEN XING 7,236,680 7,236,680 0.63% 0.69% May 12, 2027
|
||
Monolith 6,773,620 6,773,620 0.59% 0.64% May 12, 2027
|
||
Chengdu Fengrui 5,366,960 5,366,960 0.47% 0.51% May 12, 2027
|
||
Tianjin Taixi 4,064,170 4,064,170 0.35% 0.39% May 12, 2027
|
||
Yael Capital 2,616,850 2,616,850 0.23% 0.25% May 12, 2027
|
||
Taiping GBA 2,417,780 2,417,780 0.21% 0.23% May 12, 2027
|
||
Yael Evergreen 2,415,560 2,415,560 0.21% 0.23% May 12, 2027
|
||
Nanjing CMB 1,260,920 1,260,920 0.11% 0.12% May 12, 2027
|
||
Shanghai Ziyuan 875,640 875,640 0.08% 0.08% May 12, 2027
|
||
Alaya Capital Partners
|
||
Limited
|
||
25,155,100 25,155,100 2.18% 2.39% May 12, 2027
|
||
Beijing Medical and Health 25,734,780 25,734,780 2.23% 2.44% May 12, 2027
|
||
Beijing Daxing 19,301,080 19,301,080 1.67% 1.83% May 12, 2027
|
||
AHI Investment 6,386,010 6,386,010 0.55% 0.61% May 12, 2027
|
||
Notes:
|
||
1. Scientia HK Limited, a private company limited by shares incorporated on February 17, 2023, which is
|
||
wholly owned by Dr. Lai.
|
||
2. As of the date of this announcement, Delos Holding was controlled by Dr. Lai as to approximately 38.57%
|
||
and the remaining 61.43% equity interests were held by the relevant grantees under the 2023 Equity Incentive
|
||
Plan, none of whom holds 30% or more of the equity interests therein.
|
||
3. As of the date of this announcement, Dechi Holding was owned as to (i) 3.91% by Dr. Lai; (ii) 44.82% by Dr.
|
||
Alan Fu; (iii) 34.04% by Mr. Mark Robert Herbert; and (iv) 17.23% by three consultants of our Company.
|
||
Dr. Lai controlled Dechi Holding through the only one management share he held and he is also responsible
|
||
for the day-to-day decision making of Dechi Holding.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Cornerstone Investors
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of total issued
|
||
Shares after the
|
||
Global Offering
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Last day subject to
|
||
the lock-up
|
||
undertakings (Note 1)
|
||
BlackRock 37,304,500 3.24% November 12, 2026
|
||
UBS AM Singapore 11,191,000 0.97% November 12, 2026
|
||
China Venture Capital
|
||
Innovation Investment Fund
|
||
Co., Ltd.
|
||
7,460,500 0.65% November 12, 2026
|
||
Mirae 5,968,500 0.52% November 12, 2026
|
||
HHLRA 5,968,500 0.52% November 12, 2026
|
||
Deerfield 3,730,000 0.32% November 12, 2026
|
||
RTW Funds 3,730,000 0.32% November 12, 2026
|
||
Arc Avenue 3,730,000 0.32% November 12, 2026
|
||
Huadeng Technology 3,730,000 0.32% November 12, 2026
|
||
Isometry Global 3,730,000 0.32% November 12, 2026
|
||
GF Fund 3,730,000 0.32% November 12, 2026
|
||
ICBCUBS Entities 3,730,000 0.32% November 12, 2026
|
||
China AMC (HK) 3,730,000 0.32% November 12, 2026
|
||
Fullgoal Fund 3,730,000 0.32% November 12, 2026
|
||
Lake Bleu 2,984,000 0.26% November 12, 2026
|
||
Sage Partners 2,984,000 0.26% November 12, 2026
|
||
ICBC Wealth Management 1,492,000 0.13% November 12, 2026
|
||
ORIX Asia AM 1,492,000 0.13% November 12, 2026
|
||
Note:
|
||
1. In accordance with the relevant cornerstone investment agreements, the required lock-up periods will end on
|
||
November 12, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring
|
||
the H Shares subscribed for pursuant to the relevant cornerstone investment agreements after the indicated
|
||
date.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Top 1 37,304,500 23.17% 19.51% 18.54% 16.12% 37,304,500 3.24% 3.15%
|
||
Top 5 67,893,000 42.17% 35.52% 33.74% 29.34% 67,893,000 5.89% 5.74%
|
||
Top 10 89,157,000 55.38% 46.64% 44.31% 38.53% 166,577,550 14.45% 14.08%
|
||
Top 25 136,903,500 85.04% 71.61% 68.03% 59.16% 214,324,050 18.60% 18.12%
|
||
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
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised)
|
||
Number
|
||
of H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued
|
||
H share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued
|
||
H share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 224,825,881 21.35% 20.76% 19.51% 19.01%
|
||
Top 5 3,730,500 2.32% 1.95% 1.85% 1.61% 492,987,241 46.82% 45.52% 42.77% 41.68%
|
||
Top 10 41,035,000 25.49% 21.47% 20.39% 17.73% 705,230,161 66.98% 65.11% 61.19% 59.63%
|
||
Top 25 77,108,000 47.90% 40.34% 38.32% 33.32% 921,338,161 87.50% 85.06% 79.94% 77.90%
|
||
Note
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as %of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 224,825,881 291,773,620 25.32% 24.67%
|
||
Top 5 3,730,500 2.32% 1.95% 1.85% 1.61% 492,987,241 592,574,980 51.42% 50.10%
|
||
Top 10 41,035,000 25.49% 21.47% 20.39% 17.73% 705,230,161 804,817,900 69.83% 68.05%
|
||
Top 25 77,108,000 47.90% 40.34% 38.32% 33.32% 921,338,161 1,020,925,900 88.58% 86.32%
|
||
Note
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
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:
|
||
METIS TECHBIO CO., LTD. FINAL
|
||
BASIS OF ALLOTMENT FOR PRESS ANNOUNCEMENT
|
||
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
|
||
500 93,334 132 out of 93,334 to receive 500 Shares 0.14%
|
||
1,000 18,254 52 out of 18,254 to receive 500 Shares 0.14%
|
||
1,500 10,141 43 out of 10,141 to receive 500 Shares 0.14%
|
||
2,000 19,104 108 out of 19,104 to receive 500 Shares 0.14%
|
||
2,500 9,301 66 out of 9,301 to receive 500 Shares 0.14%
|
||
3,000 7,928 67 out of 7,928 to receive 500 Shares 0.14%
|
||
3,500 3,341 33 out of 3,341 to receive 500 Shares 0.14%
|
||
4,000 4,849 55 out of 4,849 to receive 500 Shares 0.14%
|
||
4,500 7,406 94 out of 7,406 to receive 500 Shares 0.14%
|
||
5,000 11,684 165 out of 11,684 to receive 500 Shares 0.14%
|
||
6,000 4,628 79 out of 4,628 to receive 500 Shares 0.14%
|
||
7,000 4,081 81 out of 4,081 to receive 500 Shares 0.14%
|
||
8,000 8,387 190 out of 8,387 to receive 500 Shares 0.14%
|
||
9,000 8,546 218 out of 8,546 to receive 500 Shares 0.14%
|
||
10,000 14,292 405 out of 14,292 to receive 500 Shares 0.14%
|
||
15,000 10,263 436 out of 10,263 to receive 500 Shares 0.14%
|
||
20,000 8,514 482 out of 8,514 to receive 500 Shares 0.14%
|
||
25,000 6,592 466 out of 6,592 to receive 500 Shares 0.14%
|
||
30,000 5,475 465 out of 5,475 to receive 500 Shares 0.14%
|
||
35,000 3,934 390 out of 3,934 to receive 500 Shares 0.14%
|
||
40,000 3,937 446 out of 3,937 to receive 500 Shares 0.14%
|
||
45,000 3,223 411 out of 3,223 to receive 500 Shares 0.14%
|
||
50,000 7,194 1,018 out of 7,194 to receive 500 Shares 0.14%
|
||
60,000 4,694 797 out of 4,694 to receive 500 Shares 0.14%
|
||
70,000 3,578 709 out of 3,578 to receive 500 Shares 0.14%
|
||
80,000 4,111 931 out of 4,111 to receive 500 Shares 0.14%
|
||
90,000 3,663 933 out of 3,663 to receive 500 Shares 0.14%
|
||
100,000 18,906 5,351 out of 18,906 to receive 500 Shares 0.14%
|
||
200,000 12,147 6,876 out of 12,147 to receive 500 Shares 0.14%
|
||
300,000 8,069 6,852 out of 8,069 to receive 500 Shares 0.14%
|
||
400,000 10,507 500 Shares plus 1,388 out of 10,507 to receive
|
||
additional 500 Shares
|
||
0.14%
|
||
340,083 Total number of Pool A successful applicants: 38,858
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
METIS TECHBIO CO., LTD. FINAL
|
||
BASIS OF ALLOTMENT FOR PRESS ANNOUNCEMENT
|
||
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
|
||
500,000 22,231 8,087 out of 22,231 to receive 500 Shares 0.04%
|
||
1,000,000 8,076 5,876 out of 8,076 to receive 500 Shares 0.04%
|
||
1,500,000 3,977 500 Shares plus 363 out of 3,977 to receive additional
|
||
500 Shares
|
||
0.04%
|
||
2,000,000 2,363 500 Shares plus 1,075 out of 2,363 to receive
|
||
additional 500 Shares
|
||
0.04%
|
||
2,500,000 1,455 500 Shares plus 1,192 out of 1,455 to receive
|
||
additional 500 Shares
|
||
0.04%
|
||
3,000,000 989 1,000 Shares plus 181 out of 989 to receive additional
|
||
500 Shares
|
||
0.04%
|
||
3,500,000 650 1,000 Shares plus 355 out of 650 to receive additional
|
||
500 Shares
|
||
0.04%
|
||
4,000,000 949 1,000 Shares plus 864 out of 949 to receive additional
|
||
500 Shares
|
||
0.04%
|
||
5,030,500 2,536 1,500 Shares plus 1,674 out of 2,536 to receive
|
||
additional 500 Shares
|
||
0.04%
|
||
43,226 Total number of Pool B successful applicants: 26,882
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the H Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for or
|
||
purchased by them was the same as the Offer Price in addition to any brokerage, AFRC transaction
|
||
levy, SFC transaction levy and Stock Exchange trading fee payable.
|
||
The Directors and the Overall Coordinators confirm that at least 50% of the total number of
|
||
the Offer Shares have been allocated to and taken up by independent price setting investors in
|
||
compliance with Rule 18C.08 of the Listing Rules.
|
||
The Directors further confirm that at least 25% of the issued share capital of the Company will be
|
||
held by sophisticated independent investors at the time of Listing in compliance with Chapter 2.5
|
||
of the Guide for New Listing Applicants.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Reallocation
|
||
As the Hong Kong Public Offering has been oversubscribed 50 times or more, the reallocation
|
||
as described in the section headed “Structure of the Global Offering { The Hong Kong Public
|
||
Offering { Reallocation and Clawback ” of the Prospectus has been applied. As a result of
|
||
the above, the final number of Offer Shares under the Hong Kong Public Offering is adjusted
|
||
to 40,246,000 Shares, representing approximately 20.00% of the total number of Offer Shares
|
||
available under the Global Offering (assuming the Over-allotment Option is not exercised), and the
|
||
final number of Offer Shares under the International Offering is adjusted to 160,983,000 Shares,
|
||
representing approximately 80.00% of the total number of Offer Shares under the Global Offering
|
||
(assuming the Over-allotment Option is not exercised).
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
Placing to the existing shareholders and/or their close associates with a prior waiver under
|
||
Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of the Placing Guidelines
|
||
The Company has applied for a waiver under Rule 10.04 of the Listing Rules and a consent under
|
||
paragraph 1C(2) of Appendix F1 to the Listing Rules, to permit the existing shareholders and/or its
|
||
close associates to participate as placees in the Global Offering to subscribe for the Offer Shares to
|
||
be issued by the Company under the International Offering (together, the “Existing Shareholder
|
||
Participants ”). The Stock Exchange has agreed to grant the requested waiver and consent subject
|
||
to the conditions that:
|
||
(a) the allocation to the Existing Shareholder Participants will not affect the Company ’s ability
|
||
to satisfy its public float requirement under Rule 8.08(1) (as amended and replaced by Rule
|
||
19A.13A) and 18C.08 of the Listing Rules;
|
||
(b) the Company and the Joint Sponsors confirm that no preferential treatment has been, nor will
|
||
be directly or indirectly, given to the Existing Shareholder Participants as placees by virtue of
|
||
their relationship with the Company in any allocation in the Global Offering, other than the
|
||
preferential treatment of assured entitlement under the cornerstone investment at the Offer
|
||
Price and the terms are substantially the same as other cornerstone investors; and
|
||
(c) details of the subscription of the Offer Shares by the Existing Shareholder Participants as
|
||
placees under the Global Offering are disclosed in this allotment results announcement of the
|
||
Company.
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
For details of the allocations of Offer Shares to such Existing Shareholder Participants, please
|
||
refer to the section headed “Allotment Results Details { International Offering { Allottees with
|
||
Waivers/Consents Obtained ” in this announcement.
|
||
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of their
|
||
connected distributors pursuant to the Placing Guidelines.
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
|
||
consent under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate such
|
||
Offer Shares in the International Offering to the connected clients. The allocation of Offer Shares
|
||
to such connected clients is in compliance with all the conditions under the consent granted by the
|
||
Stock Exchange. Details of the placement to connected clients are set out below:
|
||
No. Connected Distributor Connected Client
|
||
Relationship with the Connected
|
||
Distributor
|
||
Identities of
|
||
the ultimate
|
||
beneficial
|
||
owners of the
|
||
Offer Shares
|
||
Whether the
|
||
Connected
|
||
Client is a
|
||
collective
|
||
investment
|
||
scheme which is
|
||
not authorised
|
||
by the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of
|
||
such scheme
|
||
Number of
|
||
Offer Shares
|
||
allocated to
|
||
the connected
|
||
client
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Global
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Part A { Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
1. CLSA Limited
|
||
(“CLSA”)
|
||
CITIC Securities Asset
|
||
Management Company
|
||
Limited ( “CITIC Asset
|
||
Management ”)
|
||
CLSA and CITIC Asset
|
||
Management, are members of the
|
||
same group of companies.
|
||
Please refer to
|
||
Note 1
|
||
Yes 1,500 0.0007% 0.0001%
|
||
2. CLSA CITIC Securities Asset
|
||
Management (HK) Limited
|
||
(“CITIC Securities
|
||
Asset ”)
|
||
CITIC Securities Asset is a member
|
||
of the same group of companies as
|
||
CLSA.
|
||
Please refer to
|
||
Note 2
|
||
No 1,500 0.0007% 0.0001%
|
||
|
||
|
||
--- page 24 ---
|
||
24
|
||
No. Connected Distributor Connected Client
|
||
Relationship with the Connected
|
||
Distributor
|
||
Identities of
|
||
the ultimate
|
||
beneficial
|
||
owners of the
|
||
Offer Shares
|
||
Whether the
|
||
Connected
|
||
Client is a
|
||
collective
|
||
investment
|
||
scheme which is
|
||
not authorised
|
||
by the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of
|
||
such scheme
|
||
Number of
|
||
Offer Shares
|
||
allocated to
|
||
the connected
|
||
client
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Global
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Part A { Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
3. Deutsche Bank AG,
|
||
Hong Kong Branch
|
||
(“DBHK”)
|
||
Harvest Global Investments
|
||
Limited ( “Harvest ”)
|
||
Harvest is a wholly-owned
|
||
subsidiary of Harvest Financial
|
||
Group Limited, which in turn is
|
||
wholly owned by Harvest Fund
|
||
Management Co., Ltd. Harvest
|
||
Fund Management Co., Ltd. is
|
||
30% owned by DWS Investments
|
||
Singapore Limited. DWS
|
||
Investments Singapore Limited
|
||
is a wholly-owned subsidiary
|
||
of DWS Group GmbH & Co.
|
||
KGaA. DWS Group GmbH &
|
||
Co. KGaA is partially owned by
|
||
DB Beteiligungs-Holdings GmbH
|
||
(79.49%), Nippon Life Insurance
|
||
(5%) and outside shareholders
|
||
(15.51 %) as at Dec 31, 2025. DB
|
||
Beteiligungs-Holdings GmbH is
|
||
wholly owned by Deutsche Bank
|
||
AG.
|
||
Please refer to
|
||
Note 3
|
||
No 12,000 0.006% 0.001%
|
||
4. DBHK DWS Investments Hong
|
||
Kong Limited ( “DWS”)
|
||
DWS is a wholly-owned subsidiary
|
||
of DWS Group GmbH & Co.
|
||
KGaA. DWS Group GmbH &
|
||
Co. KGaA is partially owned by
|
||
DB Beteiligungs-Holdings GmbH
|
||
(79.49%), Nippon Life Insurance
|
||
(5%) and outside shareholders
|
||
(15.51%) as at December 31, 2025.
|
||
DB Beteiligungs-Holdings GmbH
|
||
is wholly owned by Deutsche Bank
|
||
AG.
|
||
Please refer to
|
||
Note 4
|
||
No 12,000 0.006% 0.001%
|
||
|
||
|
||
--- page 25 ---
|
||
25
|
||
No. Connected Distributor Connected Client
|
||
Relationship with the Connected
|
||
Distributor
|
||
Identities of
|
||
the ultimate
|
||
beneficial
|
||
owners of the
|
||
Offer Shares
|
||
Whether the
|
||
Connected
|
||
Client is a
|
||
collective
|
||
investment
|
||
scheme which is
|
||
not authorised
|
||
by the SFC or is
|
||
expected to hold
|
||
the Offer Shares
|
||
on behalf of
|
||
such scheme
|
||
Number of
|
||
Offer Shares
|
||
allocated to
|
||
the connected
|
||
client
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Global
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Part A { Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
5. The Hongkong And
|
||
Shanghai Banking
|
||
Corporation Limited
|
||
(“HSBC”)
|
||
HSBC Global Asset
|
||
Management (Hong Kong)
|
||
Limited ( “HSBC AM ”)
|
||
HSBC AM is a fellow subsidiary of
|
||
HSBC.
|
||
Please refer to
|
||
Note 5
|
||
No 373,000 0.19% 0.03%
|
||
Notes:
|
||
1. CITIC Asset Management will hold the Offer Shares in its capacity as the discretionary fund manager managing
|
||
the funds on behalf of their investors, each of which is an independent third party.
|
||
The funds are as follows: (i) CITIC SECURITIES COMPANY LIMITED-XINHANG ZHIYUAN NO.3(൛
|
||
Ⴣ 3 ྌ ), and (ii) CITIC Securities AM-Guibinfengyuan No.118 QDII(൛Վ༟
|
||
၍൮Ⴗᔮʩ 118 QDII ྌ ).
|
||
None of the CITIC Asset Management Ultimate Clients holds more than 30% ultimate beneficial interest in the
|
||
aforementioned funds, and all of them with discretionary management.
|
||
2. CITIC Securities Asset will hold the Offer Shares in its capacity as the discretionary fund manager managing
|
||
the funds on behalf of their investors, each of which is an independent third party.
|
||
The funds is as follows: CITIC Securities Asset Management (HK) Limited – CLSA CT Limited Sub Account
|
||
26. Invested 100% by Roofer Securities Limited, of which UBO holding 30% or more interest is natural person
|
||
Karen Liu.
|
||
|
||
|
||
--- page 26 ---
|
||
26
|
||
3. Harvest will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on
|
||
behalf of their investors, each of which is an independent third party.
|
||
The funds are as follows: (i) HARVEST ESG CHINA A RESEARCH SELECT FUND, (ii) ASIA FRONTIER
|
||
EQUITY FUND, (iii) Harvest BOCHK Diverse Income Fund, (iv) Harvest Total Return Fund, and (v) HGI IPO
|
||
MANDATE NO.1.
|
||
No ultimate beneficial owner holds 30% or more interest in the funds.
|
||
4. DWS will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on behalf
|
||
of their investors, each of which is an independent third party.
|
||
The fund is as follows: DWS Invest Chinese Equities.
|
||
No ultimate beneficial owner holds 30% or more interest in the funds.
|
||
5. HSBC AM will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on
|
||
behalf of their investors, each of which is an independent third party.
|
||
The funds are as follows: (i) HSBC Global Investment Funds Asia Ex Japan Equity Smaller Companies, (ii)
|
||
HSBC Global Investment Funds Chinese Equity, (iii) HSBC Global Investment Funds Hong Kong Equity, (iv)
|
||
HSBC China Growth Fund, (v) HSBC China Momentum Fund, (vi) HSBC Collective Investment Trust – HSBC
|
||
China Multi-Asset Income Fund, (vii) HSBC China Mother Fund, (viii) HSBC Pooled Investment Fund-HSBC
|
||
Pooled Chinese Equity Fund, (ix) HSBC Pooled Investment Fund – HK HSBC Pooled Hong Kong Equity Fund,
|
||
(x) HSBC Global RAIF Discretionary Asia Equity Next Generation Leaders Portfolio, (xi) HSBC Global RAIF –
|
||
Discretionary Asia Equity Portfolio, and (xii) HSHK Asian Small Caps.
|
||
No ultimate beneficial owner holds 30% or more interest in the funds.
|
||
No.
|
||
Connected
|
||
Distributor
|
||
Connected
|
||
Client
|
||
Relationship
|
||
with the
|
||
Connected
|
||
Distributor
|
||
Identities of the ultimate
|
||
beneficial owners of the Offer
|
||
Shares or, where applicable,
|
||
details of the structured products
|
||
under which the subscription by
|
||
the Connected Client was made
|
||
(e.g. OTC total return swaps)
|
||
Whether the
|
||
Connected Client
|
||
is a collective
|
||
investment scheme
|
||
which is not
|
||
authorised by the
|
||
SFC or is expected
|
||
to hold the Offer
|
||
Shares on behalf of
|
||
such scheme
|
||
Number of
|
||
Offer Shares
|
||
allocated
|
||
to the
|
||
connected
|
||
client
|
||
Approximate
|
||
percentage of total
|
||
number of Offer
|
||
Shares under the
|
||
Global Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued share
|
||
capital after the
|
||
Global Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Part B { Connected Client holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of independent third parties
|
||
1. CLSA CITIC Securities
|
||
International Capital
|
||
Management Limited
|
||
(“CSI”)
|
||
CSI is a member of
|
||
the same group of
|
||
companies as CLSA.
|
||
Please refer to Note 1 No 2,348,500 1.17% 0.20%
|
||
Note:
|
||
1. CSI will hold the Offer Shares as a placee under the International Offering on behalf of its ultimate clients
|
||
(the “CSI Ultimate Clients ”), on a non-discretionary basis, pursuant to which: (i) CSI will act as the single
|
||
counterparty of the CSI Back-to-back TRS (the “CSI Back-to-back TRS ”) to be entered into by it in connection
|
||
with a total return swap order (the “CSI Client TRS ”) placed and fully funded by the CSI Ultimate Clients, by
|
||
which CSI will pass the full economic exposure of the Offer Shares placed to CSI to the CSI Ultimate Clients;
|
||
(ii) as confirmed by CSI and CLSA, CSI will hold the legal title and beneficial interest in the Offer Shares,
|
||
but will contractually agree to pass on the full economic exposure and return of the Offer Shares to the CSI
|
||
Ultimate Clients, on a non-discretionary basis. The CSI Ultimate Clients may exercise their early termination
|
||
rights to terminate the CSI Client TRS at any time from the trade date of the CSI Client TRS which should be
|
||
on or after the date on which the Offer Shares are listed on the Stock Exchange; (iii) upon the final maturity
|
||
or termination of the CSI Client TRS by the CSI Ultimate Clients, CSI will dispose of the Offer Shares on the
|
||
secondary market and the CSI Ultimate Clients will receive a final termination amount of the CSI Back-to-
|
||
back TRS which will have taken into account all the economic returns or economic loss in relation to the Offer
|
||
Shares and the fixed amount of transaction fees of the CSI Back-to-back TRS and the CSI Client TRS. Due to
|
||
its internal policy, CSI will not exercise the voting right of the Offer Shares during the terms of the CSI Back-
|
||
to-back TRS; and (iv) CSI 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.
|
||
|
||
|
||
--- page 27 ---
|
||
27
|
||
The details of the CSI Ultimate Clients are as follows:
|
||
Name (CSI Ultimate Client) Asset Manager
|
||
UBO of Asset
|
||
Manager
|
||
UBO of CSI
|
||
Ultimate Client
|
||
Panjing Wenheng Private Securities Investment
|
||
Fund (ږ)
|
||
Shanghai Panjing Investment Management
|
||
Center (Limited Partnership) ( ɪऎᆵԯҳ༟၍
|
||
ଣʕː(Υྫ ))
|
||
Zhuang Tao ( ᏹ) None
|
||
Panjing Wenheng Phase 2 Private Securities
|
||
Investment Fund ( ᆵԯၲ㛬 2 ಂӷᗇՎҳ༟
|
||
ږ)
|
||
Shanghai Panjing Investment Management
|
||
Center (Limited Partnership) ( ɪऎᆵԯҳ༟၍
|
||
ଣʕː(Υྫ ))
|
||
Zhuang Tao ( ᏹ) None
|
||
Lingding No.3 Private Securities Investment
|
||
Fund (ږ)
|
||
Ningbo Meishan Bonded Port Area Lingding
|
||
Investment Management Co., Ltd. (ૠʆ
|
||
ʮ̡ )
|
||
Chen Youfang
|
||
(Ϟ˙),
|
||
Deng Chunyan
|
||
(ዲ)
|
||
Xiong Nawei
|
||
(ဤॶฆ)
|
||
Yuanle Qiangye Private Securities Investment
|
||
Fund (ږ)
|
||
Xizang Yuanle Asset Management Co., Ltd.
|
||
(ʮ̡ )
|
||
Zeng Xiaojie
|
||
(ಀወᆎ)
|
||
Hu Caiyang
|
||
(ජ)
|
||
Canaan China Flagship Fund Not applicable Not applicable Liang Hao
|
||
Hover4pi Fund I OFC Hover4pi Capital Management He Hui None
|
||
Global Multi Alpha Fund SP Beevest Capital Management Limited Zeng Shuzhen Zeng Shuzhen
|
||
Gaoyi Qingrui No.6 Ruixing Fund ( ৷ᆇᅅ 6
|
||
ږ)
|
||
Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
None None
|
||
Gaoyi Liwei Jingxuan Weishi Fund ( ৷ᆇлਃ
|
||
ږ)
|
||
Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
None None
|
||
Gaoyi Renhao Long-term Value Langrun Private
|
||
Securities Investment Fund (࠽
|
||
ږ)
|
||
Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
None None
|
||
Jintaiyang Gaoyi Guolu No.1 Chongyuan Fund
|
||
(˄ජ৷ᆇ 1 ږ)
|
||
Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
None None
|
||
Gaoyi Liwei Xinshi Private Fund (ڦ
|
||
ږ)
|
||
Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
None None
|
||
Gaoyi Guolu Xinyuan Private Securities
|
||
Investment Fund (ჃӷᗇՎҳ༟
|
||
ږ)
|
||
Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
None None
|
||
|
||
|
||
--- page 28 ---
|
||
28
|
||
Name (CSI Ultimate Client) Asset Manager
|
||
UBO of Asset
|
||
Manager
|
||
UBO of CSI
|
||
Ultimate Client
|
||
Gaoyi Renhao Youxuan Zhifu Private Securities
|
||
Investment Fund (၅ӷᗇՎ
|
||
ږ)
|
||
Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
None None
|
||
Gaoyi Qingrui Youxuan Ruize Private Securities
|
||
Investment Fund ( ৷ᆇᅅᎴ፯ዣӷᗇՎ
|
||
ږ)
|
||
Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
None None
|
||
Gaoyi Qingrui Zhenxuan Fengyuan Private
|
||
Securities Investment Fund ( ৷ᆇᅅጲ፯㋘๕
|
||
ږ)
|
||
Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
None None
|
||
Gaoyi Renhao Jingxuan Chengze Private
|
||
Securities Investment Fund (ዣ
|
||
ږ)
|
||
Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
None None
|
||
Gaoyi Renhao Zhenxuan Chunhe Private
|
||
Securities Investment Fund (ձ
|
||
ږ)
|
||
Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
None None
|
||
Gaoyi Qingrui Jingxuan Ruixiang Convertible
|
||
Bond Multi-Strategy Private Fund ( ৷ᆇᅅၚ
|
||
ږ)
|
||
Shanghai Gaoyi Asset Management Partnership
|
||
(Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫ
|
||
Άุ(Υྫ ))
|
||
None None
|
||
Evolution Darwin Shangshan No.3 Private
|
||
Securities Investment Fund ( ආʷሞ༺ဧ˖ɪഛ
|
||
ږ)
|
||
Hainan Evolution Asset Management Co., Ltd.
|
||
(ʮ̡ )
|
||
Wang Yiping
|
||
(ˮɓ̻)
|
||
None
|
||
To the best of knowledge of CSI and having made all reasonable inquiries, each of the CSI Ultimate Clients and
|
||
its UBOs is an independent third party of the Company, its subsidiaries, its substantial shareholders, CSI, CLSA
|
||
and the companies which are members of the same group of companies as CLSA.
|
||
|
||
|
||
--- page 29 ---
|
||
29
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
|
||
“Stock Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no
|
||
responsibility for the contents of this announcement, make no representation as to its accuracy
|
||
or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
|
||
from or in reliance upon the whole or any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and
|
||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined
|
||
in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under
|
||
the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on
|
||
Regulation S under the U.S. Securities Act 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 May 5, 2026 issued by Metis TechBio Co., Ltd. ( ኒ
|
||
Ҧ(̏ԯ)ʮ̡) 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 Sponsor-Overall Coordinators
|
||
(for themselves and on behalf of the Hong Kong Underwriters), may, in their sole and absolute discretion, upon
|
||
giving notice in writing to the Company, terminate the Hong Kong Underwriting Agreement with immediate
|
||
effect upon the occurrence of any of the events set out in the section 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 May 13,
|
||
2026).
|
||
|
||
|
||
--- page 30 ---
|
||
30
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Pursuant to Rule 19A.13A of the Listing Rules, assuming that the Over-allotment Option is
|
||
not exercised, based on the Offer Price of HK$10.50 per Offer Share, the expected market
|
||
capitalization of the Company upon the Listing is HK$12,101.4 million, and the minimum
|
||
prescribed public float percentage applicable to our Shares is 15%. Immediately after the
|
||
completion of the Global Offering, 828,100,230 H Shares, representing approximately 71.85% of
|
||
the issued share capital of our Company, will count towards the public float, thereby satisfying the
|
||
minimum percentage requirement in compliance with Rule 19A.13A(1) of the Listing Rules.
|
||
Based on the Offer Price of HK$10.50 per H Share, the Company satisfies the free float
|
||
requirement under Rule 19A.13C(1)(b) of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering: (i) no
|
||
placee will, individually, be placed more than 10% of the enlarged issued share capital of the
|
||
Company; (ii) there will not be any new substantial Shareholder (as defined in the Listing Rules)
|
||
of the Company; (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, May
|
||
13, 2026 (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,
|
||
May 13, 2026 (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, May 13, 2026 (Hong Kong time). The H
|
||
Shares will be traded in board lots of 500 H Shares each, and the stock code of the H Shares will
|
||
be 7666.
|
||
By order of the Board
|
||
Metis TechBio Co., Ltd.
|
||
Tsai-Ta Lai
|
||
Chairman of the Board, executive Director and chief executive officer
|
||
Hong Kong, May 12, 2026
|
||
Directors of the Company named in the application to which this announcement relates are: (i) Dr.
|
||
Tsai-Ta Lai, Dr. Hongming Chen and Dr. Wenshou Wang as executive Directors; (ii) Mr. Hantao
|
||
Huang and Ms. Yuan Gong as non-executive Directors; and (iii) Mr. Frank Yee Chon Lyn, Dr. Jin
|
||
Li and Dr. Peter Edward Lobie as proposed independent non-executive Directors.
|