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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.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
meanings as those defined in the prospectus dated 27 September 2024 (the “Prospectus”) issued by Wing
Lee Development Construction Holdings Limited (ʮ̡ ) (the “Company”). This
announcement is for information purposes only and does not constitute an offer or an invitation to induce an
offer by any person to acquire, purchase or subscribe for any securities of the Company. This announcement
is not a prospectus. Potential investors should read the Prospectus for detailed information about the
Company and the Share Offer described below before deciding whether or not to invest in the Offer Shares.
Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information
in the Prospectus.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be
any sale of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This
announcement is not for release, publication or distribution, directly or indirectly, in or into the United States
or any other jurisdiction where such distribution is prohibited by law, nor is this announcement an offer for
sale or solicitation to purchase or subscribe for securities in the United States or any other jurisdictions.
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 any applicable state securities laws, and may
not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit
of, U.S. persons (as defined in Regulation S under the U.S. Securities Act (the “Regulation S”)) except in
transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The
Offer Shares are being offered and sold outside the United States in offshore transactions in accordance with
Regulation S. There will be no public offering of the Offer Shares in the United States.
The Public Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out
in the Prospectus. The Public Offer Shares will not be offered to any person who is outside Hong Kong and/or
not resident in Hong Kong. Potential investors of the Offer Shares should note that the Overall Coordinator
(for itself and on behalf of the Underwriters) shall be entitled to terminate their obligations under the Public
Offer Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in
the paragraph headed “Underwriting — Underwriting Arrangements and Expenses — The Public Offer —
Public Offer Underwriting Agreement — Grounds for Termination” in the Prospectus at any time prior to
8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Wednesday, 9 October
2024).
It is anticipated that no stabilisation activities will be carried out in relation to the Share Offer.
--- page 2 ---
2
Wing Lee Development Construction Holdings Limited
ʮ̡
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 9639)
SHARE OFFER
Number of Offer Shares under
the Share Offer
: 250,000,000 Shares (subject to the
Over-allotment Option)
Number of Public Offer Shares : 125,000,000 Shares (as adjusted after
reallocation)
Number of Placing Shares : 125,000,000 Shares (as adjusted after
reallocation and subject to
the Over-allotment Option)
Final Offer Price : HK$0.73 per Offer Share plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015% and
Stock Exchange trading fee of 0.00565%
Nominal value : HK$0.01 per Share
Stock code : 9639
Sole Sponsor and Overall Coordinator
Joint Bookrunners
Joint Lead Managers
Phillip Securities Grou p
--- page 3 ---
Wing Lee Development Construction Holdings Limited
榮利營造控股有限公司
ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT
RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the
same meanings as those defined in the prospectus dated 27 September 2024 (the
“Prospectus”) issued by Wing Lee Development Construction Holdings Limited (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 9639
Stock short name WING LEE DEV
Dealings commencement date 9 October 2024*
*see note at the end of the announcement
Price Information
Final Offer Price HK$0.73
Offer Price Range HK$0.57 - HK$0.73
Offer Price Adjustment exercised No
Offer Shares and Share Capital
Number of Offer Shares (assuming the Over-allotment
Option is not exercised)
250,000,000
Number of Offer Shares in Public Offer (after reallocation) 125,000,000
Number of offer shares in Placing (after reallocation) 125,000,000
Number of issued shares upon Listing (assuming the
Over-allotment Option is not exercised)
1,000,000,000
Over-allocation
Number of Offer Shares over-allocated 0
Note: There has been no over-allocation of Offer Shares in the Placing. Therefore, the Over-
allotment Option will not be exercised.
Proceeds
Gross proceeds (Note) HK$182.5 million
Less: Estimated listing expenses payable based on Final
Offer Price
HK$(32.8) million
Net proceeds HK$149.7 million
Note: Gross proceeds refers to the amount which the Company is entitled to receive
assuming the Over -allotment Option is not exercised. For details of the use of proceeds,
please refer to the section headed “Future Plans and Use of Proceeds ”
--- page 4 ---
in the Prospectus. Approximately HK$4.9 million of the listing expenses has been charged
to the combined statements of profit or loss during the Track Record Period.
ALLOTMENT RESULTS DETAILS
PUBLIC OFFER
Number of valid applications 14,898
Number of successful applications 7,913
Subscription level 120.6 times
Claw-back triggered Yes
Number of Offer Shares initially available under the Public Offer 25,000,000
Number of Offer Shares reallocated from the Placing (claw-back) 100,000,000
Final number of Offer Shares under the Public Offer (after
reallocation)
125,000,000
% of final number of Offer Shares under the Public Offer to the
Share Offer (after reallocation)
50%
Note: For details of the final allocation of shares to the Public Offer, investors can refer to
www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult to perform a search by name or identification
number or for the full list of allottees.
PLACING
Number of placees 102
Subscription Level 1.14 times
Number of Offer Shares initially available under the Placing 225,000,000
Number of Offer Shares reallocated to the Public Offer (claw-
back)
100,000,000
Final number of Offer Shares under the Placing (after
reallocation)
125,000,000
% of final number of Offer Shares under the Placing to the Share
Offer (after reallocation)
50%
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.
As the Placing Shares are over -subscribed and the Public Offer Shares are over -subscribed, the
reallocation procedure as described in the paragraph headed “Structure and Conditions of the Share
Offer The Public Offer Reallocation” in the Prospectus has taken place. The final number of Public
Offer Shares available under the Public Offer is 125,000,000 Shares, representing 50 % of the total
--- page 5 ---
number of Offer Shares, and the final number of Placing Shares available under the Placing is
125,000,000, representing 50% of the total number of Offer Shares.
The placees in the Placing include the following:
Cornerstone Investors
Investor
Number of
Offer
Shares
allocated
Approximate
% of Offer
Shares
(assuming the
Over-
allotment
Option is not
exercised)
Approximate %
of total
issued share
capital after the
Share Offer
(assuming the
Over-allotment
Option is not
exercised)
Existing
Shareholders
or their close
associates
Sany Hongkong
Group Limited 三一
香港集團有限公司 20,545,000 8.22% 2.05% No
Accel Group
Holdings Limited 高
陞集團控股有限公司 13,695,000 5.48% 1.37% No
The Triplex Holdings
Limited 三鋒控股管
理有限公司 13,695,000 5.48% 1.37% No
Total 47,935,000 19.18% 4.79%
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
Yiu Wang Lee 姚宏利
Yiu Wang Lung 姚宏隆
Chan Lo Man 陳魯閩
Wing Lee Green
Development Limited 榮
利綠色發展有限公司 Note 1
750,000,000 75.00% 8 April 2025 (First
Six-Month Period)
Note 2
8 October 2025
(Second Six-
Month Period) Note
3
Subtotal 750,000,000 75.00%
--- page 6 ---
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
In accordance with the relevant Listing Rule/guidance materials, the required lock -up for the
first six-month period ends on 8 April 2025 and for the second six-month period, on 8 October
2025.
Notes
1. Mr. Yiu Wang Lee, Mr. Yiu Wang Lung, Mr. Chan Lo Man and Wing Lee Green Development Limited are
a group of Controlling Shareholders acting in concert.
2. The Controlling Shareholders may dispose of or transfer Shares after the indicated date subject to that
the Controlling Shareholders will not cease to be a Controlling Shareholder.
3. The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after the
indicated date.
Cornerstone Investors
Name
Number of shares
held in the Company
subject to lock-up
undertakings upon
listing
Approximate % 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
Sany Hongkong Group
Limited 三一香港集團有
限公司
20,545,000 2.05% 8 July 2025
Accel Group Holdings
Limited 高陞集團控股有
限公司
13,695,000 1.37% 8 October 2025
The Triplex Holdings
Limited 三鋒控股管理有
限公司
13,695,000 1.37% 8 October 2025
Subtotal 47,935,000 4.79%
The expiry date of the lock -up period shown in the table above is pursuant to the relevant
Cornerstone Investment Agreements. Sany Hongkong Group Limited has agreed on a lock-up
period of 9 months ending on and including 8 July 2025, whilst Accel Group Holdings Limited
and The Triplex Holdings Limited have agreed on a lock-up period of 12 months ending on and
including 8 October 2025. Please refer to the paragraph headed “Cornerstone Investors
Restriction on Disposals by the Cornerstone Investors” in the Prospectus for further details.
--- page 7 ---
PLACEE CONCENTRATION ANALYSIS
Placees *
Number of
Shares allotted
Allotment as % of Placing
(assuming no exercise of
the Over-allotment Option)
Allotment as % of total
Offer Shares (assuming no
exercise of the Over-
allotment Option)
Number of Shares
held upon Listing
% of total issued share capital
upon Listing (assuming no
exercise of the Over-allotment
Option)
Top 1 20,545,000 16.44% 8.22% 20,545,000 2.05%
Top 5 73,570,000 58.86% 29.43% 73,570,000 7.36%
Top 10 113,305,000 90.64% 45.32% 113,305,000 11.33%
Top 25 124,555,000 99.64% 49.82% 124,555,000 12.46%
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
Placing (assuming no
exercise of the Over-
allotment Option) #
Allotment as % of total
Offer Shares (assuming
no exercise of the Over-
allotment Option)
Number of Shares
held upon Listing
% of total issued share
capital upon Listing
(assuming no exercise of
the Over-allotment
Option)
Top 1 0 0.00% 0.00% 750,000,000 75.00%
Top 5 61,245,000 49.00% 24.50% 811,245,000 81.12%
Top 10 107,485,000 85.99% 42.99% 857,485,000 85.75%
Top 25 131,605,000 97.48% 52.64% 881,605,000 88.16%
Note
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
# Exclusive of 9,750,000 Shares allotted to certain of the top 25 Shareholders under the Public Offer.
BASIS OF ALLOCATION UNDER THE PUBLIC OFFER
Subject to the satisfaction of the conditions set out in the Prospectus, 14,898 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 ALLOTMENT/BALLOT
APPROXIMATE
PERCENTAGE ALLOTTED
OF THE TOTAL NUMBER OF
SHARES APPLIED FOR
5,000 6,167 1,542 out of 6,167 applicants to receive 5,000 shares 25.00%
10,000 1,944 686 out of 1,944 applicants to receive 5,000 shares 17.64%
15,000 554 239 out of 554 applicants to receive 5,000 shares 14.38%
20,000 412 205 out of 412 applicants to receive 5,000 shares 12.44%
--- page 8 ---
25,000 309 172 out of 309 applicants to receive 5,000 shares 11.13%
30,000 286 174 out of 286 applicants to receive 5,000 shares 10.14%
35,000 90 59 out of 90 applicants to receive 5,000 shares 9.37%
40,000 127 89 out of 127 applicants to receive 5,000 shares 8.76%
45,000 67 50 out of 67 applicants to receive 5,000 shares 8.29%
50,000 528 414 out of 528 applicants to receive 5,000 shares 7.84%
60,000 855 732 out of 855 applicants to receive 5,000 shares 7.13%
70,000 110 102 out of 110 applicants to receive 5,000 shares 6.62%
80,000 72 5,000 shares 6.25%
90,000 49 5,000 shares plus 3 out of 49 applicants to receive an
additional 5,000 shares
5.90%
100,000 629 5,000 shares plus 65 out of 629 applicants to receive
an additional 5,000 shares
5.52%
150,000 334 5,000 shares plus 117 out of 334 applicants to
receive an additional 5,000 shares
4.50%
200,000 229 5,000 shares plus 127 out of 229 applicants to
receive an additional 5,000 shares
3.89%
250,000 192 5,000 shares plus 142 out of 192 applicants to
receive an additional 5,000 shares
3.48%
300,000 331 5,000 shares plus 306 out of 331 applicants to
receive an additional 5,000 shares
3.21%
350,000 72 10,000 shares 2.86%
400,000 119 10,000 shares plus 23 out of 119 applicants to
receive an additional 5,000 shares
2.74%
450,000 58 10,000 shares plus 19 out of 58 applicants to receive
an additional 5,000 shares
2.59%
500,000 245 10,000 shares plus 110 out of 245 applicants to
receive an additional 5,000 shares
2.45%
600,000 89 10,000 shares plus 61 out of 89 applicants to receive
an additional 5,000 shares
2.24%
700,000 106 10,000 shares plus 95 out of 106 applicants to
receive an additional 5,000 shares
2.07%
800,000 91 15,000 shares plus 9 out of 91 applicants to receive
an additional 5,000 shares
1.94%
900,000 27 15,000 shares plus 8 out of 27 applicants to receive
an additional 5,000 shares
1.83%
1,000,000 338 15,000 shares plus 153 out of 338 applicants to
receive an additional 5,000 shares
1.73%
2,000,000 224 20,000 shares plus 194 out of 224 applicants to
receive an additional 5,000 shares
1.22%
3,000,000 92 25,000 shares plus 87 out of 92 applicants to receive
an additional 5,000 shares
0.99%
4,000,000 22 30,000 shares plus 19 out of 22 applicants to receive
an additional 5,000 shares
0.86%
5,000,000 18 35,000 shares plus 12 out of 18 applicants to receive
an additional 5,000 shares
0.77%
6,000,000 35 40,000 shares plus 10 out of 35 applicants to receive
an additional 5,000 shares
0.69%
Total 14,821 Total number of Pool A successful applicants: 7,836
Pool B
NUMBER OF
SHARES
NUMBER OF
VALID BASIS OF ALLOTMENT/BALLOT
APPROXIMATE
PERCENTAGE ALLOTTED
--- page 9 ---
APPLIED FOR APPLICATIONS OF THE TOTAL NUMBER OF
SHARES APPLIED FOR
7,000,000 54 770,000 shares 11.00%
8,000,000 6 815,000 shares 10.19%
9,000,000 2 855,000 shares 9.50%
10,000,000 2 890,000 shares 8.90%
11,000,000 3 930,000 shares 8.45%
12,500,000 10 975,000 shares 7.80%
Total 77 Total number of Pool B successful applicants: 77
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 the Company has complied with the Listing Rules and guidance materials
in relation to the placing, allotment and listing of the Companys 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 final Offer Price in addition to any brokerage, AFRC transaction levy,
SFC transaction levy and trading fee payable.
OTHERS / ADDITIONAL INFORMATION
Reallocation
As the Public Offer has been over -subscribed by more than 100 times of the total number of Offer
Shares initially available under the Public Offer , the reallocation procedure as disclosed in the
paragraph headed “Structure and Conditions of the Share Offer The Public Offer Reallocation” in
the Prospectus has been applied.
The number of Offer Shares initially available under the Public Offer is 25,000,000 Shares,
representing 10% of the total number of Offer Shares initially available under the Share Offer
(assuming the Over -allotment Option is not exercised). As a result of such reallocation, the final
number of Offer Shares under the Public Offer is adjusted to 125,000,000 Shares, representing 50%
of the total number of Offer Shares available under the Share Offer (assuming the Over-allotment
Option is not exercised).
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
--- page 10 ---
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 unles s in compliance with Regulation S under the U.S. Securities Act. There will
be no public offer of securities in the United States.
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 27 September 2024 issued by Wing Lee
Development Construction Holdings Limited for detailed information about the Share Offer
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 Overall Coordinator (for itself and
on behalf of the Underwriters) shall be entitled to terminate its obligations under the Public
Offer Underwriting Agreement with immediate effect upon the occurrence of any of the events
set out in the paragraph headed “Underwriting Underwriting Arrangements and Expenses
The Public Offer Public Offer Underwriting Agreement Grounds for Termination ” in the
Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is
currently expected to be on 9 October 2024).
--- page 11 ---
3
PUBLIC FLOAT
Immediately following the completion of the Share Offer, (i) at least 25% of the total
number of issued Shares will be held by the public, in compliance with Rule 8.08(1)(a) of
the Listing Rules; (ii) the three largest public Shareholders do not hold more than 50% of
the Shares in public hands at the time of Listing in compliance with Rules 8.08(3) and 8.24
of the Listing Rules; (iii) there will not be any new substantial Shareholder (as defined in the
Listing Rules) of the Company; and (iv) there will be at least 300 Shareholders at the time
of Listing in compliance with Rule 8.08(2) of the Listing Rules.
COMMENCEMENT OF DEALINGS
The Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday,
9 October 2024 (Hong Kong time), provided that the Share Offer has become unconditional
and the right of termination described in the paragraph headed “Underwriting —
Underwriting Arrangements and Expenses — The Public Offer — Public Offer
Underwriting Agreement — Grounds for Termination” in the Prospectus has not been
exercised. Investors who trade the Shares on the basis of publicly available allocation details
prior to the receipt of Share certificates or prior to the Share certificates becoming valid
evidence of title do so entirely at their own risk.
Assuming that the Share Offer becomes unconditional at or before 8:00 a.m. on Wednesday,
9 October 2024 (Hong Kong time), it is expected that dealings in the Shares on the Stock
Exchange will commence at 9:00 a.m. on Wednesday, 9 October 2024 (Hong Kong time).
The Shares will be traded in board lots of 5,000 Shares each, and the stock code of the
Shares will be 9639.
By order of the Board
Wing Lee Development Construction Holdings Limited
Yiu Wang Lee
Chairman and Executive Director
Hong Kong, 8 October 2024
As at the date of this announcement, the directors of the Company are as follows:
Executive Directors: Independent non-executive Directors:
Mr. Yiu Wang Lee Mr. Shang Hailong
Mr. Yiu Wang Lung Mr. Fu He
Mr. Chan Lo Man Mr. Leung Wai Hung
Ms. Tse Ka Wing
This announcement is available for viewing on the website of the Company at www.winglee.com.hk and the
website of the Stock Exchange at www.hkexnews.hk.