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.
985 lines
41 KiB
Plaintext
985 lines
41 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 ”) and Hong
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Kong Securities Clearing Company Limited (“ HKSCC”) take no responsibility for the contents of this announcement, make no
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representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
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from or in reliance upon the whole or any part of the contents of this announcement.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its
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territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute
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or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions.
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The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 as
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amended from time to time (the “ U.S. Securities Act ”) or securities law of any state or other jurisdiction of the United States.
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The securities may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption
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from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. The
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securities are being offered and sold outside the United States in offshore transactions in accordance with Regulation S under the
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U.S. Securities Act. There will be no public offer of securities in the United States.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or
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subscribe for securities. This announcement is not a prospectus. Potential investors should read the prospectus dated February
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5, 2026 (the “ Prospectus ”) issued by Shenzhen Woer Heat-Shrinkable Material Co., Ltd. (ʮ̡ ) (the
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“Company”) for detailed information about the Global Offering described below before deciding whether or not to invest in the
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H Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the
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information in the Prospectus. The Company has not been and will not be registered under the U.S. Investment Company Act of
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1940, as amended.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in
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the Prospectus.
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Potential investors of the Offer Shares should note that the Sponsor-Overall Coordinators (for themselves and on behalf of
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the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement
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with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting — Underwriting
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Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” in the Prospectus at any time prior to
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8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Friday, February 13, 2026).
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--- page 2 ---
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2
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Shenzhen Woer Heat-Shrinkable Material Co., Ltd.
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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
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the Global Offering
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: 139,988,800 H Shares
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Number of Hong Kong Offer Shares : 13,999,000 H Shares
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Number of International Offer Shares : 125,989,800 H Shares
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Final Offer Price : HK$20.09 per Offer 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 AFRC transaction levy of 0.00015%
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Nominal value : RMB1.00 per H Share
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Stock code : 9981
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Joint Sponsors, Sponsor-overall Coordinators, Joint Global Coordinators, Joint Bookrunners
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and Joint Lead Managers
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Overall Coordinator, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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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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Shenzhen Woer Heat-Shrinkable Material Co., Ltd.
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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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 February 5, 2026 (the “ Prospectus ”) issued by
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Shenzhen Woer Heat-Shrinkable Material Co., Ltd. (the “ Company”).
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SUMMARY
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Company information
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Stock code 9981
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Stock short name WOER
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Dealings commencement date February 13, 2026*
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* see note at the end of the announcement
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Price Information
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Final Offer Price HK$20.09
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Maximum Offer Price HK$20.09
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Offer Price Adjustment N/A
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Offer Shares and Share Capital
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Number of Offer Shares 139,988,800
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Final Number of Offer Shares in Hong Kong Public Offering 13,999,000
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Final Number of Offer Shares in International Offering 125,989,800
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Number of issued Shares upon Listing 1,399,887,362
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Proceeds
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Gross proceeds (Note) HK$2,812.4 million
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Less: Estimated listing expenses payable based on Final Offer
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Price
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HK$(78.8) million
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Net proceeds HK$2,733.6 million
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Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use of proceeds, please
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refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus.
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--- page 4 ---
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4
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 141,463
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No. of successful applications 31,654
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Subscription level 569.58 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong Public
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Offering
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13,999,000
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Final no. of Offer Shares under the Hong Kong Public Offering 13,999,000
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% of Offer Shares under the Hong Kong Public Offering to the
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Global Offering
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10.00%
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Note: For details of the final allocation of H Shares to the Public Offer, investors can refer to www.eipo.com.hk/eIPOAllotment
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to perform a search by identification number or www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 116
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Subscription Level 8.19 times
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No. of Offer Shares initially available under the International
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Offering
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125,989,800
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Final no. of Offer Shares under the International Offering 125,989,800
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% of Offer Shares under the International Offering to the Global
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Offering
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90.00%
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--- page 5 ---
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5
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The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a
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waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph
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1C(2) of Appendix F1 to the Listing Rules (the “ Placing Guidelines ”) granted by the Stock
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Exchange to permit the Company to allocate certain Offer Shares in the International Offering
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to certain existing minority shareholders and/or their close associates, and (b) a consent under
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Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to, among other
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things, allocate further H Shares in the International Offering to an existing Shareholder and/or its
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close associates and Cornerstone Investors and/or its close associates, (i) none of the Offer Shares
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subscribed by the placees and the public have been financed directly or indirectly by the Company,
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any of the Directors, chief executive of the Company, group of single largest shareholder,
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substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or their
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respective close associates; and (ii) none of the placees and the public who have purchased the
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Offer Shares are accustomed to taking instructions from the Company, any of the Directors, chief
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executive of the Company, group of single largest shareholder, substantial Shareholders, existing
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Shareholders of the Company or any of its subsidiaries or their respective close associates in
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relation to the acquisition, disposal, voting or other disposition of H Shares registered in his/her/its
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name or otherwise held by him/her/it.
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The placees in the International Offering include the following:
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Cornerstone Investors
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Cornerstone Investors
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No. of Offer
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Shares
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allocated
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Note 1
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% of Offer
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Shares
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% of total issued
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share capital
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after the Global
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Offering
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Note 2 & 3
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Existing
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shareholders
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or their
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close
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associates
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HHLR Advisors, Ltd. (“ HHLRA”) 9,703,000 6.93% 0.69% No
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Shanghai Greenwoods and Huatai Capital
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Investment Limited (in connection with
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Greenwoods OTC Swaps)
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6,986,000 4.99% 0.50% No
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Jump Trading Pacific Pte. Ltd. (“ Jump
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Trading”)
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1,164,200 0.83% 0.08% No
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Huizhou Huilian Investment Partnership
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(Limited Partnership) (“ Huizhou
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Huilian”)
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9,960,800 7.12% 0.71% No
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JCC and Guotai Junan Investments (Hong
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Kong) Limited (in connection with JCC
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OTC Swaps)
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1,164,200 0.83% 0.08% No
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Shen Zhen New World Investment (H.K)
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Limited (“ Shen Zhen New World ”)
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2,986,400 2.13% 0.21% Yes
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Note 2
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--- page 6 ---
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6
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Cornerstone Investors
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No. of Offer
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Shares
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allocated
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Note 1
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% of Offer
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Shares
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% of total issued
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share capital
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after the Global
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Offering
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Note 2 & 3
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Existing
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shareholders
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or their
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close
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associates
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BEST CHEER DEVELOPMENT
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LIMITED (“ Best Cheer ”)
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1,692,200 1.21% 0.12% No
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RIME Capital Limited (“ RIME”) 398,200 0.28% 0.03% No
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SCV Alpha LP (“ SCV Alpha ”) 1,344,800 0.96% 0.10% No
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Yield Royal Investment Holding
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(Singapore) PTE. LTD. (“ Yield Royal ”)
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1,164,200 0.83% 0.08% No
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Guohui (HK) Holdings Co., Limited
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(“Guohui HK ”)
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1,943,600
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(Note 4)
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1.39% 0.14% No
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Pu Xin Guotai Junan Investments (Hong
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Kong) Limited (in connection with Pu Xin
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OTC Swaps)
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1,941,200 1.39% 0.14% No
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CAPCHEM (HONGKONG) CO.,
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LIMITED (“ Capchem Hong Kong ”)
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2,737,600 1.96% 0.20% No
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Enhanced Investment Products Limited
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(“EIP”)
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1,940,600 1.39% 0.14% No
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Factorial Master Fund (“ Factorial”) 776,200 0.55% 0.06% No
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Qianhai Starlight Capital SPC (“ Qianhai
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Starlight”)
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2,328,600 1.66% 0.17% No
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Total 48,231,800 34.45% 3.45%
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Notes:
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(1) The number of Offer Shares allocated to such investors only represents the number of Offer Shares allocated to the investors
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as cornerstone investors in the International Offering. For allocations of Offer Shares to the relevant investors as placees
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(if any), please refer to the section headed “Allotment Results Details — International Offering — Allotees with waiver/
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consents obtained” in this announcement.
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(2) For details of a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 1C(2)
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of the Placing Guidelines granted by the Stock Exchange to permit the Company to allocate certain Offer Shares in the
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International Offering to certain existing minority shareholders and/or their close associates as cornerstone investor, please
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refer to the section headed “Others/Additional Information” in this announcement.
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(3) Not taking into account any A Shares held by the relevant investors.
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(4) The actual number of Offer Shares allocated to Guohui HK varies from the Prospectus disclosure due to the actual exchange
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rates determined pursuant to the terms of the cornerstone investment agreements.
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--- page 7 ---
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7
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Allotees 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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Note 2
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% of Offer
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Shares
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% of total
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issued share
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capital after
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the Global
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Offering Relationship
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Allotees with waiver from strict compliance with the requirements under Rule 10.04 of the Listing Rules
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and consent under paragraph 1C(2) of the Placing Guidelines in relation to subscription for H Shares by
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existing minority shareholders
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(Note 1)
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Shen Zhen New World 5,376,400 3.84% 0.38% Nil
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Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to
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allocations of further H Shares to certain Cornerstone Investors and/or their close associates
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(Note 1)
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HHLRA 9,703,000 6.93% 0.69% A Cornerstone
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Investor
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Note 2
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Shanghai Greenwoods Asset
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Management Co., Ltd. and Huatai
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Capital Investment Limited (in
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connection with Greenwoods OTC
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Swaps)
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3,103,000 2.22% 0.22% A Cornerstone
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Investor
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Note 2
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Greenwoods Asset Management
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Hong Kong Limited
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776,200 0.55% 0.06% A close associate
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of a Cornerstone
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Investor
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Note 2 & 3
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Jump Trading 1,164,200 0.83% 0.08% A Cornerstone
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Investor
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Note 2
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Huizhou Huilian 1,106,600 0.79% 0.08% A Cornerstone
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Investor
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Note 2
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JCC and Guotai Junan Investments
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(Hong Kong) Limited (in connection
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with JCC OTC Swaps)
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930,000 0.66% 0.07% A Cornerstone
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Investor
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Note 2
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Shen Zhen New World 2,390,000 1.71% 0.17% A Cornerstone
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Investor
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Note 2
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BEST CHEER 1,366,000 0.98% 0.10% A Cornerstone
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Investor
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Note 2
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RIME 310,800 0.22% 0.02% A Cornerstone
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Investor
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Note 2
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Doo Financial HK Limited. 1,344,800 0.96% 0.10% A close associate
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of a Cornerstone
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Investor
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Note 4
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--- page 8 ---
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8
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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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Note 2
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% of Offer
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Shares
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% of total
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issued share
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capital after
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the Global
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Offering Relationship
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Guohui HK 776,200 0.55% 0.06% A Cornerstone
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Investor
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Note 2
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Pu Xin Guotai Junan Investments
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(Hong Kong) Limited (in connection
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with Pu Xin GTHT OTC Swaps)
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1,240,000 0.89% 0.09% A Cornerstone
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Investor
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Note 2
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EIP 1,550,000 1.11% 0.11% A Cornerstone
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Investor
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Note 2
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Qianhai Starlight 1,550,000 1.11% 0.11% A Cornerstone
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Investor
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Note 2
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Factorial 620,000 0.44% 0.04% A Cornerstone
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Investor
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Note 2
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Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for
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New Listing Applicants in relation to allocations to connected clients
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(Note 1)
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Fullgoal Fund Management Co.,
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Ltd.
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192,200 0.14% 0.01% Connected client
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as a placee
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Fullgoal Asset Management (HK)
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Limited
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197,800 0.14% 0.01% Connected client
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as a placee
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Guotai Junan Investment (Hong
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Kong) Limited
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4,074,600 2.91% 0.29% Connected client
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as a placee
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China Universal Asset Management
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(Hong Kong) Company Limited
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390,000 0.28% 0.03% Connected client
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as a placee
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CHINA ASSET MANAGEMENT
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(HONG KONG) LIMITED
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13,000 0.01% 0.001% Connected client
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as a placee
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CITIC Securities International
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Capital Management Limited
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11,600 0.01% 0.001% Connected client
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as a placee
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(1) For details of (a) a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph
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1C(2) of the Placing Guidelines granted by the Stock Exchange to permit the Company to allocate certain Offer Shares in
|
||
the International Offering to existing minority shareholders and their close associates as cornerstone investor; (b) a consent
|
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under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to allocate certain
|
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Offer Shares in the International Offering to certain Cornerstone Investors and/or their close associates; and (c) a consent
|
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under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate certain Offer Shares in the International
|
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Offering to connected clients, please refer to the sub-section relating to section headed “Others/Additional Information” in
|
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this announcement.
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--- page 9 ---
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9
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(2) The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the number of Offer
|
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Shares allocated to the investors as placees in the International Offering. For allocations of Offer Shares to the relevant
|
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investors as Cornerstone Investors, please refer to the section headed “Allotment Results Details — International Offering
|
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— Cornerstone Investors” in this announcement.
|
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(3) Greenwoods Asset Management Hong Kong Limited holds more than 30% of the registered share capital of Shanghai
|
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Greenwoods, and is therefore a close associate of the Cornerstone Investor, namely Shanghai Greenwoods.
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(4) Doo Financial HK Limited is the only limited partner of SCV Alpha and is indirectly owned as to 100% by Mr. Chen Junjie,
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who is an Independent Third Party. Doo Financial Limited is therefore a close associate of SCV Alpha.
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LOCK-UP UNDERTAKINGS
|
||
Cornerstone Investors
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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
|
||
Note 2
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
shareholding
|
||
in Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Note 1
|
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HHLR 9,703,000 — 6.93% 0.69% August 12, 2026
|
||
Shanghai Greenwoods
|
||
Asset Management Co.,
|
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Ltd. and Huatai Capital
|
||
Investment Limited
|
||
(in connection with
|
||
Greenwoods OTC Swaps)
|
||
6,986,000 — 4.99% 0.50% August 12, 2026
|
||
Jump Trading 1,164,200 — 0.83% 0.08% August 12, 2026
|
||
Huizhou Huilian 9,960,800 — 7.12% 0.71% August 12, 2026
|
||
JCC and Guotai Junan
|
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Investments (Hong
|
||
Kong) Limited (in
|
||
connection with JCC
|
||
OTC Swaps)
|
||
1,164,200 — 0.83% 0.08% August 12, 2026
|
||
Shen Zhen New World 2,986,400 — 2.13% 0.21% August 12, 2026
|
||
BEST CHEER 1,692,200 — 1.21% 0.12% August 12, 2026
|
||
RIME 398,200 — 0.28% 0.03% August 12, 2026
|
||
SCV Alpha 1,344,800 — 0.96% 0.10% August 12, 2026
|
||
Yield Royal 1,164,200 — 0.83% 0.08% August 12, 2026
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
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
|
||
Note 2
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
shareholding
|
||
in Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Note 1
|
||
Guohui HK 1,943,600
|
||
(Note 4)
|
||
— 1.39% 0.14% August 12, 2026
|
||
Pu Xin Guotai Junan
|
||
Investments (Hong
|
||
Kong) Limited (in
|
||
connection with Pu Xin
|
||
GTHT OTC Swaps)
|
||
1,941,200 — 1.39% 0.14% August 12, 2026
|
||
Capchem Hong Kong 2,737,600 — 1.96% 0.20% August 12, 2026
|
||
EIP 1,943,600
|
||
(Note 4)
|
||
— 1.39% 0.14% August 12, 2026
|
||
Factorial 776,200 — 0.55% 0.06% August 12, 2026
|
||
Qianhai Starlight 2,328,600 — 1.66% 0.17% August 12, 2026
|
||
Sub-total 48,231,800 — 34.45% 3.45%
|
||
Notes:
|
||
(1) In accordance with the relevant cornerstone investment agreements, the required lock-up ends on August 12, 2026. The
|
||
Cornerstone Investors will cease to be prohibited from disposing of or transferring H Shares subscribed for pursuant to the
|
||
relevant cornerstone investment agreements after the indicated date.
|
||
(2) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under
|
||
the Global Offering.
|
||
(3) For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors” in the Prospectus.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of
|
||
H Shares allotted
|
||
Allotment as % of
|
||
International Offering
|
||
Allotment as % of
|
||
total Offer Shares
|
||
Number of
|
||
Shares held upon
|
||
Listing
|
||
% of total issued share
|
||
capital upon Listing
|
||
Top 1 19,406,000 15.40% 13.86% 19,406,000 1.39%
|
||
Top 5 56,092,400 44.52% 40.07% 59,971,600 4.28%
|
||
Top 10 77,452,200 61.47% 55.33% 81,331,400 5.81%
|
||
Top 25 110,222,800 87.49% 78.74% 111,889,800 7.99%
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDER CONCENTRATION ANALYSIS
|
||
H Shareholders*
|
||
Number of
|
||
H Shares allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer Shares
|
||
Number of
|
||
H Shares held upon
|
||
Listing
|
||
% of
|
||
total issued
|
||
H Shares
|
||
capital upon
|
||
Listing
|
||
Number of
|
||
Shares held upon
|
||
Listing
|
||
Top 1 19,406,000 15.40% 13.86% 19,406,000 13.86% 19,406,000
|
||
Top 5 59,971,600 47.60% 42.84% 59,971,600 42.84% 59,971,600
|
||
Top 10 81,331,400 64.55% 58.10% 81,331,400 58.10% 85,578,800
|
||
Top 25 111,889,800 88.81% 79.93% 111,889,800 79.93% 116,137,200
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number of
|
||
H Shares allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer Shares
|
||
Number of
|
||
H Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of
|
||
total issued share
|
||
capital
|
||
upon Listing
|
||
Top 1 0 0.00% 0.00% 0 189,563,801 13.54%
|
||
Top 5 19,406,000 15.40% 13.86% 19,406,000 370,616,126 26.47%
|
||
Top 10 56,418,000 44.78% 40.30% 56,418,000 421,632,434 30.12%
|
||
Top 25 102,389,200 81.27% 73.14% 102,389,200 481,879,925 34.42%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by the
|
||
public will be conditionally allocated on the basis set out below:
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
200 38,921 128 out of 38,921 to receive 200 Shares 0.33%
|
||
400 20,769 135 out of 20,769 to receive 200 Shares 0.33%
|
||
600 4,999 49 out of 4,999 to receive 200 Shares 0.33%
|
||
800 3,201 42 out of 3,201 to receive 200 Shares 0.33%
|
||
1,000 4,333 71 out of 4,333 to receive 200 Shares 0.33%
|
||
1,200 1,731 34 out of 1,731 to receive 200 Shares 0.33%
|
||
1,400 1,077 25 out of 1,077 to receive 200 Shares 0.33%
|
||
1,600 1,160 31 out of 1,160 to receive 200 Shares 0.33%
|
||
1,800 848 25 out of 848 to receive 200 Shares 0.33%
|
||
2,000 10,801 356 out of 10,801 to receive 200 Shares 0.33%
|
||
3,000 2,452 121 out of 2,452 to receive 200 Shares 0.33%
|
||
4,000 3,289 217 out of 3,289 to receive 200 Shares 0.33%
|
||
5,000 2,212 182 out of 2,212 to receive 200 Shares 0.33%
|
||
6,000 1,646 163 out of 1,646 to receive 200 Shares 0.33%
|
||
7,000 1,184 137 out of 1,184 to receive 200 Shares 0.33%
|
||
8,000 1,290 170 out of 1,290 to receive 200 Shares 0.33%
|
||
9,000 1,155 169 out of 1,155 to receive 200 Shares 0.33%
|
||
10,000 6,748 1,095 out of 6,748 to receive 200 Shares 0.32%
|
||
20,000 4,026 1,306 out of 4,026 to receive 200 Shares 0.32%
|
||
30,000 2,379 1,158 out of 2,379 to receive 200 Shares 0.32%
|
||
40,000 2,242 1,455 out of 2,242 to receive 200 Shares 0.32%
|
||
50,000 1,980 1,606 out of 1,980 to receive 200 Shares 0.32%
|
||
60,000 1,538 1,497 out of 1,538 to receive 200 Shares 0.32%
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
70,000 1,224 200 Shares plus 166 out of 1,224 to receive additional 200 Shares 0.32%
|
||
80,000 1,172 200 Shares plus 349 out of 1,172 to receive additional 200 Shares 0.32%
|
||
90,000 1,001 200 Shares plus 460 out of 1,001 to receive additional 200 Shares 0.32%
|
||
100,000 5,599 200 Shares plus 3,483 out of 5,599 to receive additional 200 Shares 0.32%
|
||
200,000 3,514 600 Shares plus 830 out of 3,514 to receive additional 200 Shares 0.32%
|
||
Total 132,491 Total number of Pool A successful applicants: 22,682
|
||
POOL B
|
||
300,000 4,904 200 Shares plus 3,949 out of 4,904 to receive additional 200 Shares 0.12%
|
||
400,000 977 400 Shares plus 398 out of 977 to receive additional 200 Shares 0.12%
|
||
500,000 692 600 Shares plus 6 out of 692 to receive additional 200 Shares 0.12%
|
||
600,000 451 600 Shares plus 275 out of 451 to receive additional 200 Shares 0.12%
|
||
700,000 245 800 Shares plus 52 out of 245 to receive additional 200 Shares 0.12%
|
||
800,000 246 800 Shares plus 200 out of 246 to receive additional 200 Shares 0.12%
|
||
900,000 159 1,000 Shares plus 66 out of 159 to receive additional 200 Shares 0.12%
|
||
1,000,000 718 1,200 Shares plus 13 out of 718 to receive additional 200 Shares 0.12%
|
||
2,000,000 262 2,400 Shares plus 9 out of 262 to receive additional 200 Shares 0.12%
|
||
3,000,000 92 3,600 Shares plus 5 out of 92 to receive additional 200 Shares 0.12%
|
||
4,000,000 52 4,800 Shares plus 4 out of 52 to receive additional 200 Shares 0.12%
|
||
5,000,000 48 6,000 Shares plus 4 out of 48 to receive additional 200 Shares 0.12%
|
||
6,000,000 22 7,200 Shares plus 2 out of 22 to receive additional 200 Shares 0.12%
|
||
6,999,400 104 8,400 Shares plus 12 out of 104 to receive additional 200 Shares 0.12%
|
||
Total 8,972 Total number of Pool B successful applicants: 8,972
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or indirectly,
|
||
provided by the Company, its group of single largest shareholder, Directors or syndicate members
|
||
to any placees or the public (as the case may be) and the consideration payable by them for each
|
||
Share of the Company subscribed for or purchased by them is the same as the final Offer Price
|
||
determined by agreement between the Company and the Sponsor-Overall Coordinators (for
|
||
themselves and on behalf of other Overall Coordinator and the Underwriters), in addition to any
|
||
brokerage, AFRC transaction levy, SFC transaction levy and trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocation of H Shares to existing minority shareholders and their close associates with a
|
||
waiver from the strict compliance with Rule 10.04 of the Listing Rules and a prior consent
|
||
under paragraph 1C(2) of the Placing Guidelines
|
||
As disclosed in the Prospectus, the Company has applied to the Stock Exchange, and the Stock
|
||
Exchange has granted, a waiver from the strict compliance with Rule 10.04 of the Listing Rules and
|
||
a consent under paragraph 1C(2) of the Placing Guidelines to permit the Company to allocate such
|
||
Offer Shares certain existing minority Shareholders who (i) hold less than 5% of the voting rights
|
||
in our Company prior to the completion of the Global Offering and (ii) are not and will not become
|
||
(upon the completion of the Global Offering) core connected persons of our Company or the close
|
||
associates of any such core connected person (together, the “ existing minority shareholder(s) ”),
|
||
on the following conditions:
|
||
(i) each of the existing minority shareholders to whom our Company may allocate the H Shares
|
||
under the International Offering has less than 5% of the voting rights in our Company prior to
|
||
the completion of the Global Offering;
|
||
(ii) each of the existing minority shareholders is not, and will not be, a core connected person of
|
||
our Company or any close associate of any such core connected person immediately prior to or
|
||
following the Global Offering;
|
||
(iii) each of the existing minority shareholders does not have the power to appoint Directors or
|
||
have any other special rights in our Company;
|
||
(iv) allocation to the existing minority shareholders and their close associates will not affect our
|
||
Company’s ability to satisfy the public float requirement as prescribed by the Stock Exchange
|
||
under the waiver in respect of the strict compliance with the requirements of Rule 8.08 (as
|
||
amended and replaced by Rule 19A.13A(2) when applied to PRC issuers with other listed
|
||
shares) of the Listing Rules;
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
(v) based on discussions between our Company and the Sponsor-overall Coordinators and
|
||
confirmations required to be submitted to the Stock Exchange by the Joint Sponsors, the
|
||
Company will confirm to the Stock Exchange that:
|
||
(a) in case of participation as cornerstone investors, no preferential treatment has been, nor
|
||
will be, given to the existing minority shareholders and/or their close associates by virtue
|
||
of their relationship with our Company, other than the preferential treatment of assured
|
||
entitlement under a cornerstone investment following the principles set out in Chapter
|
||
4.15 of the Guide, and the existing minority shareholders’ or their close associate’s
|
||
cornerstone investment agreements do not contain any material terms which are more
|
||
favorable to the existing minority shareholders or their close associate those in other
|
||
cornerstone investment agreements; or
|
||
(b) in case of participation as placees, no preferential treatment will be given to the existing
|
||
minority shareholders and/or their close associates by virtue of their relationship with our
|
||
Company in any allocation in the placing tranche
|
||
(vi) in the case of participation as placees, the Overall Coordinators will confirm to the Stock
|
||
Exchange that no preferential treatment has been, nor will be, given to any of the existing
|
||
minority shareholders or their close associates by virtue of their relationship with our
|
||
Company in any allocation in the International Offering; and
|
||
(vii) the Joint Sponsors will confirm to the Stock Exchange that the confirmations provided to the
|
||
Stock Exchange by our Company and the Sponsor-overall Coordinators and to the best of their
|
||
knowledge and belief, they have no reason to believe that the existing minority shareholders
|
||
and/or their close associates received any preferential treatment in any allocation in the placing
|
||
tranche either as cornerstone investors or as placees by virtue of their relationship with our
|
||
Company, other than, in the case of participation as cornerstone investors, the preferential
|
||
treatment of assured entitlement under a cornerstone investment following the principles set
|
||
out in Chapter 4.15 of the Guide, and details of allocation to the existing minority shareholders
|
||
and/or their close associates will be disclosed in this prospectus (for cornerstone investors) and
|
||
allotment results announcement (for both cornerstone investors and placees) of our Company.
|
||
Please refer to the section headed “Waivers from Strict Compliance with Listing Rules and
|
||
Exemption from Compliance with the Companies (Winding Up and Miscellaneous Provisions)
|
||
Ordinance — Allocation of H Shares to Existing Minority Shareholders and Their Close
|
||
Associates” in the Prospectus for further details of the waiver and consent. The allocation of Offer
|
||
Shares to such Existing Minority Shareholders is in compliance with all the conditions under the
|
||
waiver/consent granted by the Stock Exchange.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Allocations of Offer Shares to certain Cornerstone Investors and/or their close associates with
|
||
a consent under paragraph 18 of Chapter 4.15 of the Guide
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15
|
||
of the Guide for New Listing Applicants to permit the Company to allocate further Offer Shares in
|
||
the International Offering to certain Cornerstone Investors and/or their close associates as placees,
|
||
subject to the following conditions (the “ Size-based Exemption ”):
|
||
(a) The final offering size of the Global Offering will exceed HK$1 billion;
|
||
(b) Offer Shares allocated to all existing shareholders and their close associates (whether as
|
||
cornerstone investors and/or as placees) as permitted under the exemption granted by the Stock
|
||
Exchange will not exceed 30% of the total number of Shares offered;
|
||
(c) Each of the Directors, chief executives and single largest shareholder group of the Company
|
||
has confirmed that no Offer Shares will be allocated to any of the Directors, chief executives
|
||
and single largest shareholder group of the Company or their respective close associates, and
|
||
each of them will provide the confirmations upon the completion of the bookbuilding process;
|
||
(d) the allocation to size-based exemption participants will not affect the Company’s ability to
|
||
satisfy its public float requirement as prescribed by the Stock Exchange under the waiver from
|
||
strict compliance with the requirements of Rule 8.08(1) (as amended and replaced by Rule
|
||
19A.13A) of the Listing Rules; and
|
||
(e) the details of allocation to the Size-based Exemption Participants under the size-based
|
||
exemption will be disclosed in the allotment results announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted
|
||
by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to existing Shareholders and/or their close associates
|
||
and Cornerstone Investors, please refer to the section headed “Allotment Results Details —
|
||
International Offering — Allotees with Waivers/Consents Obtained” in this announcement.
|
||
Placing to connected clients with 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.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
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
|
||
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
|
||
Maximum amount of Offer
|
||
Shares to be allocated to the
|
||
Connected Client
|
||
Note 1
|
||
Approximate percentage of
|
||
total number of Offer Shares
|
||
under the Global Offering
|
||
Note 1
|
||
Approximate percentage of
|
||
total issued share capital after
|
||
the Global Offering
|
||
Note 1
|
||
Part A — Connected Clients holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of independent third parties
|
||
1. Guotai Junan Securities
|
||
(Hong Kong) Limited
|
||
(“GTJA Securities ”)
|
||
Guotai Junan Investment
|
||
(Hong Kong) Limited
|
||
(“GTJA Investment ”)
|
||
Note (3) below. N/A No 969,200 0.69% 0.07%
|
||
2. Guotai Junan
|
||
Investments
|
||
(Hong Kong) Limited
|
||
(“GTHT”)
|
||
Note (5) below N/A No 3,105,400 2.22% 0.22%
|
||
3. CITIC Securities
|
||
Brokerage (HK) Limited
|
||
(“CITIC Brokerage”)
|
||
CITIC Securities
|
||
International Capital
|
||
Management Limited
|
||
(1)
|
||
|
||
(“CSICM”)
|
||
Note (2) below. N/A No 11,600 0.01% 0.001%
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
No. Connected Distributor Connected Client Relationship
|
||
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
|
||
Maximum amount of Offer
|
||
Shares to be allocated to the
|
||
Connected Client
|
||
Note 1
|
||
Approximate percentage of
|
||
total number of Offer Shares
|
||
under the Global Offering
|
||
Note 1
|
||
Approximate percentage of
|
||
total issued share capital after
|
||
the Global Offering
|
||
Note 1
|
||
Part A — Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
|
||
3. GTJA Securities Fullgoal Fund
|
||
Management Co., Ltd.
|
||
(“Fullgoal Fund ”)
|
||
Note (1) below. N/A No 192,200 0.14% 0.01%
|
||
Fullgoal Asset
|
||
Management (HK)
|
||
Limited (“ Fullgoal
|
||
HK”)
|
||
N/A No 197,800 0.14% 0.01%
|
||
4. Orient Securities (Hong
|
||
Kong) Limited
|
||
China Universal Asset
|
||
Management (Hong
|
||
Kong) Company Limited
|
||
(“China Universal
|
||
(HK)”)
|
||
Note (4) below. N/A No 390,000 0.28% 0.03%
|
||
5 CITIC Securities
|
||
Brokerage (HK) Limited
|
||
(“CITIC Brokerage ”)
|
||
CHINA ASSET
|
||
MANAGEMENT
|
||
(HONG KONG)
|
||
LIMITED (“ China
|
||
Asset Management ”)
|
||
Note (5) below. N/A No 13,000 0.01% 0.001%
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
Notes:
|
||
(1) Fullgoal Fund and Fullgoal HK are members of the same group of GTJA Securities.
|
||
(2) CSICM is a member of the same group of companies as CITICS Brokerage.
|
||
(3) Both GTJA Investment and Guotai Junan Securities are indirect wholly-owned subsidiaries of Guotai Haitong Securities
|
||
Co. Ltd., the A shares of which are listed on the Shanghai Stock Exchange (601211.SH) and the H shares are listed on the
|
||
Hong Kong Stock Exchange (02611.HK). Therefore, GTJA Investment and Guotai Junan Securities are members of the
|
||
same group of companies.
|
||
(4) China Universal (HK) is a wholly owned subsidiary of China Universal Asset Management Company Limited (“ CUAM”).
|
||
CUAM is owned by Orient Securities Co., Ltd, the group company of Orient Securities as to 35.412%.
|
||
(5) Both GTINV and Guotai Junan Securities are indirect wholly-owned subsidiaries of Guotai Haitong Securities Co. Ltd.,
|
||
the A shares of which are listed on the Shanghai Stock Exchange (601211.SH) and the H shares are listed on the Hong
|
||
Kong Stock Exchange (02611.HK). Therefore, GTINV and Guotai Junan Securities are members of the same group of
|
||
companies.
|
||
(6) China Asset Management is owned as to 62.2% by CITIC Securities Company Limited, which is holding company of CITIC
|
||
Brokerage. China Asset Management is a member of the same group of companies as CITICS Brokerage
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||
Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this
|
||
announcement, make no representation as to its accuracy or completeness and expressly disclaim
|
||
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
|
||
part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and
|
||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “ U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold outside the United States in offshore transactions in
|
||
reliance on Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or offer
|
||
to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
|
||
investors should read the Prospectus dated February 5, 2026 issued by Shenzhen Woer Heat-
|
||
Shrinkable Material Co., Ltd. for detailed information about the Global Offering described below
|
||
before deciding whether or not to invest in the H Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Sole Sponsor and the Sponsor-
|
||
Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall
|
||
be entitled to terminate its obligations under 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 Friday, February 13, 2026).
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately after the completion of the Global Offering, the number of the H Shares to be held by
|
||
the public represents approximately 10.07% of the total issued share capital of our Company, the
|
||
Company will therefore satisfy the public float requirement as required under Rule 19A.13A(2)(a)
|
||
of the Listing Rules.
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the
|
||
Listing Date. As such, H Shares held by the Cornerstone Investors upon the Listing shall not be
|
||
counted towards the free float of the H Shares of the Company at the time of Listing. Based on the
|
||
final Offer Price of HK$20.09 per H Share, the Company satisfies the free float requirement under
|
||
Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing Rules.
|
||
The Directors confirm that, immediately following completion of the Global Offering: (i) the Shares
|
||
will be held by at least 300 Shareholders at the time of Listing, in compliance with Rule 8.08(2)
|
||
of the Listing Rules; (ii) the three largest public Shareholders will not hold more than 50% of the
|
||
H Shares held in public hands at the time of Listing, in compliance with Rules 8.08(3) and 8.24 of
|
||
the Listing Rules; (iii) no placee will, individually, be placed more than 10% of the enlarged issued
|
||
share capital of the Company immediately after the Global Offering; and (iv) there will not be any
|
||
new substantial Shareholder (as defined in the Listing Rules) immediately after the Global Offering.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, February
|
||
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 Friday,
|
||
February 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 Friday, February 13, 2026 (Hong Kong time). The H
|
||
Shares will be traded in board lots of 200 H Shares each, and the stock code of the H Shares will be
|
||
9981.
|
||
By order of the Board
|
||
Shenzhen Woer Heat-Shrinkable Material Co., Ltd.
|
||
Mr. Zhou Heping
|
||
Executive Director and Chairperson of the Board
|
||
Hong Kong, February 12, 2026
|
||
As of the date of this announcement, the board of directors of the Company comprises: (i) Mr. Zhou Heping, Ms. Yi Huarong,
|
||
Mr. Liu Zhanli, Mr. Xia Chunliang and Ms. Deng Yan as executive Directors; (ii) Dr. Li Wenyou as non-executive Director; and
|
||
(iii) Mr. Zeng Fanyue, Ms. Dai Bingjie and Mr. Wang Dong as independent non-executive Directors.
|