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geometrybase 8a0dfd88f0 Make PDF text extraction a standard archive step 
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--- page 1 ---
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United States and the District of Columbia). This
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
in the United States or in any other jurisdictions. The securities mentioned herein have not been, and will not be,
registered under the United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”) or
securities law of any state or other jurisdiction of the United States. The securities may not be offered, sold, pledged
or otherwise transferred within 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 (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 unless 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
9 September 2024 (the “Prospectus ”) issued by Midea Group Co., Ltd. (ʮ̡ ) (the “Company ”)
for detailed information about the Global Offering described below before deciding whether or not to invest in the H
Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance
on the information in the Prospectus. The Company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended.
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
defined in the Prospectus.
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited,
as stabilizing manager (the “Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the
Underwriters, to the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere,
may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at
such price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any person acting for it
may determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date.
However, there is no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct
any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
Stabilization Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably
regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to be brought to an
end within 30 days of the last day for lodging applications under the Hong Kong Public Offering (which is Saturday,
12 October 2024). Such stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do
so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and
Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities
and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for
longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
after the last day for lodging applications under the Hong Kong Public Offering (which is Saturday, 12 October 2024).
After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of
the H Shares, could fall.
Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of
the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
Agreement with immediate effect upon the occurrence of any of the events set out in the 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
Tuesday, 17 September 2024).
--- page 2 ---
Midea Group Co., Ltd.
ʮ̡
(A joint stock company incorporated in the People ’s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 565,955,300 H Shares (taking into account
the full exercise of the Offer Size
Adjustment Option and subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 28,297,800 H Shares (taking into account
the full exercise of the Offer Size
Adjustment Option)
Number of International Offer Shares : 537,657,500 H Shares (taking into account
the full exercise of the Offer Size
Adjustment Option and subject to the
Over-allotment Option)
Final Offer Price : HK$54.80 per H Share plus brokerage of
1%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565%
and AFRC transaction levy of 0.00015%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal Value : RMB1.00 per H Share
Stock Code : 0300
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
--- page 3 ---
1
MIDEA GROUP CO., LTD. / 美的集團股份有限公司
ANNOUNCEMENT OF FINAL OFFER PRICE AND
ALLOTMENT RESULTS
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 H Shares could move
substantially even with a small number of H Shares traded and should exercise extreme caution
when dealing in the H Shares.
SUMMARY
Company information
Stock code 0300
Stock short name MIDEA GROUP
Dealings commencement date 17 September 2024*
*see note at the end of the announcement
Price Information
Final Offer Price HK$54.80
Offer Price Range HK$52.00 – HK$54.80
Offer Price Adjustment exercised N/A
Offer Shares and Share Capital
Number of Offer Shares 565,955,300
Number of Offer Shares in Public Offer (after taking into
account the full exercise of the Offer Size Adjustment
Option)
28,297,800
Number of Offer Shares in International Offer (after taking
into account the full exercise of the Offer Size Adjustment
Option) *
537,657,500
Number of issued Shares upon Listing (before exercise of
the Over-allotment Option)
7,559,086,151
* including the 5,083,400 Employee Reserved Shares under the Employee Preferential Offering.
The number of Offer Shares above is determined after taking into account the additional Offer Shares
issued under the following Offer Size Adjustment Option.
Offer Size Adjustment Option (Upsize option)
Number of additional shares issued under the option 73,820,200
- Public Offer 3,691,000
- International Offer 70,129,200
The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company is issuing
and allotting 73,820,200 additional Offer Shares, representing approximately 15.00% of the total
number of Offer Shares initially available under the Global Offering, at the final Offer Price.
As (i) the Hong Kong Public Offering is oversubscribed by more than 0.15 time but less than 9 times
and (ii) the reallocation pursuant to Chapter 4.14 of the Guide for New Listing Applicants as described
in the section headed “Structure of the Global Offering – The Hong Kong Public Offering –
Reallocation” of the Prospectus is not exercised, no clawback arrangement will be triggered. The
--- page 4 ---
2
additional Offer Shares pursuant to the Offer Size Adjustment Option will be allocated between the
International Offering and the Hong Kong Public Offering according to the 95:5 ratio.
Over-allocation
No. of Offer Shares over-allocated 84,893,200
Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
combination of these means. In the event the Over-allotment Option is exercised, an announcement will
be made on the Stock Exchange’s website.
Proceeds
Gross proceeds (Note) HK$31,014 million
Less: Estimated listing expenses payable based on Final
Offer Price
HK$(346) million
Net proceeds HK$30,668 million
Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use
of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus.
The Company will adjust the allocation of the net proceeds from the exercise of the Offer Size Adjustment
Option and the Over-allotment Option (if any) for the purposes as set out in the section headed “Future
Plans and Use of Proceeds” of the Prospectus on a pro rata basis. During the Track Record Period, the
listing expenses of RMB4.3 million has been charged to the consolidated statements of profit or loss of the
Company, therefore the actual net proceeds received by the Company will be HK$30,673 million.
ALLOTMENT RESULTS DETAILS
PUBLIC OFFER
No. of valid applications 13,717
No. of successful applications 13,717
Subscription level (before taking into account the Offer Size
Adjustment Option)
5.31 times
Claw-back triggered No
No. of Offer Shares initially available under the Public Offer 24,606,800
Final no. of Offer Shares under the Public Offer (after taking into
account the full exercise of the Offer Size Adjustment Option)
28,297,800
% of Offer Shares under the Public Offer to the Global Offering 5.00%
Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
www.eipo.com.hk/eIPOAllotment to perform a search by name or identification number or
www.eipo.com.hk/eIPOAllotment for the full list of allottees.
INTERNATIONAL OFFER
No. of placees 236
Subscription Level (before taking into account the Offer Size
Adjustment Option)
8.06 times
--- page 5 ---
3
No. of Offer Shares initially available under the International
Offer
467,528,300
Final no. of Offer Shares under the International Offer (after
taking into account the full exercise of the Offer Size Adjustment
Option)
537,657,500
% of Offer Shares under the International Offer to the Global
Offering
95.00%
The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a waiver from
strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 5(2) of Appendix F1 to
the Listing Rules (the “Placing Guidelines”) granted by the Stock Exchange to permit the Company to
allocate certain Offer Shares in the International Offering to certain Existing Minority Shareholders and/or
their close associates, (b) a waiver from strict compliance with Rules 10.04 and 9.09(b) of the Listing Rules
and a consent under paragraph 5(2) of the Placing Guidelines granted by the Stock Exchange to permit the
Company to allocate certain Offer Shares to the Eligible Core Connected Person Participants on a
preferential basis under the Employee Preferential Offering, and (c) a consent under Chapter 4.15 of the
Guide for New Listing Applicants to permit the Company to, among other things, allocate further H Shares
in the International Offering to the existing Shareholders and/or their close associates and Cornerstone
Investors, (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, Supervisors, chief executive of the Company, Largest
Group of 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,
Supervisors, chief executive of the Company, Largest Group of 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 H Shares registered in his/her/its name or
otherwise held by him/her/it.
Employee Preferential Offering
No. of valid applications 1*
Subscription level 0.11 times
No. of Employee Reserved Shares initially available under the
Employee Preferential Offering
No more than 46,752,800
International Offer Shares
Final no. of Employee Reserved Shares under the Preferential
Offering
5,083,400
Under-subscription of shares and made available to the
International Offer
41,669,400
Under-subscription of shares and made available to the Public
Offer
-
*The number of Eligible Employees participated in the Employee Preferential Offering is 213.
For details of the Employee Preferential Offering, please refer to the section headed “Structure of the Global
Offering – Employee Preferential Offering” of the Prospectus and the section headed “Others / Additional
Information – Allocations under the Employee Preferential Offering” in this announcement.
The placees in the International Offer include the following:
--- page 6 ---
4
Cornerstone Investors
Investor
No. of
Offer
Shares
allocated
% of total issued
H Shares after
the Global
Offering (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
share capital after
the Global
Offering (after
taking into
account the full
exercise of the
Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)
Existing
shareholders or
their close
associates
COSCO SHIPPING
Holdings (Hong Kong)
Limited 40,008,200 7.07% 0.53% No
UBS Asset
Management
(Singapore) Ltd. 14,227,700 2.51% 0.19% Yes
China Structural
Reform Fund II
Corporation Limited 13,686,100 2.42% 0.18% No
Golden Link
Worldwide Limited 14,085,600 2.49% 0.19% No
Splendor Achieve
Limited 15,000,000 2.65% 0.20% No
Supercluster Universe
Limited 14,227,700 2.51% 0.19% No
HCEP Master Fund 7,113,800 1.26% 0.09% No
Foresight Global
Superior Choice SPC
— Global Superior
Choice Series Fund 1
SP and Foresight
Global Superior Choice
SPC — Vision Fund 1
SP 7,116,700 1.26% 0.09% Yes
CPE Investment XVI
Limited 7,113,800 1.26% 0.09% No
Dajia Life Insurance
Co., Ltd 7,113,800 1.26% 0.09% Yes
Metazone Link (HK)
Limited 7,113,800 1.26% 0.09% No
Enreal Asset
Management Limited 4,979,700 0.88% 0.07% Yes
Vanguard Focus
Limited 2,134,100 0.38% 0.03% No
PSBC Wealth
Management 4,054,800 0.72% 0.05% No
--- page 7 ---
5
Investor
No. of
Offer
Shares
allocated
% of total issued
H Shares after
the Global
Offering (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
share capital after
the Global
Offering (after
taking into
account the full
exercise of the
Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)
Existing
shareholders or
their close
associates
Jump Trading Pacific
Pte. Ltd. 7,113,800 1.26% 0.09% Yes
MY Asian
Opportunities Master
Fund, L.P. 5,406,500 0.96% 0.07% No
Athos Capital Limited 4,268,300 0.75% 0.06% No
Pamalican Fund Ltd 4,268,300 0.75% 0.06% No
Total 179,032,700 31.70% 2.37%
Notes:
(1) 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.
(2) In addition to the Offer Shares subscribed for as Cornerstone Investors, Enreal Asset Management
Limited, Dajia Life Insurance Co., Ltd, Jump Trading Pacific Pte. Ltd, UBS Asset Management (Singapore)
Ltd., CPE Investment XVI Limited, HCEP Master Fund, Supercluster Universe Limited and MY Asian
Opportunities Master Fund, L.P., Athos Capital Limited and Pamalican Fund Ltd. , and/or their respective
close associates, where applicable, were allocated further Offer Shares as placees in the International
Offering. Please refer to the section headed “Allotment Results Details – International Offer – Allotees with
Waivers/Consents Obtained” in this announcement for details. Only the Offer Shares subscribed for as
Cornerstone Investors are subject to lock-up as indicated below. For details, please refer to the section
headed “Lock-up Undertakings – Cornerstone Investors” in this announcement.
--- page 8 ---
6
Allotees with Waivers/Consents Obtained
Investor
No. of
Offer
Shares
allocated
% of total issued H
Shares after the
Global Offering
(after taking into
account the full
exercise of the
Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)Note 5
% of total
issued share
capital after the
Global Offering
(after taking into
account the full
exercise of the Offer
Size Adjustment
Option and
assuming the Over-
allotment Option is
not exercised)Note 6 Relationship
Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent
under paragraph 5(2) of the Placing Guidelines in relation to subscription for H Shares by
Existing Minority Shareholders and/or their close associates Note 1
Foresight Global
Superior Choice
SPC — Global
Superior Choice
Series Fund 1 SP
and Foresight Global
Superior Choice
SPC — Vision Fund
1 SP 7,116,700 1.26% 0.09%
An Existing
Minority
Shareholder or a
close associate of an
Existing Minority
Shareholder.
UBS Asset
Management
(Singapore) Ltd. 14,227,700 2.51% 0.19%
An Existing
Minority
Shareholder or a
close associate of an
Existing Minority
Shareholder.
Dajia Life Insurance
Co., Ltd. 7,113,800 1.26% 0.09%
An Existing
Minority
Shareholder or a
close associate of an
Existing Minority
Shareholder.
Enreal Asset
Management
Limited 4,979,700 0.88% 0.07%
An Existing
Minority
Shareholder or a
close associate of an
Existing Minority
Shareholder.
Jump Trading
Pacific Pte. Ltd. 7,113,800 1.26% 0.09%
An Existing
Minority
Shareholder or a
close associate of an
--- page 9 ---
7
Investor
No. of
Offer
Shares
allocated
% of total issued H
Shares after the
Global Offering
(after taking into
account the full
exercise of the
Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)Note 5
% of total
issued share
capital after the
Global Offering
(after taking into
account the full
exercise of the Offer
Size Adjustment
Option and
assuming the Over-
allotment Option is
not exercised)Note 6 Relationship
Existing Minority
Shareholder.
Capital Group
International, Inc.
(CGII) 1,992,100 0.35% 0.03%
Capital Group
International, Inc.
(CGII) is an Existing
Minority
Shareholder.
Invesco Hong Kong
Limited 3,130,000 0.55% 0.04%
Invesco Hong Kong
Limited is a close
associate of an
Existing Minority
Shareholder.
Invesco Great Wall
Fund Management
Co. Ltd 143,000 0.03% 0.002%
Invesco Great Wall
Fund Management
Co. Ltd is an
Existing Minority
Shareholder.
HUANG Jian 156,000 0.03% 0.002%
HUANG Jian is an
Existing Minority
Shareholder.
Allotees with waiver from strict compliance with Rules 10.04 and 9.09(b) of the Listing Rules and
consent under paragraph 5(2) of the Placing Guidelines in relation to allocations to Eligible Core
Connected Person Participants under the Employee Preferential Offering Note 2
Eligible Core
Connected Person
Participants 472,800 0.08% 0.01%
Eligible Employees
who are directors,
supervisors and chief
executives at
subsidiary level of
the Company.
Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to
allocations of further H Shares to the existing Shareholders and/or their close associates and
Cornerstone Investors Note 3
China Pinnacle
Equity Management
Limited 2,578,000 0.46% 0.03%
China Pinnacle
Equity Management
Limited is a close
associate of CPE
--- page 10 ---
8
Investor
No. of
Offer
Shares
allocated
% of total issued H
Shares after the
Global Offering
(after taking into
account the full
exercise of the
Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)Note 5
% of total
issued share
capital after the
Global Offering
(after taking into
account the full
exercise of the Offer
Size Adjustment
Option and
assuming the Over-
allotment Option is
not exercised)Note 6 Relationship
Investment XVI
Limited, a
Cornerstone
Investor.
Huatai Capital
Investment Limited 4,535,800 0.80% 0.06%
A close associate of
CPE Investment
XVI Limited, a
Cornerstone
Investor, will
subscribe for Offer
Shares through
Huatai Capital
Investment Limited.
Athos Capital
Limited 4,268,300 0.75% 0.06%
Athos Capital
Limited is a
Cornerstone
Investor.
Pamalican Fund Ltd 4,268,300 0.75% 0.06%
Pamalican Fund Ltd
is a Cornerstone
Investor.
HSG GROWTH VII
HOLDCO, LTD. 7,113,800 1.26% 0.09%
HSG GROWTH VII
HOLDCO, LTD. is a
close associate of
HCEP Master Fund,
a Cornerstone
Investor.
HCEP
MANAGEMENT
LIMITED 2,700,000 0.48% 0.04%
HCEP
MANAGEMENT
LIMITED is a close
associate of HCEP
Master Fund, a
Cornerstone
Investor.
BOYU CAPITAL
INVESTMENT 7,113,800 1.26% 0.09%
BOYU CAPITAL
INVESTMENT
MANAGEMENT
CO LTD is a close
--- page 11 ---
9
Investor
No. of
Offer
Shares
allocated
% of total issued H
Shares after the
Global Offering
(after taking into
account the full
exercise of the
Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)Note 5
% of total
issued share
capital after the
Global Offering
(after taking into
account the full
exercise of the Offer
Size Adjustment
Option and
assuming the Over-
allotment Option is
not exercised)Note 6 Relationship
MANAGEMENT
CO LTD
associate of
Supercluster
Universe Limited, a
Cornerstone
Investor.
MY.ALPHA
MANAGEMENT
HK ADVISORS
LIMITED 5,406,500 0.96% 0.07%
MY.ALPHA
MANAGEMENT
HK ADVISORS
LIMITED is a close
associate of MY
Asian Opportunities
Master Fund, L.P., a
Cornerstone
Investor.
Aranda Investment
Pte. Ltd. 12,800,000 2.26% 0.17%
Aranda Investment
Pte. Ltd. is (i) a close
associate of Enreal
Asset Management
Limited, a
Cornerstone
Investor, and (ii) a
close associate of an
existing Shareholder.
FULLERTON
FUND
MANAGEMENT
CO LTD 285,000 0.05% 0.004%
FULLERTON
FUND
MANAGEMENT
CO LTD is (i) a
close associate of
Enreal Asset
Management
Limited, a
Cornerstone
Investor, and (ii) a
close associate of an
existing Shareholder.
Dajia Life Insurance
Co., Ltd 7,113,800 1.26% 0.09%
Dajia Life Insurance
Co., Ltd is a
Cornerstone Investor
--- page 12 ---
10
Investor
No. of
Offer
Shares
allocated
% of total issued H
Shares after the
Global Offering
(after taking into
account the full
exercise of the
Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)Note 5
% of total
issued share
capital after the
Global Offering
(after taking into
account the full
exercise of the Offer
Size Adjustment
Option and
assuming the Over-
allotment Option is
not exercised)Note 6 Relationship
and an existing
Shareholder.
Jump Trading
Pacific Pte. Ltd 7,113,800 1.26% 0.09%
Jump Trading
Pacific Pte. Ltd is a
Cornerstone Investor
and an existing
Shareholder.
UBS Asset
Management
(Singapore) Ltd. 11,740,000 2.07% 0.16%
UBS Asset
Management
(Singapore) Ltd. is a
Cornerstone Investor
and an existing
Shareholder.
Allotees with consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of the
Guide for New Listing Applicants in relation to allocations to connected clients Note 4
UBS Asset
Management
(Singapore) Ltd.
(“UBS AM
Singapore”) 14,227,700 2.51% 0.19%
Connected client as a
Cornerstone Investor
China Structural
Reform Fund II
Corporation Limited
(through GF
Securities Asset
Management
(Guangdong) Co.,
Ltd. as the asset
manager) 13,686,100 2.42% 0.18%
The asset manager of
the investor is a
connected client.
CICC Wealth
Investment Limited 143,200 0.03% 0.002% Connected client
CICC Financial
Trading Limited 498,000 0.09% 0.007% Connected client
CITIC Securities
International Capital 2,236,000 0.40% 0.030% Connected client
--- page 13 ---
11
Investor
No. of
Offer
Shares
allocated
% of total issued H
Shares after the
Global Offering
(after taking into
account the full
exercise of the
Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)Note 5
% of total
issued share
capital after the
Global Offering
(after taking into
account the full
exercise of the Offer
Size Adjustment
Option and
assuming the Over-
allotment Option is
not exercised)Note 6 Relationship
Management
Limited
Huatai Capital
Investment Limited 4,540,800 0.80% 0.060% Connected client
UBS AM Singapore 11,740,000 2.07% 0.16%
Connected client as a
placee
China Asset
Management (HK)
Limited 50,000 0.01% 0.001% Connected client
China Asset
Management Co.,
Ltd. 10,000 0.002% 0.0001% Connected client
China Southern
Asset Management
Co., Ltd. 1,000,000 0.18% 0.013% Connected client
Value Partners
Limited 1,420,000 0.25% 0.019% Connected client
Notes:
1. Among the Cornerstone Investors, Foresight Global Superior Choice SPC — Global Superior
Choice Series Fund 1 SP and Foresight Global Superior Choice SPC — Vision Fund 1 SP, UBS
Asset Management (Singapore) Ltd., Dajia Life Insurance Co., Ltd., Enreal Asset Management
Limited and Jump Trading Pacific Pte. Ltd. are Existing Minority Shareholders of the Company
or their close associates. The Stock Exchange has granted a waiver from strict compliance with
the requirements under Rule 10.04 of the Listing Rules and consent under Paragraph 5(2) of the
Placing Guidelines to permit H Shares in the International Offering to be placed to certain
Existing Minority Shareholders. Please refer to the section headed “Waivers and Exemptions –
Subscription for H Shares by Existing Shareholders and Their Close Associates” of the
Prospectus for details.
To the best knowledge, information and belief of the Company after due enquiry, details of the
allocations to the Existing Minority Shareholders holding more than 1% of the issued share
capital of the Company immediately prior to the completion of the Glob al Offering have been
disclosed in this announcement.
2. For details of the waiver from strict compliance with Rules 10.04 and 9.09(b) of the Listing Rules
--- page 14 ---
12
and consent under paragraph 5(2) of the Placing Guidelines in relation to allocations to Eligible
Core Connected Person Participants and the Employee Preferential Offering, please refer to the
sections headed “Waivers and Exemptions – Waiver in respect of Allocations to Existing
Shareholder Employee Participants and Restrictions on Dealings in Securities by Core
Connected Persons during the Listing Application Process ” and “Structure of the Global
Offering – Employee Preferential Offering ” of the Prospectus . For details of the allocations
under the Employee Preferential Offering, please refer to the section headed “Others/Additional
Information – Allocations under the Employee Preferential Offering” in this announcement.
3. The number of Offer Shares allocated to the relevant investors listed in this subsection only
represents the number of Offer Shares allocated to the investors as placees in the International
Offering. For allocations of Offer Shares to the relevant investors as Cornerstone Investors,
please refer to the section headed “Allotment Results Details – International Offer – Cornerstone
Investors” in this announcement. For details of the consent under Chapter 4.15 of the Guide for
New Listing Applicants in relation to allocations of further H Shares to the existing Shareholders
and/or their clos e associates and Cornerstone investors , please refer to the section headed
“Others/Additional Information – Allocations of Offer Shares to the existing Shareholders
and/or their clos e associates and Cornerstone investors with a consent under Chapter 4.15 of
the Guide for New Listing Applicants” in this announcement.
4. For details of the consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of
the Guide for New Listing Applicants in relation to allocations to connected clients, please refer
to the section headed “Waivers and Exemptions – Consent in respect of the Proposed
Subscription of H Shares by UBS AM Singapore and China Structural Reform Fund through GF
Securities AM” of the Prospectus and the section headed “Others / Additional Information –
Placing to connected clients with a prior consent under paragraph 5(1) of the Placing
Guidelines” in this announcement.
5. 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.
6. Only taking into account the H Shares allocated to the relevant investors under the Global Offering.
LOCK-UP UNDERTAKINGS
Largest Group of Shareholders
Name
Number of Shares
held in the
Company subject to
lock-up
undertakings upon
Listing
% of total issued
H Shares after the
Global Offering
subject to lock-up
undertakings upon
Listing (after
taking into
account the full
exercise of the
Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)Note 4
% of shareholding
in the Company
subject to lock-up
undertakings
upon Listing (after
taking into
account the full
exercise of the
Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised) Note 1
Last day subject
to the lock-up
undertakings Note
2
Midea Holding 2,169,178,713 - 28.7% 16 March 2025
Note 3
Mr. He 31,909,643 - 0.4% 16 March 2025
Note 3
--- page 15 ---
13
Name
Number of Shares
held in the
Company subject to
lock-up
undertakings upon
Listing
% of total issued
H Shares after the
Global Offering
subject to lock-up
undertakings upon
Listing (after
taking into
account the full
exercise of the
Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)Note 4
% of shareholding
in the Company
subject to lock-up
undertakings
upon Listing (after
taking into
account the full
exercise of the
Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised) Note 1
Last day subject
to the lock-up
undertakings Note
2
Total 2,201,088,356 - 29.1%
Notes:
1. After taking into account the full exercise of the Offer Size Adjustment Option and a ssuming the Over -
allotment Option is not exercised.
2. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the six-month period
ends on 16 March 2025.
3. The Largest Group of Shareholders will cease to be prohibited from disposing of or transferring Shares after
the indicated date.
4. 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.
Cornerstone Investors
Name
Number of H
Shares held in the
Company subject
to lock-up
undertakings
upon Listing
% of total issued H
Shares after the
Global Offering
subject to lock-up
undertakings upon
Listing (after
taking into account
the full exercise of
the Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)Note 1
% of shareholding
in the Company
subject to lock-up
undertakings upon
Listing (after
taking into account
the full exercise of
the Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)
Last day subject to
the lock-up
undertakingsNote 2
COSCO
SHIPPING
Holdings (Hong
Kong) Limited 40,008,200 7.07% 0.53% 16 March 2025
UBS Asset
Management
(Singapore) Ltd. 14,227,700 2.51% 0.19% 16 March 2025
China Structural
Reform Fund II 13,686,100 2.42% 0.18% 16 March 2025
--- page 16 ---
14
Name
Number of H
Shares held in the
Company subject
to lock-up
undertakings
upon Listing
% of total issued H
Shares after the
Global Offering
subject to lock-up
undertakings upon
Listing (after
taking into account
the full exercise of
the Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)Note 1
% of shareholding
in the Company
subject to lock-up
undertakings upon
Listing (after
taking into account
the full exercise of
the Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)
Last day subject to
the lock-up
undertakingsNote 2
Corporation
Limited
Golden Link
Worldwide Limited 14,085,600 2.49% 0.19% 16 March 2025
Splendor Achieve
Limited 15,000,000 2.65% 0.20% 16 March 2025
Supercluster
Universe Limited 14,227,700 2.51% 0.19% 16 March 2025
HCEP Master Fund 7,113,800 1.26% 0.09% 16 March 2025
Foresight Global
Superior Choice
SPC — Global
Superior Choice
Series Fund 1 SP
and Foresight
Global Superior
Choice SPC —
Vision Fund 1 SP 7,116,700 1.26% 0.09% 16 March 2025
CPE Investment
XVI Limited 7,113,800 1.26% 0.09% 16 March 2025
Dajia Life
Insurance Co., Ltd. 7,113,800 1.26% 0.09% 16 March 2025
Metazone Link
(HK) Limited 7,113,800 1.26% 0.09% 16 March 2025
Enreal Asset
Management
Limited 4,979,700 0.88% 0.07% 16 March 2025
Vanguard Focus
Limited 2,134,100 0.38% 0.03% 16 March 2025
PSBC Wealth
Management 4,054,800 0.72% 0.05% 16 March 2025
Jump Trading
Pacific Pte. Ltd. 7,113,800 1.26% 0.09% 16 March 2025
MY Asian
Opportunities
Master Fund, L.P. 5,406,500 0.96% 0.07% 16 March 2025
--- page 17 ---
15
Name
Number of H
Shares held in the
Company subject
to lock-up
undertakings
upon Listing
% of total issued H
Shares after the
Global Offering
subject to lock-up
undertakings upon
Listing (after
taking into account
the full exercise of
the Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)Note 1
% of shareholding
in the Company
subject to lock-up
undertakings upon
Listing (after
taking into account
the full exercise of
the Offer Size
Adjustment Option
and assuming the
Over-allotment
Option is not
exercised)
Last day subject to
the lock-up
undertakingsNote 2
Athos Capital
Limited 4,268,300 0.75% 0.06% 16 March 2025
Pamalican Fund
Ltd 4,268,300 0.75% 0.06% 16 March 2025
Total 179,032,700 31.70% 2.37%
Notes:
1. 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.
2. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on 16
March 2025. 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.
--- page 18 ---
16
PLACEE CONCENTRATION ANALYSIS
Placees*
Number of H
Shares allotted
Allotment as % of
International Offering
(assuming no exercise
of the Over-allotment
Option)
Allotment as % of
International Offering
(assuming the Over-
allotment Option is
fully exercised and
new H Shares are
issued)
Allotment as % of
total Offer Shares
(assuming no exercise
of the Over- allotment
Option)
Allotment as % of total Offer
Shares (assuming the Over-
allotment Option is fully
exercised and new H Shares
are issued)
Number of
H Shares held upon Listing
% of total issued share
capital upon Listing
(assuming no exercise of the
Over-allotment Option)
% of total issued share capital
upon Listing (assuming the
Over-allotment Option is fully
exercised and new H Shares
are issued)
Top 1 170,500,000 31.71% 27.39% 30.13% 26.20% 170,500,000 2.26% 2.23%
Top 5 276,567,400 51.44% 44.42% 48.87% 42.49% 276,567,400 3.66% 3.62%
Top 10 355,014,900 66.03% 57.03% 62.73% 54.55% 355,014,900 4.70% 4.64%
Top 25 488,832,900 90.92% 78.52% 86.37% 75.11% 488,832,900 6.47% 6.40%
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
(assuming no exercise
of the Over-allotment
Option)
Allotment as % of
International Offering
(assuming the Over-
allotment Option is
fully exercised and
new H Shares are
issued)
Allotment as % of
total Offer Shares
(assuming no exercise
of the Over- allotment
Option)
Allotment as % of total Offer
Shares (assuming the Over-
allotment Option is fully
exercised and new H Shares
are issued)
Number of
H Shares held upon Listing
% of total issued H share
capital upon Listing
(assuming no exercise of the
Over-allotment Option)
% of total issued H share
capital upon Listing (assuming
the Over-allotment Option is
fully exercised and new H
Shares are issued)
Top 1
170,500,000 31.71% 27.39% 30.13% 26.20% 170,500,000 30.13% 26.20%
Top 5
276,567,400 51.44% 44.42% 48.87% 42.49% 276,567,400 48.87% 42.49%
--- page 19 ---
17
Top 10
355,014,900 66.03% 57.03% 62.73% 54.55% 355,014,900 62.73% 54.55%
Top 25
488,832,900 90.92% 78.52% 86.37% 75.11% 488,832,900 86.37% 75.11%
Notes
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
SHAREHOLDER CONCENTRATION ANALYSIS
Shareholder
s*
Number of H
Shares
allotted
Allotment as % of
International
Offering (assuming
no exercise of the
Over-allotment
Option)
Allotment as % of
International
Offering (assuming
the Over-allotment
Option is fully
exercised and new
H Shares are
issued)
Allotment as % of
total Offer Shares
(assuming no
exercise of the
Over- allotment
Option)
Allotment as % of total
Offer Shares (assuming
the Over-allotment Option
is fully exercised and new
H Shares are issued)
Number of
H Shares held upon Listing
Number of
Shares held upon Listing
% of total issued share
capital upon Listing
(assuming no exercise of
the Over-allotment
Option)
% of total issued share
capital upon Listing
(assuming the Over-
allotment Option is fully
exercised and new H
Shares are issued)
Top 1 - 0.00% 0.00% 0.00% 0.00% - 2,201,088,356 29.12% 28.80%
Top 5 170,500,0
00
31.71% 27.39% 30.13% 26.20% 170,500,000 3,847,187,272 50.89% 50.33%
Top 10 170,656,0
00
31.74% 27.41% 30.15% 26.22% 170,656,000 4,208,664,405 55.68% 55.06%
Top 25 276,138,1
00
51.36% 44.36% 48.79% 42.43% 276,138,100 4,660,154,535 61.65% 60.97%
Note
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
--- page 20 ---
18
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:
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
H SHARES
APPLIED FOR
POOL A
100 3,850 100 Shares 100.00%
200 1,556 100 Shares plus 622 out of 1,556 to receive additional 100 Shares 69.99%
300 633 200 Shares 66.67%
400 514 200 Shares plus 290 out of 514 to receive additional 100 Shares 64.11%
500 744 300 Shares 60.00%
600 236 300 Shares plus 127 out of 236 to receive additional 100 Shares 58.97%
700 109 400 Shares 57.14%
800 131 400 Shares plus 68 out of 131 to receive additional 100 Shares 56.49%
900 1,485 500 Shares 55.56%
1,000 1,240 500 Shares plus 657 out of 1,240 to receive additional 100 Shares 55.30%
2,000 837 1,100 Shares 55.00%
3,000 360 1,600 Shares 53.33%
4,000 270 2,100 Shares 52.50%
5,000 265 2,600 Shares 52.00%
6,000 143 3,000 Shares 50.00%
7,000 64 3,400 Shares 48.57%
8,000 102 3,600 Shares 45.00%
9,000 57 3,900 Shares 43.33%
10,000 419 4,100 Shares 41.00%
20,000 231 7,100 Shares 35.50%
30,000 103 9,300 Shares 31.00%
40,000 58 12,300 Shares 30.75%
50,000 52 15,000 Shares 30.00%
60,000 20 16,500 Shares 27.50%
70,000 9 18,800 Shares 26.86%
80,000 8 21,000 Shares 26.25%
90,000 43 22,900 Shares 25.44% 13,539 Total number of Pool A successful applicants: 13,539
POOL B
100,000 115 23,000 Shares 23.00%
200,000 22 31,000 Shares 15.50%
300,000 11 46,000 Shares 15.33%
400,000 7 60,000 Shares 15.00%
500,000 10 74,900 Shares 14.98%
1,000,000 3 148,000 Shares 14.80%
1,500,000 2 218,000 Shares 14.53%
2,500,000 1 362,000 Shares 14.48%
4,000,000 1 575,000 Shares 14.38%
5,000,000 1 715,000 Shares 14.30%
6,000,000 1 794,900 Shares 13.25%
8,000,000 1 1,050,000 Shares 13.13%
12,303,400 3 1,590,000 Shares 12.92% 178 Total number of Pool B successful applicants: 178
--- page 21 ---
19
As of the date of this announcement, the relevant subscription monies previously deposited in the
designated nominee accounts have been remitted back to the accounts of all HKSCC
participants . Investors should contact their relevant brokers for any inquiries.
COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
which consent has been obtained, the Company has complied with the Listing Rules and guidance
materials in relation to the placing, allotment and listing of the Company’s 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 final Offer Price in addition to any brokerage, AFRC transaction levy,
SFC transaction levy and trading fee payable.
OTHERS / ADDITIONAL INFORMATION
Offer Size Adjustment Option
The Offer Size Adjustment Option has been exercised by the Company in full, pursuant to which the
Company is issuing and allotting 73,820,200 additional H Shares, representing approximately 15.0% of the
total number of H Shares initially available under the Global Offering, at the final Offer Price.
Accordingly, the total number of Offer Shares finally available under the Global Offering (after taking into
account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-allotment
Option) that would be allotted and issued by the Company is 565,955,300 Offer Shares and the total issued
share capital of the Company upon Listing (after taking into account the full exercise of the Offer Size
Adjustment Option and before any exercise of the Over-allotment Option) will be 7,559,086,151 Shares.
As (i) the Hong Kong Public Offering is oversubscribed by more than 0.15 time but less than 9 times and (ii)
the reallocation pursuant to Chapter 4.14 of the Guide for New Listing Applicants as described in the section
headed “Structure of the Global Offering – The Hong Kong Public Offering – Reallocation” of the Prospectus
is not exercised, no clawback arrangement will be triggered. The additional Offer Shares pursuant to the Offer
Size Adjustment Option will be allocated between the International Offering and the Hong Kong Public
Offering according to the 95:5 ratio.
Reallocation
As the Hong Kong Public Offering has been oversubscribed by less than 9 times of the total number of Offer
Shares initially available under the Hong Kong Public Offering, the reallocation procedure as disclosed in the
section headed “Structure of the Global Offering – The Hong Kong Public Offering – Reallocation” of the
Prospectus has not been applied.
As the Offer Size Adjustment Option has been exercised by the Company in full, pursuant to which the
Company is issuing and allotting 73,820,200 additional H Shares, the final number of Offer Shares under the
Hong Kong Public Offering is adjusted to 28,297,800 H Shares, representing approximately 5% of the total
number of Offer Shares 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 537,657,500 H Shares,
representing approximately 95% of the total number of Offer Shares under the Global Offering (assuming the
Over-allotment Option is not exercised).
--- page 22 ---
20
Allocations of Offer Shares to the existing Shareholders and/or their close associates and Cornerstone
Investors with a consent under Chapter 4.15 of the Guide for New Listing Applicants
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 as placees, subject to the following conditions:
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total value of at
least HK$1 billion;
(b) the Offer Shares allocated to all existing Shareholders and their close associates (whether as cornerstone
investors and/or as placees) as permitted under the Size-based Exemption (as defined in the Guide for
New Listing Applicants) do not exceed 30% of the total number of the H Shares offered under the
Global Offering;
(c) each Director, chief executive and Supervisor of the Company confirms that no securities have been
allocated to them or their respective close associates under the Size-based Exemption; and
(d) details of the allocation to existing Shareholders and/or their close associates and Cornerstone Investors
under the Size-based Exemption will be disclosed in this 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 Offer –
Allotees with Waivers/Consents Obtained” in this announcement.
Placing to connected clients with a prior consent under paragraph 5(1) of the Placing Guidelines
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under
paragraph 5(1) of the Placing Guidelines to permit each of UBS AM Singapore and China Structural Reform
Fund (through GF Securities AM as the asset manager) to participate in the Global Offering as a Cornerstone
Investor. For details of the allocations to each of UBS AM Singapore and China Structural Reform Fund
(through GF Securities AM as the asset manager), please refer to the section headed “Allotment Results
Details – International Offer – Cornerstone Investors” in this announcement.
In addition, under the International Offering, certain Offer Shares were placed to connected clients of their
connected distributors pursuant to the Placing Guidelines. Details of the placement to connected clients are set
out below.
--- page 23 ---
21
No. Connected
distributor
Connected client Relationship Whether the
connected clients will
hold the beneficial
interests of the Offer
Shares on a non-
discretionary basis or
discretionary basis
for independent third
partis
Number of Offer
Shares to be allocated
to the connected
client
Approximate
percentage of Offer
Shares allocated to
the connected client
(after taking into
account the full
exercise of the Offer
Size Adjustment
Option and assuming
no exercise of the
Over-allotment
Option)
Approximate
percentage of total
issued share capital
after the Global
Offering (after taking
into account the full
exercise of the Offer
Size Adjustment
Option and assuming
no exercise of the
Over-allotment
Option)
1. China International
Capital Corporation
Hong Kong Securities
Limited (“CICCHKS”)
CICC Wealth
Investment Limited
(CICC WI)(1)
CICC WI is a member
of the same group of
CICCHKS.
non-discretionary basis 143,200 0.03% 0.002%
2. CICCHKS CICC Financial
Trading Limited
(CICC FT)(2)
CICC FT is a member
of the same group of
CICCHKS.
non-discretionary basis 498,000 0.09% 0.007%
3. CLSA Limited
(“CLSA”)
CITIC Securities
International Capital
Management Limited
(CSI)(3)
CSI is a member of the
same group of CLSA.
non-discretionary basis 2,236,000 0.40% 0.030%
4. Huatai Financial
Holdings (Hong
Kong) Limited
(“HTFH”)
Huatai Capital
Investment Limited
(HTCI)(4)
HTCI is a member of
the same group of
HTFH.
non-discretionary basis 4,540,800 0.80% 0.060%
5. UBS AG Hong Kong
Branch (“UBS”)
UBS AM Singapore(5) UBS AM Singapore is
a member of the same
group of UBS.
discretionary basis 11,740,000 (6) 2.07% 0.155%
6. CLSA China Asset
Management (HK)
China AM HK is a
member of the same
group of CLSA.
discretionary basis 50,000 0.01% 0.001%
--- page 24 ---
22
No. Connected
distributor
Connected client Relationship Whether the
connected clients will
hold the beneficial
interests of the Offer
Shares on a non-
discretionary basis or
discretionary basis
for independent third
partis
Number of Offer
Shares to be allocated
to the connected
client
Approximate
percentage of Offer
Shares allocated to
the connected client
(after taking into
account the full
exercise of the Offer
Size Adjustment
Option and assuming
no exercise of the
Over-allotment
Option)
Approximate
percentage of total
issued share capital
after the Global
Offering (after taking
into account the full
exercise of the Offer
Size Adjustment
Option and assuming
no exercise of the
Over-allotment
Option)
Limited (China AM
HK)(7)
7. CLSA China Asset
Management Co., Ltd.
(China AMC)(8)
China AMC is a
member of the same
group of CLSA.
discretionary basis 10,000 0.002% 0.0001%
8. HTFH China Southern Asset
Management Co., Ltd.
(China Southern)(9)
China Southern is a
member of the same
group of HTFH.
discretionary basis 1,000,000 0.18% 0.013%
9. GF Securities (Hong
Kong) Brokerage
Limited (“GF”)
Value Partners Limited
(VP)(10)
VP is a member of the
same group of GF.
discretionary basis 1,420,000 0.25% 0.019%
Notes:
1) The ultimate clients of CICC WI have subscribed to a privately-offered securities investment fund established under the laws of the PRC (the “Privately-
Offered Securities Investment Fund ”), which will then enter into a cash -settled total return swap transaction with China International Capital
Corporation Limited ( “CICCL”) referencing the Offer Shares. CICCL will pass through the economic return/loss of the relevant Offer Shares to the
Privately-Offered Securities Investment Fund (the “CICC WI TRS 1”). CICCL will simultaneously enter into a series of back -to-back cash-settled total
return swap transactions with CICC WI, whereas CICC WI will pass through the economic return/loss of the relevant Offer Share s to CICCL (together
with CICC WI TRS 1, the “CICC WI OTC Swaps”); and CICC WI will subscribe for the relevant Offer Shares. During the terms of the above transactions,
all economic loss shall be borne by the ultimate clients of CICC WI through the CICC WI OTC Swaps, and neither CICC WI or CIC CL will take part in
any economic return or bear any economic loss in relation to the price of the relevant Offer Shares. The CICC WI OTC Swaps ar e linked to the Offer
Shares and the ultimate clients of CICC WI may request CICC WI to redeem it at their own discretions, up on which CICC WI shall dispose of the Offer
Shares and settle CICC WI OTC Swaps in cash in accordance with the terms and conditions of the CICC WI OTC Swaps. Despite that CICC WI will hold
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the title of the relevant Offer Shares by itself, it will not exercise the voting right in respect of the relevant Offer Shares during the terms of the transactions
above according its internal policy.
To the best of CICC WI’s knowledge having made all reasonable inquiries, each of the ultimate clients of CICC WI is an independent third party of CICC
WI, CICCL, CICCHKS and the companies which are members of the same group of CICCHKS.
2) CICC FT and CICCL will enter into a series of cross border delta-one OTC swap transactions (the “OTC Swaps”) with each other and the ultimate clients
(the “CICC FT Ultimate Clients”), pursuant to which CICC FT will hold the Offer Shares on a non -discretionary basis to hedge the OTC Swaps while
the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate Clients, subject to customar y fees and commissions.
The OTC Swaps will be fully funded by the CICC FT Ultimate Clients. During the terms of the OTC Swaps, all economic returns of the Offer Shares
subscribed by CICC FT will be passed to the CICC FT Ultimate Clients and all economic loss shall be borne by the CICC FT Ulti mate Clients through
the OTC Swaps, and CICC FT will no t take part in any economic return or bear any economic loss in relation to the Offer Shares. The OTC Swaps are
linked to the Offer Shares and the CICC FT Ultimate Clients may request CICC FT to redeem it at their own discretions, upon w hich CICC FT shall
dispose of the Offer Shares and settle OTC Swaps in cash in accordance with the terms and conditions of the OTC Swap. Despite that CICC FT will hold
the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching to the rele vant Offer Shares during the terms of the OTC Swaps
according to its internal policy.
To the best of CICC FT’s knowledge having made all reasonable inquiries, each of the CICC FT Ultimate Clients is an independe nt third party of CICC
FT, CICCHKS and the companies which are members of the same group of CICCHKS.
3) CSI will act as the single counterparty of a back -to-back total return swap transaction (the “CSI Back-to-back TRS”) to be entered into by CSI in
connection with a total return swap order (the “CSI Client TRS”) placed by its ultimate clients (the “CSI Ultimate Client(s)”), by which CSI will pass
the full economic exposure of the Offer Shares placed to CSI to the CSI Ultimate Clients. CSI will hold the beneficial interest of the Offer Shares on behalf
of the CSI Ultimate Clients on a non -discretionary basis. The CSI Ultima te Clients may exercise an early termination right to early 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 Shar es are listed on the Stock
Exchange. 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 should 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. CSI will not exercise the voting right of the Offer Shares during the terms of the CSI Back-to-back TRS.
To the best knowledge of CSI after making all reasonable enquiries, each of the CSI Ultimate Clients is an independent third party of CSI and CLSA and
the companies which are members of the same group of CLSA.
4) PRC investors are currently not permitted under applicable PRC laws to participate directly in the Global Offering in Hong Kong. However, PRC investors
are permitted to invest in products issued by appropriate domestic securities firms licensed to undertak e cross-border derivatives trading activities. In
connection with such products, the licensed domestic securities firms, through their Hong Kong affiliates, may participate in the Global Offering either as
placees or cornerstone investors (the “Cross-border Derivatives Trading Regime”).
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Huatai Securities Co., Ltd. (“Huatai Securities”), the shares of which are listed on both the Shanghai Stock Exchange (stock code: 601688) and the Stock
Exchange (stock code: 6886), is one of the domestic securities firms licensed to undertake cross -border derivatives trading activities. Huatai Securiti es
entered into an ISDA agreement (the “ISDA Agreement”) with its indirectly wholly-owned subsidiary, HTCI, to set out the principal terms of any future
total return swap between Huatai Securities and HTCI.
HTFH is a Joint Bookrunner in connection with the Global Offering. Pursuant to the ISDA Agreement, HTCI, which intends to par ticipate in the Global
Offering as a placee, will hold the Offer Shares on a non-discretionary basis as the single underlying holder under a back-to-back total return swap (the
“Back-to-back TRS”) to be entered by HTCI in connection with a Client TRS (as defined below) placed by and fully funded (i.e. with no financing provided
by HTCI) by the Huatai Ultimate Clients (as defined below), by which, HTCI will pass the full economic exposure of the Offer Shares to the Huatai Ultimate
Clients, which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the Huatai Ultimate Clients. HTFH, the Joint Bookrunner,
and HTCI are indirectly wholly-owned subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a “connected client” of HTFH pursuant to
paragraph 13(7) of the Placing Guidelines.
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (the “Huatai Ultimate Clients”) cannot directly subscribe for the Offer
Shares but may invest in derivative products issued by domestic securities firms licenced to undertake cross-border derivatives trading activities, such as
Huatai Securities, with the Offer Shares as the underlying assets. Instead of directly subscribing for the Offer Shares, the Huatai Ultimate Clients will
place a total return swap order (the “Client TRS”) with Huatai Securities in connection with the Company’s Global Offering and Huatai Securities will
place a Back -to-back TRS order to HTCI on the terms of the ISDA Agreement. In order to hedge its exposure under the Back -to-back TRS, HTCI
participates in the Company’s Global Offering and subscribes the Offer Shares through placing order with HTFH during the International Offering.
To the best knowledge of HTCI after making all reasonable enquiries, each of the Huatai Ultimate Clients is an independent th ird party of HTCI, HTFH
and the companies which are members of the same group of HTFH.
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back-to-back TRS in connection with the Client TRS order placed by the Huatai
Ultimate Clients. Pursuant to the terms of the contracts of the Back -to-back TRS and the Client TRS, duri ng the terms of the Back -to-back TRS and the
Client TRS, all economic returns of the Offer Shares will be passed to the Huatai Ultimate Clients through the Back-to-back TRS and the Client TRS and
all economic loss shall be borne by the Huatai Ultimate Clients. HTCI will not take any economic return or bear any economic loss in relation to the Offer
Shares.
Investment in the Back-to-back TRS and the Client TRS is similar to the investment in a qualified domestic institutional investor fund (“QDII”) in the way
that the Huatai Ultimate Clients would reap all the economic benefits of the underlying Offer Shares, except that a QDII fund would pass through the
exchange rate exposure on both the notional value of the investment and the profit and loss of the investment. In contrast, the profit and loss of the Back-
to-back TRS and the Client TRS factor into account the fluctuation in RMB exchange rate upon termination of the Client TRS by converting the profit and
loss using the current exchange rate at the time of termination. As such, the Huatai Ultimate Clients would bear the exchange rate exposure of the profit
and loss on settlement date.
The Huatai Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time from the issue da te of the Client TRS which
should be on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the termination upon maturity or early termination of the
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Client TRS by the Huatai Ultimate Clients, HTCI will dispose the Offer Shares on the secondary market and the Huatai Ultimate Clients will receive a
final termination amount of the Back-to-back TRS which should have taken into account all the economic returns or economic loss in relation to the Offer
Shares. If upon the maturity of the Client TRS, the Huatai Ultimate Clients intend to extend the investment period, subject t o further agreement between
Huatai Securities and the relevant Huatai Ultimate Clients, the term of the Client TRS could be extended by way of a new issuance or a tenor extension.
Accordingly, Huatai Securities will extend the term of the Back-to-back TRS by way of a new issuance or a tenor extension.
It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass through the e conomic exposure to the Huatai
Ultimate Clients, each being an onshore client who places a Client TRS order with Huatai Securities in connection with the Global Offering of the Company.
Due to its internal policy, HTCI will not exercise the voting right of the Offer Shares during the tenor of the Back-to-back TRS.
During the terms of the Client TRS and Back-to-back TRS, HTCI may continue to hold the Offer Shares in its custodian account, or to hold some or all of
the Offer Shares in a prime brokerage account for stock borrowing purposes (as further described below).
As permitted under the contractual arrangement with the Huatai Ultimate Clients, HTCI will lend out its holding of underlying Offer Shares in the form
of stock borrowing loans consistent with market practice to lower its finance costs, provided that HTCI h as the ability to call back the Offer Shares on
loan at any time in order to satisfy its obligations under the Back-to-back TRS to ensure the economic interests to be passed to the Huatai Ultimate Clients
will remain unchanged.
5) UBS AM Singapore will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its underlying clients.
UBS AM Singapore confirmed that, to the best of its knowledge and belief and after due enquiry, the sources of funds of its u nderlying clients are
independent third parties, and UBS AM Singapore and any entities within the same group of UBS AM Singapore (including UBS) do not invest their own
funds in such underlying clients.
6) The number of Offer Shares to be allocated to UBS AM Singapore listed above only represents the Offer Shares allocated to UBS AM Singapore as a
placee. For Offer Shares allocated to UBS AM Singapore as a Cornerstone Investor, please refer to the section headed “ Allotment Results Details –
International Offer – Allotees with Waivers/Consents Obtained” in this announcement.
7) China AM HK will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its underlying clients.
To the best knowledge of China AM HK after due enquiry, each of the underlying clients of China AM HK is an independent third party of China AM HK
and CLSA and the companies which are members of the same group of CLSA.
8) China AMC will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its underlying clients.
Each of the underlying clients of China AMC is an independent third party of China AMC and CLSA and the companies which are members o f the same
group of CLSA.
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9) China Southern, a qualified domestic institutional investor as approved by the relevant PRC authority to conduct asset manage ment business, will hold
the Offer Shares as the independent agent and discretionary manager of certain QDII funds.
Each of such QDII funds is an independent third party of China Southern and HTFH and the companies which are members of the same group of HTFH.
10) VP will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its underlying clients.
Each of the underlying clients of VP is an independent third party of VP and GF and the companies which are members of the same group of GF.
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The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under
paragraph 5(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares in the
International Offering to the connected clients listed above. The allocation of Offer Shares to such connected
clients is in compliance with all the conditions under the consent granted by the Stock Exchange.
Allocations under the Employee Preferential Offering
Of the 467,528,300 Offer Shares initially being offered under the International Offering, no more than
46,752,800 Offer Shares, representing approximately 10% of the Offer Shares initially available for
subscription under the International Offering, are available for subscription as Employee Reserved Shares by
the Eligible Employees on a preferential basis under the Employee Preferential Offering according to Rule
10.01 of the Listing Rules. For details, please refer to the section headed “Structure of the Global Offering –
Employee Preferential Offering” of the Prospectus.
5,083,400 Offer Shares have been placed to 213 Eligible Employees pursuant to the Employee Preferential
Offering, representing approximately 0.9% of the total number of Offer Shares initially available under the
Global Offering (after taking into account the full exercise of the Offer Size Adjustment Option and before
exercise of the Over-allotment Option). Of the 5,083,400 Offer Shares placed to Eligible Employees, 472,800
Offer Shares were placed to 24 Eligible Core Connected Person Participants, representing approximately
0.08% of the total number of Offer Shares initially available under the Global Offering (after taking into
account the full exercise of the Offer Size Adjustment Option and before exercise of the Over-allotment
Option).
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, reg istered 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 (i) 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 (ii) 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 9 September 2024 issued by Midea Group 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.
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*Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect
upon the occurrence of any of the events set out in the section headed “Underwriting –
Underwriting Arrangements and Expenses – Hong Kong Public Offering – Hong Kong 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 17 September 2024).
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PUBLIC FLOAT
The Stock Exchange has granted the Company a waiver from strict compliance with the
requirements of Rule 8.08(1)(b) of the Listing Rules that the minimum percentage of the H Shares
of the Company to be held by the public from time to time shall be no less than 5.00% of the
Company ’s total issued share capital.
H Shares allocated to Eligible Core Connected Person Participants under the Employee Preferential
Offering will not be counted towards the public float of the Company.
Immediately after the completion of the Global Offering (after taking into account the full exercise
of the Offer Size Adjustment Option and before any exercise of the Over-allotment Option), the
number of H Shares held in public hands represents approximately 7.48% of the total issued share
capital of the Company.
The Directors confirm that, immediately following the completion of the Global Offering (after
taking into account the full exercise of the Offer Size Adjustment Option and before any exercise
of the Over-allotment Option), (i) no placee will, individually, be placed more than 10% of the
enlarged issued share capital of the Company immediately after the Global Offering; (ii) there
will not be any new substantial Shareholder immediately after the Global Offering; (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 Tuesday, 17
September 2024 (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 Tuesday,
17 September 2024 (Hong Kong time), it is expected that dealings in the H Shares on the Stock
Exchange will commence at 9:00 a.m. on Tuesday, 17 September 2024 (Hong Kong time). The H
Shares will be traded in board lots of 100 H Shares each, and the stock code of the H Shares will
be 0300.
By order of the Board
Midea Group Co., Ltd.
Mr. Fang Hongbo
Chairman, Executive Director and
Chief Executive Officer
Hong Kong, 16 September 2024
As at the date of this announcement, the Board comprises: (i) Mr. Fang Hongbo, Mr. Wang
Jianguo, Mr. Fu Yongjun, Dr. Gu Yanmin and Mr. Guan Jinwei as executive Directors; (ii) Mr.
Zhao Jun as non-executive Director; and (iii) Dr. Xiao Geng, Dr. Xu Dingbo, Dr. Liu Qiao and Dr.
Qiu Lili as independent non-executive Directors.
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