hk-ipo/data/extracted_text/01364/allotment_results_2025-02-11_2025021100944.txt

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1
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as
those defined in the prospectus dated February 4, 2025 (the “Prospectus ”) issued by Guming Holdings Limited (the
“Company ”).
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Company
and the Global Offering described below before deciding whether or not to invest in the Offer Shares.
This announcement is not for release, publication or 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 jurisdiction. The Offer Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended from time to time (the “U.S. Securities Act ”) or securities law of
any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the
United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities
Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and
sold (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an
exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in
reliance on Regulation S under the U.S. Securities Act.
In connection with the Global Offering, Goldman Sachs (Asia) L.L.C. as stabilizing manager (the “Stabilizing
Manager ”), or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with
a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise
prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager, or any
person acting for it to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute
discretion of the Stabilizing Manager, or any person acting for it, and may be discontinued at any time. Any such
stabilizing action is required to be brought to an end on the 30th day after the last day for the lodging of applications
under the Hong Kong Public Offering. 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 stabilizing action cannot be taken to support the price of the Shares for longer
than the stabilization period which begins on the Listing Date and is expected to expire on the 30th day after the last
day for the lodging of applications under the Hong Kong Public Offering. After this date, no further stabilizing action
may be taken, and demand for the Shares and the price of the Shares could fall.
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out
in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
or not resident in Hong Kong. Potential investors of the Offer Shares should note that the 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 – Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing
Date.


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2
Guming Holdings Limited
ʮ̡
(A company incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 182,403,600 Offer Shares (taking
 into account the full exercise of the
 Offer Size Adjustment Option
 and reallocation and subject to the
 Over-allotment Option)
Number of Hong Kong Offer Shares : 79,306,000 Offer Shares (as adjusted
 after reallocation)
Number of International Offer Shares : 103,097,600 Offer Shares (taking
 into account the full exercise of the
 Offer Size Adjustment Option
 and reallocation and subject to the
 Over-allotment Option)
Final Offer Price : HK$9.94 per Offer 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, subject to refund)
Nominal value : US$0.00001 per Share
Stock code : 01364
Joint Sponsors, Joint Sponsor-Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers Joint Lead Manager


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GUMING HOLDINGS LIMITED
ANNOUNCEMENT OF FINAL OFFER PRICE AND
ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
as those defined in the prospectus dated February 4, 2025 (the “Prospectus”) issued by Guming Holdings
Limited (the “Company”).

Warning:  In view of high concentration of shareholding in a small number of Shareholders,
Shareholders and prospective investors should be aware that the price of the Shares could move
substantially even with a small number of Shares traded and should exercise extreme caution when
dealing in the Shares.
SUMMARY

Company information
Stock code  01364
Stock short name  GUMING
Dealings commencement date  February 12, 2025*
*see note at the end of the announcement

Price Information
Final Offer Price  HK$9.940
Offer Price Range HK$8.680 - HK$9.940
Offer Price Adjustment exercised  No

Offer Shares and Share Capital*
Number of Offer Shares (taking into account the full
exercise of the Offer Size Adjustment Option)
182,403,600
Number of Offer Shares in Hong Kong Public Offering (as
adjusted after reallocation)
79,306,000
Number of Offer Shares in International Offering (taking
into account the full exercise of the Offer Size Adjustment
Option and reallocation)
103,097,600
Number of issued Shares upon Listing  2,356,316,660
*without taking into account any exercise of the Over-allotment Option

The number of Offer Shares above is determined after taking into account the additional shares issued under
the following Offer Size Adjustment Option.

Offer Size Adjustment Option (Upsize option)
Number of additional shares issued under the option  23,791,600
- Hong Kong Public Offering N/A
- International Offering  23,791,600

The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company is issuing and
allotting 23,791,600 additional Offer Shares, representing approximately 15% of the total number of Offer
Shares initially available under the Global Offering, at the final Offer Price.


Over-allocation


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No. of Offer Shares over-allocated  27,360,400
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$1,813 million
Less: Estimated listing expenses payable based on Final
Offer Price
HK$(93) million
Net proceeds  HK$1,721 million

Note: Gross proceeds refers to the amount to which the Company is entitled receive. For details of the use
of proceeds, please refer to section headed “ Future Plans and Use of Proceeds ” of the Prospectus. In the
event that the Over-allotment Option is exercised, the Company will adjust the allocation of the net proceeds
on a pro rata basis. During the Track Record Period, the listing expenses charged to consolidated statement
of profit or loss and comprehensive income were RMB33.4 million.


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ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING

No. of valid applications  29,086
No. of successful applications  29,086
Subscription level  194.87 times
Claw-back triggered  Yes
No. of Offer Shares initially available under the Hong Kong Public
Offering
15,861,200
No. of Offer Shares reallocated from the International Offering
(claw-back)
63,444,800

Final no. of Offer Shares under the Hong Kong Public Offering
(after reallocation)
79,306,000
% of Offer Shares under the Hong Kong Public Offering to the
Global Offering
43.48%

Note: For details of the final allocation of shares to the Hong Kong Public Offer ing, investors can refer to
https://www.hkeipo.hk/iporesult to perform a search by name or identification number or
https://www.hkeipo.hk/iporesult for the full list of allottees.
INTERNATIONAL OFFERING

No. of placees  108
Subscription Level  15.03 times
No. of Offer Shares initially available under the International
Offering
142,750,800
No. of Offer Shares reallocated to the Hong Kong
Public Offering (clawback)
63,444,800
Final no. of Offer Shares under the International Offering (taking
into account the full exercise of the Offer Size Adjustment Option
and as adjusted after reallocation)
103,097,600

% of Offer Shares under the International Offering to the Global
Offering
56.52%

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 a close associate of two existing Shareholders, and (b) a
consent under paragraph 17 of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company
to, among other things, allocate further Shares in the International Offering to certain 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, chief executive of the Company, controlling shareholders, substantial
shareholders, existing shareholders of the Company or any of its subsidiaries or their respective close
associates; and (ii) none of the placees and the public who have purchased the Offer Shares are accustomed
to taking instructions from  the Company, any of the Directors, chief executive of the Company, controlling
shareholders, substantial shareholders, existing shareholders of the Company or any of its subsidiaries or
their respective close associates in relation to the acquisition, disposal, voting or other disposition of Shares
registered in his/her/its name or otherwise held by him/her/it.


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The placees in the International Offering include the following:
Cornerstone Investors

Investor
No. of
Offer
Shares
allocated
% of Total
Number of
Offer
Shares(1)
% of the Company’s
total issued shares
immediately following
completion of the
Global Offering (1)(3)
Existing
Shareholders or
their close
associates
Huang River
Investment Limited 19,593,200 10.74% 0.83% No
GM Charm Yield
(BVI) Limited 11,755,600 6.44% 0.50% No
LVC 11,755,200 6.44% 0.50%
- Golden Valley
Global Limited 5,877,600 3.22% 0.25% No
- Golden Valley
Value Select
Master Fund
5,877,600 3.22% 0.25% No
Long-Z Fund I, LP(2) 6,269,600 3.44% 0.27% Yes
Duckling Fund, L.P. 6,269,600 3.44% 0.27% No
Total 55,643,200 30.51% 2.36%
Notes:

(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over -allotment
Option.

(2) Long-Z Fund I, LP is a close associate of two existing Shareholders, namely Beijing Meiming Enterprise Management
Consulting Partnership (Limited Partnership) and Beijing Meiyan Enterprise Management  Consulting Partnership
(Limited Partnership) (together, “ Long-Z Shareholders ”). Long-Z Fund I, LP and the Long -Z Shareholders are
ultimately controlled by Mr. Yonghua Zhu.

(3) Only taking into account the Shares allocated to the relevant investors as cornerstone investors under the Global
Offering. In addition to the Offer Shares subscribed for as Cornerstone Investors, Huang River Investment Limited, GM
Charm Yield (BVI) Limited, Golden  Valley Global Limited, Golden Valley Value Select Master Fund and Duckling
Fund, L.P., were allocated further Offer Shares as placees in the International Offering. Please refer to the section
headed “Allotment Results Details – International Offer ing – 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.


Allotees with Waivers/Consents Obtained

Investor
No. of
Offer
Shares
allocated
% of Offer
Shares(1)
% of the Company’s
total issued shares
immediately following
completion of the
Global Offering (1)(6)  Relationship
Allotee 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 Shares by existing Shareholders and/or their close
associates  (2)
Long-Z Fund I, LP (3) 6,269,600 3.44% 0.27% A Cornerstone
Investor and a close


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associate of two
existing Shareholders
Allotee with consent under paragraph 5(1) of the Placing Guidelines in relation to allocations to connected client
(2)
UBS Asset
Management
(Singapore) Ltd.(4)
1,568,000 0.86% 0.07%
A connected client of
UBS AG Hong Kong
Branch
Allotees with consent under paragraph 17 of Chapter 4.15 of the Guide for New Listing Applicants in relation to
allocations of further Shares to certain Cornerstone Investors(2)(5)

Huang River
Investment Limited 940,000 0.52% 0.04% A Cornerstone
Investor
GM Charm Yield
(BVI) Limited 7,846,000 4.30% 0.33% A Cornerstone
Investor
LVC 1,568,000 0.86% 0.07%
- Golden Valley
Global Limited 784,000 0.43% 0.03% A Cornerstone
Investor
- Golden Valley
Value Select
Master Fund
784,000 0.43% 0.03% A Cornerstone
Investor
Duckling Fund, L.P. 1,568,000 0.86% 0.07% A Cornerstone
Investor
Notes:

(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over -allotment
Option.

(2) For details of (i) the 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 Offer Shares by a close associate of two existing Shareholders,
(ii) 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 client, and (iii) the consent under paragraph 17 of Chapter 4.15 of the Guide for
New Listing Applic ants in relation to allocations of Offer Shares to Cornerstone Investors , please refer to the section
headed “Others / Additional Information” in this announcement.

(3) Long-Z Fund I, LP is a close associate of two existing Shareholders. 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 Shares in the International Offering to be placed to Long -Z Fund I, LP. Please refer to the section
headed “Waivers and Exemptions – Cornerstone Subscription by a C lose Associate of an Existing Shareholder ” of the
Prospectus for details.

(4) UBS Asset Management (Singapore) Ltd. will hold the Offer Shares in its capacity as the discretionary fund manager
managing assets on behalf of its underlying investors of the funds and mandates, and will be holding the Offer Shares on
behalf of independent third parties on a discretionary basis.

(5) 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 Offering
– Cornerstone Investors” in this announcement.

(6) Only taking into account the Shares allocated to the relevant investors under the Global Offering.


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LOCK-UP UNDERTAKINGS
Controlling Shareholders
 Name
Number of shares held in
the Company subject to
lock-up undertakings
upon Listing
% of shareholding
in the Company
subject to lock-up
undertakings upon
Listing (2)
Last day subject to the lock-
up undertakings
Mr. Wang(1)(3) 1,728,260,872 73.35%
August 11, 2025
(First Six-Month Period)(7)
February 11, 2026
(Second Six-Month Period)(8)
Mr. Qi(1)(4) 1,728,260,872 73.35%
August 11, 2025
(First Six-Month Period)(7)
February 11, 2026
(Second Six-Month Period)(8)
Mr. Ruan(1)(5) 1,728,260,872 73.35%
August 11, 2025
(First Six-Month Period)(7)
February 11, 2026
(Second Six-Month Period)(8)
Ms. Pan(1)(6) 1,728,260,872 73.35%
August 11, 2025
(First Six-Month Period)(7)
February 11, 2026
(Second Six-Month Period)(8)
Notes:

(1) Mr. Wang, Mr. Qi, Mr. Ruan and Ms. Pan and their respective intermediate holding companies entered into the Acting -in-
Concert Arrangement, by virtue of which they are together interested in and control 1,728,260,872 Shares. Further details
are set out in the section headed “History, Reorganization and Corporate Structure — Acting-in-Concert Arrangement” of
the Prospectus.

(2) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over -allotment
Option.

(3) Mr. Wang, through Modern Leaves Limited which is owned by (i) Nascent Leaves Limited, which is in turn wholly -owned
by a trust established by Mr. Wang as the settlor with his family members being the beneficiaries, as to 99.0%; and (ii)
Ancient Leaves Limited, which is wholly owned by Mr. Wang, as to 1.0%, is interested in and controls 939,441,461 Shares.

(4) Mr. Qi, through Chivalrous Lancers Limited which is owned by (i) Chivalrous Knights Limited, which is in turn wholly -
owned by a trust established by Mr. Qi as the settlor with his family members being the beneficiaries, as to 99.0%; and (ii)
Chivalrous Cavalry Limited, which is wholly owned by Mr. Qi, as to 1.0%, is interested in and controls 429,999,961 Shares.

(5) Mr. Ruan, through Cousin Tea Limited which is owned by (i) Nephew Tea Limited, which is in turn wholly-owned by a trust
established by Mr. Ruan as the settlor with his family members being the beneficiaries, as to 99.0%; and (ii) Uncle Tea
Limited, which is wholly owned by Mr. Ruan, as to 1.0%, is interested in and controls 298,782,650 Shares.

(6) Ms. Pan, through Spring Equinox Drinks Limited which is owned by (i) Summer Solstice Drinks Limited, which is in turn
wholly-owned by a trust established by Ms. Pan as the settlor with her family members being the beneficiaries, as to 99.0%;
and (ii) Winter Solstice Drinks Limited, which is wholly owned by Ms. Pan, as to 1.0% , is interested in and controls
60,036,800 Shares.

(7) In accordance with the relevant Listing Rule/guidance materials, the required lock -up for the First Six-Month Period ends
on August 11, 2025. A Controlling Shareholder may dispose of or transfer Shares after the indicated date provided that such
Controlling Shareholder will not cease to be a Controlling Shareholder.

(8) In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the Second Six-Month Period ends
on February 11, 2026.


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Pre-IPO Investors

Name
Number of shares held
in the Company subject
to lock-up
undertakings upon
Listing
% of shareholding in the
Company subject to lock-
up undertakings upon
Listing (1)
Last day subject to the
lock-up undertakings
Coatue PE Asia 34 LLC 21,739,140 0.92% August 11, 2025(2)
New Budding Capital Inc 4,347,820 0.18% August 11, 2025(2)
Beijing Meiming Enterprise
Management Consulting
Partnership (Limited
Partnership) and
Beijing Meiyan Enterprise
Management Consulting
Partnership (Limited
Partnership)
173,913,040 7.38% August 11, 2025(2)
Max Mighty Limited 86,956,540 3.69% August 11, 2025(2)
Subtotal 286,956,540 12.18%
Notes:

(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over -allotment
Option.

(2) Each of the Pre-IPO Investors has entered into a deed of lock-up undertaking in favor of the Company, the Joint Sponsors
and the Overall Coordinators, pursuant to which certain lock -up restrictions have been imposed on its Shares during the
period ending on the date that is six months from the Listing Date. For details, please refer to the section headed
“Underwriting – Lock-up Arrangements – Undertakings by Certain Existing Shareholders pursuant to Lock -up Deeds” of
the Prospectus.


Other Existing Shareholders

Name
Number of shares held
in the Company subject
to lock-up
undertakings upon
Listing
% of shareholding in the
Company subject to lock-
up undertakings upon
Listing (1)
Last day subject to the
lock-up undertakings
Thriving Leafbuds Limited 73,231,878 3.11% August 11, 2025(2)
Nascent Sprouts Limited 73,231,885 3.11% August 11, 2025(2)
Flourishing Leaves Limited 12,231,885 0.52% August 11, 2025(2)
Subtotal 158,695,648 6.73%
Notes:

(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over -allotment
Option.

(2) Each of the above existing Shareholders has entered into a deed of lock-up undertaking in favor of the Company, the Joint
Sponsors and the Overall Coordinators pursuant to which certain lock -up restrictions have been imposed on its Shares
during the period ending on the date that is six months from the Listing Date. For details, please refer to the section headed
“Underwriting – Lock-up Arrangements – Undertakings by Certain Existing Shareholders pursuant to Lock-up Deeds” of
the Prospectus.


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Cornerstone Investors

Name
Number of shares held in
the Company subject to
lock-up undertakings
upon Listing
% of shareholding in the
Company subject to lock-up
undertakings upon Listing (1)
Last day subject to the
lock-up undertakings
Huang River
Investment Limited 19,593,200 0.83% August 11, 2025(2)
GM Charm Yield
(BVI) Limited 11,755,600 0.50% August 11, 2025(2)
LVC 11,755,200 0.50%
- Golden Valley
Global Limited 5,877,600 0.25% August 11, 2025(2)
- Golden Valley Value
Select Master Fund 5,877,600 0.25% August 11, 2025(2)
Long-Z Fund I, LP(2) 6,269,600 0.27% August 11, 2025(2)
Duckling Fund, L.P. 6,269,600 0.27% August 11, 2025(2)
Subtotal 55,643,200 2.36%
Notes:

(1) Taking into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over -allotment
Option.

(2) Each of the Cornerstone Investors shall not dispose of any of the Offer Shares acquired in the Global Offering during the
period of six months from and including the Listing Date save for certain limited circumstances pursuant to the relevant
Cornerstone Investment Agreements. For details, please refer to the section headed “Cornerstone Investors – Restrictions
on the Cornerstone Investors” of the Prospectus.


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PLACEE CONCENTRATION ANALYSIS
Placees
Number of
Shares allotted

Allotment as % of
International Offering
(taking into account the
full exercise of the Offer
Size Adjustment Option
and assuming no exercise
of the Over-allotment
Option)
Allotment as % of
International Offering
(taking into account the
full exercise of the Offer
Size Adjustment Option
and assuming the Over-
allotment Option is
exercised in full)
Allotment as % of total
Offer Shares (taking into
account the full exercise of
the Offer Size Adjustment
Option and assuming no
exercise of the Over-
allotment Option)
Allotment as % of Offer
Shares (taking into
account the full exercise
of the Offer Size
Adjustment Option and
assuming the Over-
allotment Option is
exercised in full)
Number of
 Shares held upon Listing
% of total issued share
capital upon Listing (taking
into account the full exercise
of the Offer Size Adjustment
Option and assuming no
exercise of the Over-
allotment Option)
% of total issued share
capital upon Listing
(taking into account the
full exercise of the Offer
Size Adjustment Option
and assuming the Over-
allotment Option is
exercised in full)
Top 1 20,533,200  19.92%  15.74%  11.26%  9.79%  20,533,200  0.87%  0.86%
Top 5 68,348,800  66.30%  52.39%  37.47%  32.58%  68,348,800  2.90%  2.87%
Top 10 91,081,600  88.35%  69.82%  49.93%  43.42%  264,994,640  11.25%  11.12%
Top 25 113,604,000  110.19%  87.08%  62.28%  54.16%  287,517,040  12.20%  12.06%

Notes
* Ranking of placees is based on the number of Shares allotted to the placees.


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SHAREHOLDERS CONCENTRATION ANALYSIS
Shareholders*
Number of Shares
allotted
Allotment as % of
International Offering
(taking into account the
full exercise of the Offer
Size Adjustment Option
and assuming no exercise
of the Over-allotment
Option)
Allotment as % of
International Offering
(taking into account the
full exercise of the Offer
Size Adjustment Option
and assuming the Over-
allotment Option is
exercised in full)
Allotment as % of total
Offer Shares (taking into
account the full exercise
of the Offer Size
Adjustment Option and
assuming no exercise of
the Over-allotment
Option)
Allotment as % of total
Offer Shares (taking into
account the full exercise
of the Offer Size
Adjustment Option and
assuming the Over-
allotment Option is
exercised in full)
Number of Shares held
upon Listing
% of total issued share
capital upon Listing
(taking into account the
full exercise of the Offer
Size Adjustment Option
and assuming no exercise
of the Over-allotment
Option)
% of total issued
share capital upon
Listing (taking into
account the full
exercise of the Offer
Size Adjustment
Option and assuming
the Over-allotment
Option is exercised in
full)
 Top 1** 0  0.00%  0.00%  0.00%  0.00%  1,728,260,872  73.35%  72.50%
 Top 5 6,269,600  6.08%  4.81%  3.44%  2.99%  2,141,863,815  90.90%  89.86%
 Top 10 59,727,600  57.93%  45.78%  32.74%  28.47%  2,229,292,840  94.61%  93.52%
 Top 25 106,056,800  102.87%  81.30%  58.14%  50.56%  2,279,969,860  96.76%  95.65%

Notes
* Ranking of Shareholders is based on the number of Shares held by the Shareholders upon Listing.
** Mr. Wang, Mr. Qi, Mr. Ruan and Ms. Pan and their respective intermediate holding companies entered into the Acting-in-Concert Arrangement, by virtue of which they are together
interested in and control 1,728,260,872 Shares. Further details are set out in the section headed “History, Reorganization and Corporate Structure — Acting-in-Concert Arrangement”
of the Prospectus.


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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:
Pool A
Number of
shares
applied for
Number of
valid
applications  Basis of allocation/ballot
Approximate
percentage
allotted of
the total
number of
shares
applied for

400 7,857 400 shares  100.00%
800 2,186 800 shares  100.00%
1,200 859 1,200 shares  100.00%
1,600 442 1,600 shares  100.00%
2,000 725 2,000 shares  100.00%
2,400 174 2,000 shares plus 6 out of 174 applicants to receive
an additional 400 shares
83.91%
2,800 170 2,000 shares plus 8 out of 170 applicants to receive
an additional 400 shares
72.10%
3,200 184 2,000 shares plus 10 out of 184 applicants to receive
an additional 400 shares
63.18%
3,600 118 2,000 shares plus 8 out of 118 applicants to receive
an additional 400 shares
56.31%
4,000 1,492 2,000 shares plus 110 out of 1 ,492 applicants to
receive an additional 400 shares
50.74%
6,000 527 2,000 shares plus 43 out of 527 applicants to re ceive
an additional 400 shares
33.88%
8,000 934 2,000 shares plus 80 out of 934 applicants to receive
an additional 400 shares
25.43%
10,000 632 2,000 shares plus 56 out of 632 applicants to receive
an additional 400 shares
20.35%
12,000 206 2,000 shares plus 19 out of 206 applicants to receive
an additional 400 shares
16.97%
14,000 199 2,000 shares plus 20 out of 199 applicants to receive
an additional 400 shares
14.57%
16,000 400 2,000 shares plus 43 out of 400 applicants to receive
an additional 400 shares
12.77%
18,000 284 2,000 shares plus 33 out of 284 applicants to receive
an additional 400 shares
11.37%
20,000 1,463 2,000 shares plus 174 out of 1,463 applicants to
receive an additional 400 shares
10.24%
30,000 1,031 2,000 shares plus 123 out of 1,031 applicants to
receive an additional 400 shares
6.83%
40,000 966 2,000 shares plus 116 out of 966 applicants to
receive an additional 400 shares
5.12%
50,000 896 2,000 shares plus 108 out of 896 applicants to
receive an additional 400 shares
4.10%
60,000 546 2,000 shares plus 66 out of 546 applicants to receive
an additional 400 shares
3.41%


--- page 14 ---
70,000 288 2,000 shares plus 35 out of 288 applicants to receive
an additional 400 shares
2.93%
80,000 422 2,000 shares plus 52 out of 422 applicants to receive
an additional 400 shares
2.56%
90,000 363 2,000 shares plus 46 out of 363 applicants to receive
an additional 400 shares
2.28%
100,000  2,393 2,000 shares plus 308 out of 2,393 applicants to
receive an additional 400 share s
2.05%
200,000  673 2,000 shares plus 90 out of 673 applicants to receive
an additional 400 shares
1.03%
300,000  370 2,000 shares plus 54 out of 370 applicants to receive
an additional 400 shares
0.69%
400,000  305 2,000 shares plus 88 out of 305 applicants to receive
an additional 400 shares
0.53%
500,000  343 2,400 shares  0.48%
Total 27,448  Total number of Pool A successful applicants:
27,448


Pool B
Number of
shares
applied for
Number of
valid
applications  Basis of allocation/ballot
Approximate
percentage
allotted of
the total
number of
shares
applied for
600,000                 700  24,000 shares  4.00%
700,000                 110  24,000 shares plus 30 out of 110 applicants to
receive an additional 400 shares
3.44%
800,000                   69  24,000 shares plus 33 out of 69 applicants to receive
an additional 400 shares
3.02%
900,000                   64  24,000 shares plus 32 out of 64 applicants to receive
an additional 400 shares
2.69%
 1,000,000                 461  24,400 shares  2.44%
2,000,000                   98  24,400 shares plus 6 out of 98 applicants to receive
an additional 400 shares
1.22%
3,000,000                   33  24,400 shares plus 3 out of 33 applicants to receive
an additional 400 shares
0.81%
4,000,000                   30  24,400 shares plus 3 out of 30 applicants to receive
an additional 400 shares
0.61%
5,000,000                   15  24,400 shares plus 2 out of 15 applicants to receive
an additional 400 shares
0.49%
6,000,000                     8  24,400 shares plus 2 out of 8 applicants to receive an
additional 400 shares
0.41%
7,000,000                     6  24,400 shares plus 2 out of 6 applicants to receive an
additional 400 shares
0.35%
7,930,400                   44  24,800 shares  0.31%
 Total 1,638 Total number of Pool B successful applicants:
1,638


--- page 15 ---
As of the date of this announcement, the relevant subscription monies previously deposited in the
designated nominee accounts have been remitted back to the accounts of all HKSCC participants .
Investors should contact their relevant brokers for any inquiries.

COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the Listing Rules that have been waived  and/or in respect of
which consent has been obtained, the Company has complied with the Listing Rules and guidance
materials in relation to the placing, allotment and listing of the Company’s Shares.
The Directors confirm that, to the best of their knowledge, 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 and reallocation

As the Hong Kong Public Offering has been oversubscribed 100 times or more , the reallocation as
described in the section headed “Structure of the Global Offering – The Hong Kong Public Offering –
Reallocation” of the Prospectus has been applied.

The Offer Size Adjustment Option has been fully exercised by the Overall Coordinators, pursuant to
which the Company is issuing and allotting 23,791,600 additional Offer Shares, representing
approximately 15% of the total number of Offer Shares initially a vailable under the Global Offering,
at the final Offer Price. All of the additional Offer Shares that would be allotted and issued by the
Company pursuant to the full exercise of the Offer Size Adjustment Option will be allocated to the
International Offering. Accordingly, the total number of Offer Shares finally available under the
Global Offering (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 issue d by the Company is
182,403,600 Offer Shares and the total issued share capital of the Company upon Listing (taking into
account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
allotment Option) will be 2,356,316,660 Shares.

As a result of the above, the final number of Offer Shares under the Hong Kong Public Offering is
adjusted to 79,306,000 Shares, representing approximately 43.48% of the total number of Offer Shares
available under the Global Offering (assumin g the Over -allotment Option is not exercised), and the
final number of Offer Shares under the International Offering is adjusted to  103,097,600 Shares,
representing approximately 56.52% of the total number of Offer Shares under the Global Offering
(assuming the Over-allotment Option is not exercised).

Placing to close associate of existing Shareholders with a waiver from the strict compliance with
Rule 10.04 of the Listing Rules and a prior consent under paragraph 5(2) of the Placing
Guidelines

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 5(2) of the
Placing Guidelines to permit the Company to allocate such Offer Shares in the International Offering
to a close associate of two existing Shareholders as listed above (i.e., the Long-Z Shareholders). The
allocation of Offer Shares to such close associate of the Long-Z Shareholders is in compliance with all


--- page 16 ---
the conditions under the waiver/consent granted by the Stock Exchange. For details of the conditions,
please refer to the section headed “Waivers and Exemptions – Cornerstone Subscription by a Close
Associate of an Existing Shareholder” in the Prospectus.

For details of the allocations of Offer Shares to a close associate of existing Shareholders, please refer
to the section headed “Allotment Results Details – International Offering – Allotees with
Waivers/Consents Obtained” in this announcement.

Placing to connected client with a prior consent under paragraph 5(1) of the Placing Guidelines

The Company has applied to the Stock Exchange, 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 client listed above. The allocation of Offer Shares to such
connected client is in compliance with all the conditions under the consent granted by the Stock
Exchange.

For details o f the allocations of Offer Shares to connected client , please refer to the section headed
“Allotment Results Details – International Offering – Allotees with Waivers/Consents Obtained” in
this announcement.

Allocations of Offer Shares to Cornerstone Investors with a consent under paragraph 17 of
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) and cornerstone investors 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 Shares offered under the Global Offering;

(c) each Director, chief executive and Controlling Shareholder  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 the  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 further allocations of Offer Shares to Cornerstone Investors, please refer to the section
headed “Allotment Results Details – International Offer ing – Allotees with Waivers/Consents
Obtained” in this announcement.


--- page 17 ---
DISCLAIMERS

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the
“Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take
no responsibility for the contents of this announcement, make no representation as to its
accuracy or completeness and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.
This announcement is not for release, publication, distribution, directly or indirectly, in or into
the United States (including its territories and possessions, any state of the United States and
the District of Columbia). This announcement does not constitute or form a part of any offer
or solicitation to purchase or subscribe for securities in the United States. The securities
mentioned herein have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the “ U.S. Securities Act ”). The securities may not be offered or sold
in the United States except pursuant to an exemption from the registration requirements of the
U.S. Securities Act and in compliance with any applicable state securities laws, or outside the
United States unless in compliance with Regulation S under the U.S. Securities Act. There will
be no public offer of securities in the Un ited States.
The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as
defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration
under the U.S. Securities Act and (2) outside the United States in offshore transactions in
reliance on Regulation S under the U.S. Securities Act.
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 4, 2025  issued by Guming
Holdings Limited for detailed information about the Global Offering described above  before
deciding whether or not to invest in the Shares thereby being offered.
Potential investors of the Offer Shares should note that the Joint Sponsors and Overall
Coordinators  (for themselves and on behalf of the Hong Kong Underwriters) shall be entit led
to terminate their obligations under the Hong Kong Underwriting Agreement with immediate
effect upon the occurrence of any of the events set out in the paragraph headed “Underwriting
– Underwriting Arrangements and Expenses – Hong Kong Public Offering – 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 February
12, 2025 ).


--- page 18 ---
PUBLIC FLOAT
Upon Listing, approximately 26.14 % of the total issued share capital of the Company  (before any
exercise of the Over -allotment Option) will be counted towards the public float, satisfying the
minimum percentage prescribed by Rule 8.08 of the Listing Rules.

The Stock Exchange has granted the Company a waiver from strict compliance with Rule 8.08(3)  of
the Listing Rules to allow the three largest public Shareholders to hold no more than 57.65%  of the
Shares to be held in public hands immediately after the completion of the Global Offering  (assuming
the Offer Size Adjustment Option and the Over-allotment Option are not exercised). The three largest
public Shareholders of the Company hold 340,371,065 Shares (representing 14.45% of the enlarged
issued share capital of the Company at the time of Listing).

The following table sets out (i) the total number of Shares held by public Shareholders; (ii) the number
of Shares held by public Shareholders other than the three largest public  Shareholders; and (iii) the
number of Shares held by public Shareholders other than those  which are the subject of lock- up
undertakings, immediately after the completion of the Global Offering (assuming the Over-allotment
Option is not exercised):


Shares in public hands
Shares in public hands
(excluding the three
largest public
Shareholders)
Shares in public hands
and not subject to any
lock-up
Number of Shares and
number of board lots of
400 Shares each

615,823,903(1)
(1,539,559 board lots)
275,452,838(2)
(688,632 board lots)
126,760,400(3)
(316,901 board lots)
HK$ value of the Shares
(based on the final Offer
Price)

HK$6,121 million HK$2,738 million HK$1,260 million
Approximate percentage
of total issued Shares
immediately following
completion of the Global
Offering (assuming the
Over-allotment Option is
not exercised)
26.14% 11.69% 5.38%

Notes:

(1) Consists of an aggregate of: (i) 182,403,600 Offer Shares under the Global Offering (including Offer Shares to be
subscribed by Long-Z’s Affiliate as a cornerstone investor); and (ii) 433,420,303 Shares held by certain existing
Shareholders (i.e. Long-Z, HongShan, Coatue PE Asia 34 LLC, New Budding Capital Inc, Nascent Sprouts Limited
and Thriving Leafbuds Limited) immediately prior to the completion of the Global Offering, which count towards
the public float.

(2) Calculated by deducting (i) 173,913,040 Shares in aggregate held by Long -Z and 6,269,600 Offer Shares to be
subscribed by Long -Z’s Affiliate as cornerstone investor;  (ii) 86,956,540 Shares held by HongShan; and (iii)
73,231,885 Shares held by Nascent Sprouts Limited, from the total number of Shares in public hands as set out in
note (1) above.

(3) Calculated by considering that (i) all of the Shares held by each of the existing Shareholders will be subject to
lock-up arrangements due to their respective undert akings to, among others, the Company, the Overall
Coordinators and the Joint Sponsors. For further details, please refer to the section headed “ Lock-up


--- page 19 ---
Undertakings” of this announcement ; and (ii) among the 182,403,600 Offer Shares under the Global Offerin g,
55,643,200 Offer Shares have been subscribed by cornerstone investors participating in the Global Offering who
would be subject to lock-up arrangements pursuant to their respective cornerstone investment agreement.

The Directors also confirm that immediately following the completion of the Global Offering (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 of the Company upon Listing (before any exercise  of the
Over-allotment Option); and (i ii) 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
Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m. on
Wednesday, February 12, 2025 (Hong Kong time), provided that (i) the Global Offering has become
unconditional in all respects, and (ii) the right of termination as described in the paragraph headed
“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Hong
Kong Underwriting Agreement – Grounds for Termination” in the Prospectus has not been exercised.
Investors who trade Shares on the basis of publicly available allocation details before the receipt of
Share certificates or before the Share certificates become valid evidence of title do so entirely at their
own risk.
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong
Kong on Wednesday, February 12, 2025, it is expected that dealings in the Shares on the Stock
Exchange will commence at 9:00 a.m. on Wednesday, February 12, 2025. The Shares will be traded
in board lots of 400 Shares each and the stock code of the Shares will be 01364.

By order of the Board
Guming Holdings Limited
古茗控股有限公司
Mr. Yun’an Wang
Chairman of the Board

Hong Kong, February 11, 2025

As at the date of this announcement, the board of directors of the Company comprises (i) Mr. Yun’an
Wang, Mr. Xia Qi, Mr. Xiudi Ruan, Ms. Yayu Jin, Mr. Yunjiang Cai as executive directors; (ii) Mr.
Yaoxin Huang as non-executive director; and (iii) Mr. Yue Zhuo, Ms. Xiaodong Zheng and Mr. Jianbo
Li as proposed independent non-executive directors (effective upon Listing).