geometrybase
8a0dfd88f0
Request: - Add extracted PDF text generation to the archivist workflow as a standard step. Changes: - Run PDF text extraction automatically for newly archived HKEX PDF sources. - Make the PDF text extractor incremental and manifest-preserving. - Document extracted-text handling in the archivist skill and README. - Mark generated extracted text as no-diff data evidence. - Backfill extracted text for all archived PDF source references. Verification: - Ran git diff --cached --check. - Ran .venv/bin/python -m py_compile scripts/extract_pdf_text.py scripts/archive_hkex_documents.py. - Ran full PDF extraction, then confirmed an incremental rerun skips unchanged files. - Verified 557 PDF source_refs, 557 manifest rows, all status ok, and zero missing text/hash/path issues. Next useful context: - HKEX HTML notices and Yahoo JSON market data remain under data/raw and are not expected in data/extracted_text.
983 lines
32 KiB
Plaintext
983 lines
32 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated November 28, 2024 (the “Prospectus ”) issued by Shanghai REFIRE Group Limited ( ɪ
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ʮ̡ ) (the “Company ”).
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus for
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detailed information about the Company and the Global Offering described below before deciding whether or not to
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invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be taken solely in reliance
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on the information provided in the Prospectus.
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This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
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of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This announcement is
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not for release, publication or distribution, directly or indirectly, in or into the United States or any other jurisdiction
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where such distribution is prohibited by law, nor is this announcement an offer for sale or solicitation to purchase or
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subscribe for securities in the United States or any other jurisdictions. The Offer Shares have not been, and will not be,
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registered under the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities Act ”), or
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any applicable state securities laws in the United States, and may not be offered, sold, pledged or transferred within the
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United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the U.S. Securities
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Act (the “Regulation S ”)) except in transactions exempt from, or not subject to, the registration requirements of the
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U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in
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accordance with Regulation S. There will be no public offering of the securities of the Company in the United States.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as
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the stabilizing manager (the “Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the
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Underwriters, to the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere,
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may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at
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such price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any person acting for it
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may determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date.
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However, there is no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct
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any such stabilizing action, which, if taken, (a) will be conducted at the sole and absolute discretion of the Stabilizing
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Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably regards as the
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best interest of the Company, (b) may be discontinued at any time and (c) is required to be brought to an end within
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30 days after the last day for lodging applications under the Hong Kong Public Offering (which is Thursday, January
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2, 2025). Such stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each
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case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures
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(Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and
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Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that stabilizing actions cannot be taken to support the price of the H Shares for
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longer than the stabilization period which will begin on the Listing Date and is expected to expire on Thursday,
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January 2, 2025, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.
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After this date, no further stabilizing action may be taken, demand for the H Shares and therefore, the price of the H
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Shares could fall.
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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out in
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the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not
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resident in Hong Kong. Potential investors of the Offer Shares should note that the Sole Sponsor and the Joint Overall
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Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong
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Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section
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headed “Underwriting – Underwriting Arrangements and Expenses – The Hong Kong Public Offering – Grounds
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for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is
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currently expected to be on Friday, December 6, 2024).
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--- page 2 ---
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2
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Shanghai REFIRE Group Limited
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ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the Global
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Offering
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: 4,827,920 H Shares (subject to the Over-
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allotment Option)
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Number of Hong Kong Offer Shares : 482,800 H Shares
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Number of International Offer Shares : 4,345,120 H Shares (subject to the Over-
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allotment Option)
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Final Offer Price : HK$147.00 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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AFRC transaction levy of 0.00015% and
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Hong Kong Stock Exchange trading fee of
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0.00565%
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Nominal value : RMB1.00 per H Share
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Stock Code : 2570
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Sole Sponsor, Joint Overall Coordinator,
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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Joint Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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Financial Adviser
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--- page 3 ---
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3
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SHANGHAI REFIRE GROUP LIMITED / 上海重塑能源集團股份有限公司
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ANNOUNCEMENT OF FINAL OFFER PRICE AND
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ALLOTMENT RESULTS
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Warning: In view of high concentration of shareholding in a small number of H Shareholders, H
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Shareholders and prospective investors should be aware that the price of the H Shares could move
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substantially even with a small number of H Shares traded and should exercise extreme caution when
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dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 2570
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Stock short name REFIRE
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Dealings commencement date December 6, 2024*
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*see note at the end of the announcement
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Price Information
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Final Offer Price HK$147.00
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Offer Price range HK$145.00 - HK$165.00
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Offer Price adjustment exercised N/A
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Offer Shares and Share Capital
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Number of Offer Shares 4,827,920
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Number of Offer Shares in Hong Kong Public Offering 482,800
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Number of Offer Shares in International Offering 4,345,120
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Number of issued Shares upon Listing (assuming the Over-
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allotment Option is not exercised and the options granted
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under the Pre-IPO Share Option Scheme are not exercised)
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86,139,291
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Over-allocation
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No. of Offer Shares over-allocated 482,780
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Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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combination of these means. In the event the Over-allotment Option is exercised, an announcement will
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be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$709.70 million
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Less: Estimated listing expenses payable based on the
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final Offer Price
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HK$(80.27) million
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Net proceeds HK$629.44 million
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Notes:
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1.
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Gross proceeds refers to the amount to which the issuer is entitled to receive, assuming the Over-
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allotment Option is not exercised. For details of the use of proceeds, please refer to the section headed
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“Future Plans and Use of Proceeds” in the Prospectus. The Company will adjust the allocation of the
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additional net proceeds from the exercise of the Over-allotment Option (if any) for the purposes as set
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out in the section headed “Future Plans and Use of Proceeds” of the Prospectus on a pro rata basis.
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--- page 4 ---
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4
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2. Any discrepancies in the amounts listed herein are due to rounding.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 2,411
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No. of successful applications 1,875
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Subscription level 1.55 times
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Claw-back triggered No
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No. of Offer Shares initially available under the Hong Kong Public
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Offering
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482,800
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Final no. of Offer Shares under the Hong Kong Public Offering 482,800
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% of Offer Shares under the Hong Kong Public Offer ing to the
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Global Offering ( assuming the Over- allotment Option is not
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exercised)
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Approximately 10%
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Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to
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www.eipo.com.hk/eIPOAllotment
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to perform a search by identification number or
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www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 175
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Subscription level 1.33 times
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No. of Offer Shares initially available under the International
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Offering
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4,345,120
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Final no. of Offer Shares under the International Offering 4,345,120
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% of Offer Shares under the International Offer ing to the Global
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Offering (assuming the Over-allotment Option is not exercised)
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Approximately 90%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
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subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
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Directors, Supervisors, chief executive of the Company, Single L argest Group of Shareholders, substantial
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Shareholders, existing S hareholders or any of its subsidiaries or their respective close associates; and (ii)
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none of the placees and the public who have purchased the Offer Shares are accustomed to taking instructions
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from the Company, any of the Directors , Supervisors, chief executive of the Company, Single L argest Group
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of Shareholders, substantial Shareholders, existing Shareholders or any of its subsidiaries or their respective
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close associates in relation to the acquisition, disposal, voting or other disposition of Shares registered in
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his/her/its name or otherwise held by him/her/it.
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As (i) the Hong Kong Public Offering was oversubscribed by less than 15 times and (ii) the reallocat ion
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pursuant to Chapter 4.14 of the Guide for New Listing Applicants as described in the section headed “Structure
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of the Global Offering – The Hong Kong Public Offering – Reallocation” of the Prospectus was not exercised,
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no clawback arrangement has been triggered.
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--- page 5 ---
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5
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The placees in the International Offering include the following:
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Cornerstone Investor
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Investor
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No. of
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Offer
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Shares
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allocated
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Approximate
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% of Offer
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Shares
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(assuming the
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Over-allotment
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Option is not
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exercised and
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the options
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granted under
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the Pre-IPO
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Share Option
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Scheme are
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not exercised)
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Approximate %
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of total
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issued H
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Shares after
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the Global
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Offering
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(assuming the
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Over-allotment
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Option is not
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exercised and
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the options
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granted under
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the Pre-IPO
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Share Option
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Scheme are not
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exercised)
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Approximate %
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of total
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issued Shares
|
||
after the
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Global Offering
|
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(assuming the
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Over-allotment
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Option is not
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exercised and
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the options
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granted under
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the Pre-IPO
|
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Share Option
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Scheme are not
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exercised)
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Existing
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shareholders or
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their close
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associates
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DINGCHUANG
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HONGKONG
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INVESTMENT
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LIMITED /
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鼎
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創(香港)基石投
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資有限公司 2,181,280 45.18% 5.37% 2.53% No
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Total 2,181,280 45.18% 5.37% 2.53%
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Note: Jiujiang Economic Development Zone Dingchuang Equity Investment Center (Limited Partnership)
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(九江經開區鼎創股權投資中心(有限合夥)), the cornerstone investor of the Company, subscribed for and
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held 2,181,280 H Shares under the Cornerstone Investment Agreement (as defined in the section headed
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“Cornerstone Placing ” in the Prospectus) through its wholly -owned subsidiary , DINGCHUANG
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HONGKONG INVESTMENT LIMITED ( 鼎創 ( 香港 ) 基石投資有限公司 ), for the purpose of the
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cornerstone investment. For details, please refer to the section headed “ Cornerstone Placing ” in the
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Prospectus.
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--- page 6 ---
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6
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LOCK-UP UNDERTAKINGS
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The Single Largest Group of Shareholders (as defined in the Prospectus)
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Name
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Number of Shares
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held in the
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Company subject
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to lock-up
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undertakings
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upon Listing
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Approximate % of
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total issued H
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Shares after the
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Global Offering
|
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subject to lock-up
|
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undertakings upon
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Listing (assuming
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the Over-allotment
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Option is not
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exercised and the
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options granted
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under the Pre-IPO
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Share Option
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Scheme are not
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exercised) Note
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Approximate % of
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shareholding in the
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Company subject to
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lock-up
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undertakings upon
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Listing(assuming
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the Over-allotment
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Option is not
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exercised and the
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options granted
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under the Pre-IPO
|
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Share Option
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Scheme are not
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exercised)
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Last day
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subject to the
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lock-up
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undertakings
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Mr. LIN Qi / 林琦先
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生
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11,834,272 N/A 13.74% 5 December
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2026
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Shanghai Weiqing / 上
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海蔚清
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3,652,700 N/A 4.24% 5 December
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2026
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Shanghai Weilan / 上
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海蔚瀾
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1,200,000 N/A 1.39% 5 December
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2026
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Shanghai Weijing / 上
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海蔚鏡
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1,165,728 N/A 1.35% 5 December
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2026
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Total 17,852,700 N/A 20.73%
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Note: All existing Shareholders (including the Single Largest Group of Shareholder s) shall not dispose of
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any of the Shares held by them within the 12 months following the Listing Date as required under the
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applicable PRC laws. Further, pursuant to an undertaking made by the Single Largest Group of
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Shareholders dated November 20, 2024, Mr. L IN Qi, Shanghai Weiqing, Shanghai Weilan and Shanghai
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Weijing have undertaken that subject to the requirements under applicable laws and regulations, at any time
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during the period of 24 months following the Listing Date, the Single Largest Group of Shareholders shall
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not dispose any Shares held by them as of the date of the P rospectus which, in aggregate, represents more
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than 1% of the total issued share capital of the Company upon completion of the Global Offering (where the
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Over-allotment Option is exercised i n part or in full, the total issued share capital of our Company after
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taking into account any H Shares issued pursuant to such exercise of the Over-allotment Option).
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The Shares
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held by the Single Largest Group of Shareholders are Domestic Shares which will not be converted into H
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Shares and listed following the completion of the Global Offering. For further details relating to the Single
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Largest Group of Shareholder s, please refer to the section headed “Relationship with Our Single Largest
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Group of Shareholders” in the Prospectus.
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--- page 7 ---
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7
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Pre-IPO Investors (as defined in the Prospectus)
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Name
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Number of
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Shares held in the
|
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Company subject
|
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to lock-up
|
||
undertakings
|
||
upon Listing
|
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Approximate % of
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total issued H Shares
|
||
after the Global
|
||
Offering subject to
|
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lock-up
|
||
undertakings upon
|
||
Listing (assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised and the
|
||
options granted
|
||
under the Pre-IPO
|
||
Share Option
|
||
Scheme are not
|
||
exercised)
|
||
Approximate % of
|
||
shareholding in the
|
||
Company subject to
|
||
lock-up
|
||
undertakings upon
|
||
Listing(assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised and the
|
||
options granted
|
||
under the Pre-IPO
|
||
Share Option
|
||
Scheme are not
|
||
exercised)
|
||
Last day
|
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subject to the
|
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lock-up
|
||
undertakings
|
||
All the Pre-IPO
|
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Investors / 全部首次
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公開發售前投資者
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57,577,371
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(including
|
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31,715,418 H
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Shares)
|
||
78.01% 66.84% 5 December
|
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2025
|
||
Total 57,577,371
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(including
|
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31,715,418 H
|
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Shares)
|
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78.01% 66.84%
|
||
|
||
Notes:
|
||
|
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1. Please refer to the paragraph headed “History, Development and Corporate Structure — Principal
|
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Terms of the Pre-IPO Investments — (5) Information about our Pre-IPO Investors” in the Prospectus
|
||
for the identities of the Pre-IPO Investors.
|
||
|
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2. All existing Shareholders (including the Pre-IPO Investors) shall not dispose of any of the Shares held
|
||
by them within the 12 months following the Listing Date as required under the applicable PRC laws.
|
||
|
||
|
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--- page 8 ---
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8
|
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Existing Shareholders (other than the Single Largest Group of Shareholders and the Pre-IPO Investors as
|
||
defined in the Prospectus)
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
Approximate % of
|
||
total issued H
|
||
Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised and the
|
||
options granted under
|
||
the Pre-IPO Share
|
||
Option Scheme are
|
||
not exercised)
|
||
Approximate % of
|
||
shareholding in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing(assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised and the
|
||
options granted
|
||
under the Pre-IPO
|
||
Share Option
|
||
Scheme are not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Ms. MA Audrey Jing
|
||
Nan / 馬晶楠女士
|
||
1,767,500 N/A Note 2.05% 5 December
|
||
2025
|
||
Ms. ZHANG Xiuying
|
||
/ 張秀英女士
|
||
3,863,800
|
||
(including
|
||
3,863,800 H
|
||
Shares)
|
||
9.50% 4.49% 5 December
|
||
2025
|
||
Mr. SHEN Xianglong
|
||
/ 沈祥龍先生
|
||
250,000
|
||
(including
|
||
250,000 H
|
||
Shares)
|
||
0.61% 0.29% 5 December
|
||
2025
|
||
Total 5,881,300
|
||
(including
|
||
4,113,800 H
|
||
Shares)
|
||
10.12% 6.83%
|
||
|
||
Notes:
|
||
|
||
1. All existing Shareholders shall not dispose of any of the Shares held by them within the 12 months
|
||
following the Listing Date as required under the applicable PRC laws.
|
||
|
||
2. The Shares held by Ms. MA Audrey Jing Nan are Domestic Shares which will not be converted into H
|
||
Shares and listed following the completion of the Global Offering.
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
Cornerstone Investor
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing
|
||
Approximate % of
|
||
total issued H
|
||
Shares after the
|
||
Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised and the
|
||
options granted
|
||
under the Pre-IPO
|
||
Share Option Scheme
|
||
are not exercised)
|
||
Approximate % of
|
||
shareholding in the
|
||
Company subject
|
||
to lock-up
|
||
undertakings upon
|
||
Listing(assuming
|
||
the Over-allotment
|
||
Option is not
|
||
exercised and the
|
||
options granted
|
||
under the Pre-IPO
|
||
Share Option
|
||
Scheme are not
|
||
exercised)
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
DINGCHUANG
|
||
HONGKONG
|
||
INVESTMENT
|
||
LIMITED / 鼎創(香
|
||
港)基石投資有限公
|
||
司
|
||
2,181,280 5.37% 2.53% 5 June 2025
|
||
Total 2,181,280 5.37% 2.53%
|
||
|
||
Notes:
|
||
1. Jiujiang Economic Development Zone Dingchuang Equity Investment Center (Limited Partnership)
|
||
(九江經開區鼎創股權投資中心(有限合夥)), the cornerstone investor of the Company, subscribed
|
||
for and held 2,181,280 H Shares under the Cornerstone Investment Agreement (as defined in the
|
||
section headed “ Cornerstone P lacing” in the Prospectus) through its wholly -owned subsidiary,
|
||
DINGCHUANG HONGKONG INVESTMENT LIMITED ( 鼎創(香港)基石投資有限公司), for the
|
||
purpose of the cornerstone investment. For details, please refer to the section headed “Cornerstone
|
||
Placing” in the Prospectus.
|
||
|
||
2. Pursuant to the Cornerstone Investment Agreement, the lock-up period will end on 5 June 2025. For
|
||
details, please refer to the paragraph headed “Cornerstone Placing – Restrictions on Disposals by
|
||
the Cornerstone Investor” in the Prospectus.
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
|
||
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
|
||
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 exercised and
|
||
new H Shares are
|
||
issued)
|
||
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
|
||
exercised and new H
|
||
Shares are issued)
|
||
Top 1 2,181,280 50.20% 45.18% 45.18% 41.07% 2,181,280 2.53% 2.52%
|
||
Top 5 4,792,720 110.30% 99.27% 99.27% 90.25% 4,792,720 5.56% 5.53%
|
||
Top 10 4,822,120 110.98% 99.88% 99.88% 90.80% 4,822,120 5.60% 5.57%
|
||
Top 25 4,824,900 111.04% 99.94% 99.94% 90.85% 4,824,900 5.60% 5.57%
|
||
|
||
Note: Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
H SHAREHOLDERS 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
|
||
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
|
||
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
|
||
exercised
|
||
and new H
|
||
Shares are
|
||
issued)
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 5,539,497 13.62% 13.47% 5,539,497
|
||
Top 5 0 0.00% 0.00% 0.00% 0.00% 20,233,533 49.77% 49.18% 28,972,458
|
||
Top 10 4,124,880 94.93% 85.44% 85.44% 77.67% 30,075,113 73.97% 73.10% 40,008,538
|
||
Top 25 4,460,880 102.66% 92.40% 92.40% 84.00% 38,792,296 95.41% 94.29% 52,043,358
|
||
|
||
Note: Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is
|
||
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
|
||
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
|
||
exercised and
|
||
new H Shares
|
||
are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 0 17,852,700 20.73% 20.61%
|
||
Top 5 0 0.00% 0.00% 0.00% 0.00% 17,311,233 43,902,858 50.97% 50.68%
|
||
Top 10 0 0.00% 0.00% 0.00% 0.00% 24,002,033 59,123,563 68.64% 68.25%
|
||
Top 25 4,124,880 94.93% 85.44% 85.44% 77.67% 35,832,401 79,996,252 92.87% 92.35%
|
||
|
||
Note: Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by the
|
||
public will be conditionally allocated on the basis set out below:
|
||
|
||
NO. OF H 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
|
||
20 1,241 705 out of 1,241 to receive 20 56.81%
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Shares
|
||
40 246 20 Shares plus 33 out of 246 to
|
||
receive additional 20 Shares
|
||
56.71%
|
||
60 197 20 Shares plus 138 out of 197 to
|
||
receive additional 20 Shares
|
||
56.68%
|
||
80 47 40 Shares plus 12 out of 47 to
|
||
receive additional 20 Shares
|
||
56.38%
|
||
100 165 40 Shares plus 135 out of 165 to
|
||
receive additional 20 Shares
|
||
56.36%
|
||
120 31 60 Shares plus 11 out of 31 to
|
||
receive additional 20 Shares
|
||
55.91%
|
||
140 21 60 Shares plus 19 out of 21 to
|
||
receive additional 20 Shares
|
||
55.78%
|
||
160 17 80 Shares plus 7 out of 17 to
|
||
receive additional 20 Shares
|
||
55.15%
|
||
180 19 80 Shares plus 18 out of 19 to
|
||
receive additional 20 Shares
|
||
54.97%
|
||
200 108 100 Shares plus 53 out of 108 to
|
||
receive additional 20 Shares
|
||
54.91%
|
||
300 87 160 Shares plus 20 out of 87 to
|
||
receive additional 20 Shares
|
||
54.87%
|
||
400 33 200 Shares plus 32 out of33 to
|
||
receive additional 20 Shares
|
||
54.85%
|
||
500 33 260 Shares plus 23 out of 33 to
|
||
receive additional 20 Shares
|
||
54.79%
|
||
600 22 320 Shares plus 9 out of 22 to
|
||
receive additional 20 Shares
|
||
54.70%
|
||
700 13 380 Shares plus 1 out of 13 to
|
||
receive additional 20 Shares
|
||
54.51%
|
||
800 14 420 Shares plus 11 out of 14 to
|
||
receive additional 20 Shares
|
||
54.46%
|
||
900 2 480 Shares plus 1 out of 2 to
|
||
receive additional 20 Shares
|
||
54.44%
|
||
1,000 48 540 Shares 54.00%
|
||
2,000 20 1,060 Shares plus 9 out of 20 to
|
||
receive additional 20 Shares
|
||
53.45%
|
||
3,000 12 1,600 Shares 53.33%
|
||
4,000 8 2,120 Shares plus 4 out of 8 to
|
||
receive additional 20 Shares
|
||
53.25%
|
||
5,000 4 2,660 Shares 53.20%
|
||
6,000 4 3,180 Shares plus 2 out of 4 to
|
||
receive additional 20 Shares
|
||
53.17%
|
||
7,000 3 3,720 Shares 53.14%
|
||
8,000 2 4,240 Shares plus 1 out of 2 to
|
||
receive additional 20 Shares
|
||
53.13%
|
||
10,000 7 5,300 Shares plus 2 out of 7 to
|
||
receive additional 20 Shares
|
||
53.06%
|
||
20,000 4 10,600 Shares plus 2 out of 4 to
|
||
receive additional 20 Shares
|
||
53.05%
|
||
2,408 Total number of Pool A
|
||
successful applicants: 1,872
|
||
|
||
POOL B
|
||
40,000 1 40,000 Shares 100.00%
|
||
50,000 1 50,000 Shares 100.00%
|
||
80,000 1 80,000 Shares 100.00%
|
||
3 Total number of Pool B
|
||
successful applicants: 3
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
|
||
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
|
||
Stock Exchange trading fee payable.
|
||
|
||
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 does not constitute an offer to sell or the solicitation of an offer to buy nor shall
|
||
there be any sale of Offer Shares in any jurisdiction in which such offer, solicitation or sales would
|
||
be unlawful. This announcement is not for release, publication or distribution, directly or indirectly,
|
||
in or into the United States or any other jurisdiction where such distribution is prohibited by law, nor
|
||
is this announcement an offer for sale or solicitation to purchase or subscribe for securities in the United
|
||
States or any other jurisdictions. The Offer Shares have not been, and will not be, registered under the
|
||
United States Securities Act of 1933, as amended from time to time (the “U.S. Securities Act”), or
|
||
any applicable state securities laws in the United States, and may not be offered, sold, pledged or
|
||
transferred within the United States or to, or for the account or benefit of U.S. persons (as defined
|
||
in Regulation S under the U.S. Securities Act (the “Regulation S ”)) except in transactions exempt
|
||
from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are
|
||
being offered and sold outside the United States in offshore transactions in accordance with Regulation
|
||
S. There will be no public offering of the securities of the Company 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 November 28, 2024 issued by Shanghai REFIRE Group
|
||
Limited for detailed information about the Global Offering described below before deciding whether
|
||
or not to invest in the H Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Sole Sponsor and the Joint Overall
|
||
Coordinator s (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
|
||
terminate the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any
|
||
of the events set out in the section headed “Underwriting – Underwriting Arrangements and Expenses
|
||
– The Hong Kong Public Offering – Grounds for Termination” in the Prospectus at any time prior to
|
||
8.00 a.m. (Hong Kong time) o n the Listing Date (which is currently expected to be on December 6,
|
||
2024).
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
PUBLIC FLOAT
|
||
|
||
Immediately following the completion of the Global Offering (before the exercise of the Over- allotment
|
||
Option and the options granted under the Pre -IPO Share Option Scheme), an aggregate of 37,744,163 H
|
||
Shares or approximately 43.82% of the total issued share capital of the Company will be held in the public
|
||
hands. Therefore, the number of H Shares in the public hands represents no less than 25% of the total issued
|
||
share capital of the Company, satisfying the minimum percentage requirement in compliance with Rule
|
||
8.08(1) of the Listing Rules.
|
||
|
||
The Directors confirm that, immediately following the completion of the Global Offering (before the exercise
|
||
of the Over-allotment Option and the options granted under the Pre-IPO Share Option Scheme), (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 do not hold more than 50% of the Shares held in the
|
||
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 Friday , December 6, 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 – The Hong
|
||
Kong Public Offering – Grounds for Termination” in the Prospectus has not been exercised. Investors who
|
||
trade the H Shares on the basis of publicly available allocation details prior to the receipt of H Share
|
||
certificates or prior to the H Share certificates becoming valid evidence of title do so entirely at their own
|
||
risk.
|
||
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Friday, December 6,
|
||
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 Friday, December 6, 2024 (Hong Kong time). The H Shares will be traded in board lots of
|
||
20 H Shares each, and the stock code of the H Shares will be 2570.
|
||
|
||
|
||
By order of the Board
|
||
Shanghai REFIRE Group Limited
|
||
Mr. LIN Qi
|
||
Chairman of the Board
|
||
|
||
|
||
Hong Kong, December 5, 2024
|
||
|
||
As at the date of this announcement, the Board comprises Mr. LIN Qi, Dr. HU Zhe, Ms. MA Audrey Jing
|
||
Nan, Dr. ZHAI Shuang and Mr. ZHAO Yongsheng as executive Directors; Mr. LIU Huiyou as non-executive
|
||
Director; and Mr. LI Wei, Dr. QIAN Meifen and Mr. CHEN Fei as independent non-executive Directors.
|