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.
1465 lines
65 KiB
Plaintext
1465 lines
65 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong
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Kong Securities Clearing Company Limited (“ HKSCC”) take no responsibility for the contents of this announcement, make no
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representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
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from or in reliance upon the whole or any part of the contents of this announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in
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the prospectus dated November 7, 2025 (the “ Prospectus ”) issued by CNGR Advanced Material Co., Ltd. (the “ Company”).
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or
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subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed
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information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer
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Shares. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information in the
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Prospectus.
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This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its
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territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute
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or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction.
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The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended from time
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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,
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sold, pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration
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requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares
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are being offered and sold (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act
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pursuant to an exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore transactions
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in reliance on Regulation S under the U.S. Securities Act.
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In connection with the Global Offering Morgan Stanley Asia Limited as stabilizing manager (the “ Stabilizing Manager ”), or
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any person acting for it, on behalf of the Underwriters, the extent permitted by the applicable laws and regulatory requirements
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of Hong Kong or elsewhere, may over-allocate or effect transactions with a view to stabilizing or supporting the market price
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of the H Shares at such price, in such amounts and in such manners as the Stabilizing Manager or any person acting for it may
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determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However,
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there is no obligation on the Stabilizing Manager, or any person acting for it to conduct any such stabilizing action, which, if
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commenced, will be done at the sole and absolute discretion of the Stabilizing Manager, or any person acting for it, and in what
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the Stabilizing Manager reasonably regards as the best interest of our Company and may be discontinued at any time. Any such
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stabilizing action is required to be brought to an end on the 30th day after the last day for the lodging of applications under
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the Hong Kong Public Offering. Such stabilizing action, if taken, may be effected in all jurisdictions where it is permissible
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to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and
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Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures
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Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that stabilizing action cannot be taken to support the price of the H Shares for longer than
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the stabilization period which begins on the Listing Date and is expected to expire on the 30th day after the last day for the
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lodging of applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, and
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demand for the H Shares and the price of the H 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 the
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Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not resident in Hong
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Kong. Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall Coordinators (for themselves
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and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
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Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting —
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Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” in the Prospectus at any
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time prior to 8:00 a.m. (Hong Kong time) on the Listing Date.
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--- page 2 ---
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2
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CNGR Advanced Material Co., Ltd.
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ʮ̡
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(A joint stock company incorporated in the People’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 104,225,400 H Shares (subject to
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the Over-allotment Option)
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Number of Hong Kong Offer Shares : 10,422,600 H Shares (subject to
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reallocation)
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Number of International Offer Shares : 93,802,800 H Shares (subject to
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reallocation and the Over-allotment
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Option)
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Final Offer Price : HK$34.00 per H Share, plus brokerage
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of 1.0%, SFC transaction levy of
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0.0027%, Stock Exchange trading fee of
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0.00565% and AFRC transaction
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levy of 0.00015% (payable in full on
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application in Hong Kong dollars and
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subject to refund)
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Nominal value : RMB1.00 per H Share
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Stock code : 2579
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners
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and Joint Lead Manager
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Joint Bookrunners and Joint Lead Managers
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Joint Lead Managers
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--- page 3 ---
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3
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CNGR Advanced Material Co., Ltd.
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE
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AND ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated November 7, 2025 (the “ Prospectus ”) issued by
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CNGR Advanced Material Co., Ltd. (the “ Company”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares
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could move substantially even with a small number of H Shares traded and should exercise
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extreme caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 2579
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Stock short name CNGR
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Dealings commencement date November 17, 2025*
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* See note at the end of this announcement
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Price Information
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Final Offer Price HK$34.00
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Maximum Offer Price HK$37.80
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Offer Shares and Share Capital
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Number of Offer Shares 104,225,400
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Final Number of Offer Shares in Hong Kong Public Offering 10,422,600
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Final Number of Offer Shares in International Offering 93,802,800
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Number of issued shares upon Listing
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(before exercise of the Over-allotment Option) 1,042,253,858
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Note:
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(1) The number of issued Shares includes 29,832,872 repurchased A Shares which are held by our Company as treasury
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shares.
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--- page 4 ---
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4
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Over-allocation
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No. of Offer Shares over-allocated 15,633,800
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— International Offering 15,633,800
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through
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deferred delivery or a combination of these means. In the event the Over-allotment Option is
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exercised, an announcement will be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) 3,543,663,600
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Less: Estimated listing expenses payable based on Final Offer Price 111,053,825
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Net proceeds 3,432,609,775
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Note: Gross proceeds refers to the amount to which the Company is entitled to receive. For details of the use of proceeds,
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please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. The Company will adjust the
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allocation of the net proceeds from the exercise of the Over-allotment Option (if any) for the purposes as set out in the
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section headed “Future Plans and Use of Proceeds” of the Prospectus on a pro rata basis.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 40,241
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No. of successful applications 13,792
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Subscription level 27.90 times
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Claw-back triggered No
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No. of Offer Shares initially available under the Hong Kong
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Public Offering 10,422,600
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Final no. of Offer Shares under the Hong Kong Public Offering 10,422,600
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% of Offer Shares under the Hong Kong Public Offering to
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the Global Offering 10%
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Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
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http://www.hkeipo.hk/iporesult to perform a search by name or identification number or http://www.hkeipo.hk/iporesult for
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the full list of allottees.
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--- page 5 ---
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5
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INTERNATIONAL OFFERING
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No. of placees 81
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Subscription Level 4.08 times
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No. of Offer Shares initially available under the
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International Offering 93,802,800
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Final no. of Offer Shares under the International Offering 93,802,800
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% of Offer Shares under the International Offering to
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the Global Offering 90%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the
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Offer Shares subscribed by the placees and the public have been financed directly or indirectly
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by the Company, any of the Directors, chief executive of the Company, Controlling Shareholders,
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substantial Shareholders, existing Shareholders or any of its subsidiaries or their respective close
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associates; and (ii) none of the placees and the public who have purchased the Offer Shares are
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accustomed to taking instructions from the Company, any of the Directors, chief executive of the
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Company, Controlling Shareholders, substantial Shareholders, existing Shareholders or any of its
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subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or
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other disposition of H Shares registered in his/her/its name or otherwise held by him/her/it.
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--- page 6 ---
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6
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor
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No. of Offer
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Shares
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allocated
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Notes 1, 2
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% of total
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issued H
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Shares after the
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Global
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Offering
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Note 1
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% of total
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issued share
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capital after
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the Global
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Offering
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Note 1
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Existing
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shareholders
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or their close
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associates
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Guizhou New Industrialization
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Development Equity Investment
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Fund Partnership (Limited
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Partnership) (ۨ
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ږ
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Υྫ )
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(“Guizhou New Industrialization”)
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Note 3
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22,159,800 21.26% 2.13% Yes
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Pointer Investment (Hong Kong)
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Limited (ಥ
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ʮ̡) (“Pointer Investment ”) 6,383,400 6.12% 0.61% No
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CALB Group Co., Ltd.
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(΅
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ʮ̡) (“CALB Group ”) 4,523,000 4.34% 0.43% No
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Dongsheng Pulead Technology
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and Guotai Junan Investments
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(Hong Kong) Limited
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(in connection with Dongsheng
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Pulead OTC Swaps) 3,426,400 3.29% 0.33% No
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NR 1 SP 3,426,400 3.29% 0.33% No
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Shanghai Gaoyi and Huatai
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Capital Investment Limited
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(in connection with
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Gaoyi OTC Swaps) 2,512,800 2.41% 0.24% Yes
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Hunan Xingxiang Emerging Industry
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Investment Fund Partnership
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(Limited Partnership)
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(ږ
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Υྫ)
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(“Hunan Xingxiang Emerging
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Industry Parent Fund ”) 2,284,200 2.19% 0.22% Yes
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--- page 7 ---
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7
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Investor
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No. of Offer
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Shares
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allocated
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Notes 1, 2
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% of total
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issued H
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Shares after the
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Global
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Offering
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Note 1
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% of total
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issued share
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capital after
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the Global
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Offering
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Note 1
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Existing
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shareholders
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or their close
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associates
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Lens International (HK) Limited
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(ʮ̡ )
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(“Lens Hong Kong ”) 2,284,200 2.19% 0.22% No
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Sunwoda Treasury Hong Kong)
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Limited (༺ৌ༟
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ʮ̡)
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(“Sunwoda Treasury ”) 1,595,800 1.53% 0.15% Yes
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Total 48,596,000 46.63% 4.66%
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Notes:
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(1) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under
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the Global Offering. The figures assume that the Over-allotment Option is not exercised. The calculation of the percentage
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to the total issued share capital after the Global Offering also includes 29,832,872 A Shares repurchased and held in our
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Company’s stock repurchase account as treasury shares.
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(2) In addition to the Offer Shares subscribed for as Cornerstone Investors, Pointer Investment, NR 1 SP, Shanghai Gaoyi and
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Huatai Capital Investment Limited (in connection with Gaoyi OTC Swaps), Hunan Xingxiang Emerging Industry Parent
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Fund, Lens Hong Kong and Sunwoda Treasury and/or their close associates were allocated further Offer Shares as placees
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in the International Offering. Please refer to the section headed “Allotment Results Details — International Offering
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— Allotees with Waivers/Consents Obtained” in this announcement for details. Only the Offer Shares subscribed for as
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Cornerstone Investors are subject to lock-up as indicated below. For details, please refer to the section headed “Lock-up
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Undertakings — Cornerstone Investors” in this announcement.
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(3) The exact number of H Shares allocated was determined based on the exchange rate as prescribed in the relevant
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cornerstone investment agreement.
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(4) The number of Shares in the table above does not take into account the A Shares held by the investors set out above.
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Allotees with waiver/consents obtained
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Investor
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No. of Offer
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Shares
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allocated
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Note 2
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% of 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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Note 2
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% of total
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issued share
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capital after
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the Global
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Offering
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Note 2
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Relationship
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Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent
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under paragraph 1C(2) of the Appendix F1 of the Listing Rules in relation to allocation of H
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Shares to Existing Minority Shareholders and Their Close Associates
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Note 1
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Guizhou New
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Industrialization
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Note 4
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22,159,800 21.26% 2.13%
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An existing
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shareholder and
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Cornerstone
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Investor
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Note 2
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Ultimate Client (Gaoyi) 2,512,800 2.41% 0.24%
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An existing
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shareholder and
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ultimate client
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of back-to-back
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total return
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swap with
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a Cornerstone
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Investor
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Note 2
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--- page 8 ---
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8
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Investor
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No. of Offer
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Shares
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allocated
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Note 2
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% of total
|
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issued H
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Shares after
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the Global
|
||
Offering
|
||
Note 2
|
||
% of total
|
||
issued share
|
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capital after
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the Global
|
||
Offering
|
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Note 2
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Relationship
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Allotee with consent under paragraph 18 of Chapter 4.15 of the Guide in relation to allocation
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of Offer Shares to certain existing shareholders and Cornerstone Investor and/or their close
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associates
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Note 3
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Pointer Investment 3,191,000 3.06% 0.31%
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A Cornerstone
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Investor
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Note 2
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NR 1 SP 480,200 0.46% 0.05%
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A Cornerstone
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Investor
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Note 2
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Perseverance Asset Management
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International (Singapore) Pte.
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Ltd. (“Perseverance ”), 2,485,400 2.38% 0.24%
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a close associate
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of Ultimate
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Client (Gaoyi),
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an existing
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shareholder and
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ultimate client of
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back-to-back
|
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total return swap
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with a
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Cornerstone
|
||
Investor
|
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Note 2
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Hunan Xingxiang Emerging
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Industry Parent Fund 456,800 0.44% 0.04%
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An existing
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||
shareholder and
|
||
Cornerstone
|
||
Investor
|
||
Note 2
|
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Lens Hong Kong 2,284,200 2.19% 0.22%
|
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A Cornerstone
|
||
Investor
|
||
Note 2
|
||
Sunwoda Treasury 146,800 0.14% 0.01%
|
||
An existing
|
||
shareholder and
|
||
Cornerstone
|
||
Investor
|
||
Note 2
|
||
Allotees with consent under paragraph 1C(1) of Appendix F1 of the Listing Rules and Chapter
|
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4.15 of the Guide in relation to allocations to connected client
|
||
Note 5
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Huatai Capital Investment
|
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Limited (“ HTCI”) 9,822,200 9.42% 0.94%
|
||
Connected
|
||
client
|
||
Shenwan Hongyuan
|
||
(International) Holdings
|
||
Limited (“ SWHY
|
||
International ”) 228,600 0.22% 0.02%
|
||
Connected
|
||
client
|
||
Fullgoal Fund Management
|
||
Co., Ltd.
|
||
(ʮ̡ )
|
||
(“Fullgoal”) 456,800 0.44% 0.04%
|
||
Connected
|
||
client
|
||
|
||
|
||
--- page 9 ---
|
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9
|
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Investor
|
||
No. of Offer
|
||
Shares
|
||
allocated
|
||
Note 2
|
||
% of total
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
Note 2
|
||
% of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
Note 2
|
||
Relationship
|
||
HSBC Global Asset
|
||
Management (Hong Kong)
|
||
Limited (“ HSBC GAM ”) 4,570,400 4.39% 0.44%
|
||
Connected
|
||
client
|
||
Mirae Asset Securities Co., Ltd.
|
||
(“Mirae Securities ”) 342,600 0.33% 0.03%
|
||
Connected
|
||
client
|
||
Notes:
|
||
(1) 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 1C(2) of Appendix F1 of the Listing Rules to permit H Shares in the International
|
||
Offering to be placed to certain Existing Minority Shareholders. Please refer to the section headed “Waivers from Strict
|
||
Compliance with the Listing Rules — Allocation of H Shares to Existing Minority Shareholders and their Close Associates”
|
||
of the Prospectus for details.
|
||
To the best knowledge, information and belief of the Company after due enquiry, details of the allocations to the Existing
|
||
Minority Shareholder holding more than 1% of the issued share capital of the Company immediately prior to the completion
|
||
of the Global Offering have been disclosed in this announcement.
|
||
(2) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under
|
||
the Global Offering. The figures assume that the Over-allotment Option is not exercised. The calculation of the percentage
|
||
to the total issued share capital after the Global Offering also includes 29,832,872 repurchased A Shares which are held by
|
||
our Company as treasury shares.
|
||
(3) The number of Offer Shares allocated to such investors only represents the number of Offer Shares allocated to the
|
||
investors as placees in the International Offering. For allocations of Offer Shares to the investor as Cornerstone Investors,
|
||
please refer to the section headed “Allotment Results Details — International Offering — Cornerstone Investors” in this
|
||
announcement. For details of the consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in
|
||
relation to allocations of further H Shares to Cornerstone investors and/or their close associates, please refer to the section
|
||
headed “Others/Additional Information — Allocations of Offer Shares to certain Cornerstone Investor with a consent under
|
||
Chapter 4.15 of the Guide” in this announcement.
|
||
(4) The exact number of H Shares allocated was determined based on the exchange rate as prescribed in the relevant
|
||
cornerstone investment agreement.
|
||
(5) The number of Offer Shares allocated to such investors represents the number of Offer Shares allocated to the investors
|
||
as placees in the International Offering as well as the number of Offer Shares allocated to the investors as Cornerstone
|
||
Investors. For allocations of Offer Shares to the investor as Cornerstone Investors, please refer to the section headed
|
||
“Allotment Results Details — International Offering — Cornerstone Investors” in this announcement. For details of
|
||
the consent under Paragraph 1C(1) of Appendix F1 of the Listing Rules and Chapter 4.15 of the Guide for new listing
|
||
applicants in relation to allocation of Offer Shares to connected clients, please refer to the section headed "Others/
|
||
Additional Information — Placing to connected clients with a prior consent under paragraph 1C(1) of Appendix F1 of the
|
||
Listing Rules” in this announcement.
|
||
(6) The number of Shares in the table above does not take into account the A Shares held by the investors set out above.
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of
|
||
H Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
total issued
|
||
H Shares
|
||
after the
|
||
Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
Note 2
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
Note 2
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings
|
||
Mr. Deng
|
||
Note 5
|
||
29,570,194 — — 2.84% May 15, 2026
|
||
(First Six-Month
|
||
Period)
|
||
Note 3
|
||
November 16, 2026
|
||
(Second Six Month
|
||
Period)
|
||
Note 4
|
||
Zhongwei Holding
|
||
Note 5
|
||
481,600,000 — — 46.21% May 15, 2026
|
||
(First Six-Month
|
||
Period)
|
||
Note 3
|
||
November 16, 2026
|
||
(Second Six Month
|
||
Period)
|
||
Note 4
|
||
Hongxin Chengda 17,052,000 — — 1.64% May 15, 2026
|
||
(First Six-Month
|
||
Period)
|
||
Note 3
|
||
November 16, 2026
|
||
(Second Six Month
|
||
Period)
|
||
Note 4
|
||
Total 528,222,194 — — 50.68%
|
||
Notes:
|
||
(1) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under
|
||
the Global Offering.
|
||
(2) Assuming the Over-allotment Option is not exercised.
|
||
(3) The Controlling Shareholders may dispose of or transfer Shares after the indicated date subject to that the Controlling
|
||
Shareholders will not cease to be a Controlling Shareholder.
|
||
(4) The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after the indicated date.
|
||
(5) In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month period ends on
|
||
May 15, 2026 and for the second six-month period, on November 16, 2026.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Cornerstone Investors
|
||
Name
|
||
Number of
|
||
shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Number of
|
||
H Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
% of
|
||
total issued
|
||
H Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
ndertakings
|
||
upon
|
||
Listing
|
||
Note 2
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon
|
||
Listing
|
||
Note 2
|
||
Last day
|
||
subject to the
|
||
lock-up
|
||
undertakings
|
||
Note 3
|
||
Guizhou New
|
||
Industrialization
|
||
Note 4
|
||
22,159,800 22,159,800 21.26% 2.13% May 15, 2026
|
||
Pointer Investment 6,383,400 6,383,400 6.12% 0.61% May 15, 2026
|
||
CALB Group 4,523,000 4,523,000 4.34% 0.43% May 15, 2026
|
||
Dongsheng Pulead
|
||
Technology and Guotai
|
||
Junan Investments
|
||
(Hong Kong) Limited
|
||
(in connection with
|
||
Dongsheng Pulead OTC
|
||
Swaps)
|
||
3,426,400 3,426,400 3.29% 0.33% May 15, 2026
|
||
NR 1 SP 3,426,400 3,426,400 3.29% 0.33% May 15, 2026
|
||
Shanghai Gaoyi and Huatai
|
||
Capital Investment
|
||
Limited (in connection
|
||
with Gaoyi OTC Swaps)
|
||
2,512,800 2,512,800 2.41% 0.24% May 15, 2026
|
||
Hunan Xingxiang Emerging
|
||
Industry Parent Fund
|
||
2,284,200 2,284,200 2.19% 0.22% May 15, 2026
|
||
Lens Hong Kong 2,284,200 2,284,200 2.19% 0.22% May 15, 2026
|
||
Sunwoda Treasury 1,595,800 1,595,800 1.53% 0.15% May 15, 2026
|
||
Total 48,596,000 48,596,000 46.63% 4.66%
|
||
Notes:
|
||
(1) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under
|
||
the Global Offering.
|
||
(2) Assuming the Over-allotment Option is not exercised.
|
||
(3) In accordance with the relevant cornerstone investment agreements, the required lock-up ends on May 15, 2026. The
|
||
Cornerstone Investors will cease to be prohibited from disposing of or transferring H Shares after the indicated date.
|
||
(4) The exact number of H Shares allocated was determined based on the exchange rate as prescribed in the relevant
|
||
cornerstone investment agreement.
|
||
(5) For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors” in the
|
||
Prospectus.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of
|
||
total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of
|
||
total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Top 1 22,159,800 23.62% 20.25% 21.26% 18.49% 22,159,800 2.13% 2.09%
|
||
Top 5 48,612,200 51.82% 44.42% 46.64% 40.56% 48,612,200 4.66% 4.60%
|
||
Top 10 68,965,600 73.52% 63.02% 66.17% 57.54% 68,965,600 6.62% 6.52%
|
||
Top 25 94,538,800 100.78% 86.39% 90.71% 78.87% 94,538,800 9.07% 8.94%
|
||
Note: Ranking of placees is based on the number of H Shares allotted to the places.
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H Shareholders
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued
|
||
H share
|
||
capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of
|
||
the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued
|
||
H share
|
||
capital
|
||
upon Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number
|
||
of Shares
|
||
held upon
|
||
Listing
|
||
Top 1 22,159,800 23.62% 20.25% 21.26% 18.49% 22,159,800 21.26% 18.49% 41,381,800
|
||
Top 5 48,612,200 51.82% 44.42% 46.64% 40.56% 48,612,200 46.64% 40.56% 92,834,200
|
||
Top 10 68,965,600 73.52% 63.02% 66.17% 57.54% 68,965,600 66.17% 57.54% 113,187,600
|
||
Top 25 94,538,800 100.78% 86.39% 90.71% 78.87% 94,538,800 90.71% 78.87% 141,535,082
|
||
Note: Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
Number of
|
||
Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
fully
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Top 1 0 0.00% 0.00% 0.00% 0.00% 0 558,055,066 53.54% 52.75%
|
||
Top 5 27,158,000 28.95% 24.82% 26.06% 22.66% 27,158,000 674,483,624 64.71% 63.76%
|
||
Top 10 36,732,400 39.16% 33.57% 35.24% 30.65% 36,732,400 723,905,143 69.46% 68.43%
|
||
Top 25 70,022,800 74.65% 63.98% 67.18% 58.42% 70,022,800 799,908,549 76.75% 75.61%
|
||
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, a total of 40,241 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below:
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
Pool A
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
200 18,766 1,877 out of 18,766 applicants to receive 200 H Shares 10.00%
|
||
400 4,096 692 out of 4,096 applicants to receive 200 H Shares 8.45%
|
||
600 2,073 476 out of 2,073 applicants to receive 200 H Shares 7.65%
|
||
800 1,193 341 out of 1,193 applicants to receive 200 H Shares 7.15%
|
||
1,000 1,813 612 out of 1,813 applicants to receive 200 H Shares 6.75%
|
||
1,200 696 270 out of 696 applicants to receive 200 H Shares 6.47%
|
||
1,400 442 193 out of 442 applicants to receive 200 H Shares 6.24%
|
||
1,600 353 170 out of 353 applicants to receive 200 H Shares 6.02%
|
||
1,800 282 149 out of 282 applicants to receive 200 H Shares 5.87%
|
||
2,000 2,809 1,601 out of 2,809 applicants to receive 200 H Shares 5.70%
|
||
3,000 1,223 947 out of 1,223 applicants to receive 200 H Shares 5.16%
|
||
4,000 825 794 out of 825 applicants to receive 200 H Shares 4.81%
|
||
5,000 614 200 H Shares plus 86 out of 614 applicants to receive
|
||
an additional 200 H Shares
|
||
4.56%
|
||
6,000 496 200 H Shares plus 153 out of 496 applicants to receive
|
||
an additional 200 H Shares
|
||
4.36%
|
||
7,000 262 200 H Shares plus 123 out of 262 applicants to receive
|
||
an additional 200 H Shares
|
||
4.20%
|
||
8,000 325 200 H Shares plus 204 out of 325 applicants to receive
|
||
an additional 200 H Shares
|
||
4.07%
|
||
9,000 188 200 H Shares plus 146 out of 188 applicants to receive
|
||
an additional 200 H Shares
|
||
3.95%
|
||
10,000 1,317 200 H Shares plus 1,217 out of 1,317 applicants to
|
||
receive an additional 200 H Shares
|
||
3.85%
|
||
20,000 706 600 H Shares plus 176 out of 706 applicants to receive
|
||
an additional 200 H Shares
|
||
3.25%
|
||
30,000 375 800 H Shares plus 155 out of 375 applicants to receive
|
||
an additional 200 H Shares
|
||
2.94%
|
||
40,000 250 1,000 H Shares plus 122 out of 250 applicants to receive
|
||
an additional 200 H Shares
|
||
2.74%
|
||
50,000 177 1,200 H Shares plus 88 out of 177 applicants to receive
|
||
an additional 200 H Shares
|
||
2.60%
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
60,000 100 1,400 H Shares plus 46 out of 100 applicants to receive
|
||
an additional 200 H Shares
|
||
2.49%
|
||
70,000 82 1,600 H Shares plus 31 out of 82 applicants to receive
|
||
an additional 200 H Shares
|
||
2.39%
|
||
80,000 75 1,800 H Shares plus 20 out of 75 applicants to receive
|
||
an additional 200 H Shares
|
||
2.32%
|
||
90,000 45 2,000 H Shares plus 6 out of 45 applicants to receive
|
||
an additional 200 H Shares
|
||
2.25%
|
||
100,000 342 2,000 H Shares plus 329 out of 342 applicants to receive
|
||
an additional 200 H Shares
|
||
2.19%
|
||
|
||
Total 39,925 Total number of Pool A successful applicants: 13,476
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Pool B
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
200,000 159 7,800 H Shares 3.90%
|
||
300,000 39 11,600 H Shares 3.87%
|
||
400,000 29 15,200 H Shares 3.80%
|
||
500,000 21 18,800 H Shares 3.76%
|
||
600,000 11 22,000 H Shares 3.67%
|
||
700,000 7 25,600 H Shares 3.66%
|
||
800,000 5 28,800 H Shares 3.60%
|
||
900,000 6 32,200 H Shares 3.58%
|
||
1,000,000 30 35,600 H Shares 3.56%
|
||
2,000,000 5 71,000 H Shares 3.55%
|
||
3,000,000 3 106,000 H Shares 3.53%
|
||
5,211,200 1 183,600 H Shares 3.52%
|
||
|
||
Total 316 Total number of Pool B successful applicants: 316
|
||
|
||
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.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocation of H Shares to Existing Minority Shareholders and Their Close Associates
|
||
As disclosed in the Prospectus, the Company has applied to the Stock Exchange for, and the Stock
|
||
Exchange has granted to us, a waiver from strict compliance with the requirements under Rule
|
||
10.04 and consent under Paragraph 1C(2) of Appendix F1 to the Listing Rules to permit H Shares
|
||
in the International Offering to be placed to certain existing minority Shareholders who (i) hold
|
||
less than 5% of the total number of A Shares in issue of the Company prior to the completion of
|
||
the Global Offering, (ii) are not and will not become (upon the completion of the Global Offering)
|
||
core connected persons of our Company or the close associates of any such core connected person
|
||
(together, the “ Existing Minority Shareholders ”) and (iii) do not have the power to appoint a
|
||
Director and/or have any other special rights, subject to the conditions as follows:
|
||
(i) each Existing Minority Shareholder to whom the Company may allocate the H Shares in
|
||
the International Offering holds less than 5% of the total number of A Shares in issue of the
|
||
Company before Listing;
|
||
(ii) each Existing Minority Shareholder is not, and will not be, a core connected person of the
|
||
Company or any close associate of any such core connected person immediately prior to or
|
||
following the Global Offering;
|
||
(iii) none of the Existing Minority Shareholders has the right to appoint a Director and/or has any
|
||
other special rights;
|
||
(iv) allocation to the Existing Minority Shareholders or their close associates will not affect the
|
||
Company’s ability to satisfy the public float requirement as prescribed by the Hong Kong
|
||
Stock Exchange under Rule 8.08 (as amended and replaced by Rule 19A.13A) of the Listing
|
||
Rules or otherwise approved by the Stock Exchange;
|
||
(v) the Joint Sponsors and Overall Coordinators will confirm to the Hong Kong Stock Exchange
|
||
that based on (a) the discussions amongst the Company, the Joint Sponsors and the Overall
|
||
Coordinators; and (b) the confirmations provided to the Stock Exchange by the Company, the
|
||
Joint Sponsors and the Overall Coordinators (including this confirmation and confirmations
|
||
(vi) and (vii) mentioned below), and to the best of their knowledge and belief, they have no
|
||
reason to believe that the Existing Minority Shareholders or their close associates received
|
||
any preferential treatment, either as cornerstone investors or as placees by virtue of their
|
||
relationship with the Company, other than, in the case of participation as cornerstone
|
||
investors, the preferential treatment of assured entitlement under a cornerstone investment
|
||
following the principles set out in Chapter 4.15 of the Guide, and details of allocation to
|
||
the Existing Minority Shareholders holding more than 1% of the issued share capital of the
|
||
Company immediately prior to the completion of the Global Offering, and/or their close
|
||
associates will be disclosed in the Prospectus (for cornerstone investors, if any) and allotment
|
||
results announcement (for both cornerstone investors and placees) of the Company;
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
(vi) the Company will confirm to the Stock Exchange in writing that:
|
||
(a) in the case of participation as cornerstone investors, no preferential treatment has been,
|
||
nor will be, given to the Existing Minority Shareholders or their close associates by
|
||
virtue of their relationship with the Company, other than the preferential treatment of
|
||
assured entitlement under a cornerstone investment following the principles set out in
|
||
Chapter 4.15 of the Guide, nor is the Existing Minority Shareholder in a position to
|
||
exert influence on the Company to obtain actual or perceived preferential treatment, and
|
||
the Existing Minority Shareholders or their close associates’ cornerstone investment
|
||
agreements do not contain any material terms which are more favorable to the Existing
|
||
Minority Shareholders or their close associates than those in other cornerstone investment
|
||
agreements; or
|
||
(b) in the case of participation as placees, no preferential treatment has been, nor will be,
|
||
given to the Existing Minority Shareholders or their close associates, nor is the Existing
|
||
Minority Shareholder in a position to exert influence on the Company to obtain actual or
|
||
perceived preferential treatment, by virtue of their relationship with our Company in any
|
||
allocation in the placing tranche; and
|
||
(vii) in the case of participation as placees, the Overall Coordinators will confirm to the Stock
|
||
Exchange that, to the best of their knowledge and belief, no preferential treatment has been,
|
||
nor will be, given to the Existing Minority Shareholders or their close associates by virtue of
|
||
their relationship with the Company in any allocation in the placing tranche.
|
||
Among the Cornerstone Investors, Hunan Xingxiang Emerging Industry Parent Fund, Sunwoda
|
||
Treasury, Guizhou New Industrialization and the Ultimate Client (Gaoyi) were Existing Minority
|
||
Shareholders holding approximately 0.08%, 0.21%, 2.05% and 2.29% of the issued share capital
|
||
of the Company, respectively, as of September 30, 2025. As confirmed by the Existing Minority
|
||
Shareholders, each of Hunan Xingxiang Emerging Industry Parent Fund and Sunwoda Treasury
|
||
holds less than 1% of the issued share capital of the Company as of the date of the Prospectus, and
|
||
each of Guizhou New Industrialization and the Ultimate Client (Gaoyi) holds less than 5% of the
|
||
issued share capital of the Company as of the date of the Prospectus.
|
||
Please refer to the section headed “Waiver from Strict Compliance with the Listing Rules —
|
||
Allocation of H Shares to Existing Minority Shareholders and Their Close Associates” in the
|
||
Prospectus for further details of the waiver and consent.
|
||
Each of the Joint Sponsors and the Company has provided the required confirmations as disclosed
|
||
in the Prospectus. In particular, as the Company’s A Shares are listed on the Shenzhen Stock
|
||
Exchange and that the Company has a large and widely dispersed public A Share shareholder base,
|
||
disclosure of details of allocations to all Existing Minority Shareholders will not be meaningful to
|
||
investors, and the proposed disclosure threshold, i.e. condition (e) of the waiver and consent which
|
||
provides that details of the allocation to the Existing Minority Shareholders holding more than
|
||
1% of the issued share capital of the Company immediately prior to the completion of the Global
|
||
Offering will be disclosed in this announcement, is appropriate. Allocation made to such Existing
|
||
Minority Shareholders holding more than 1% of the issued share capital of the Company has been
|
||
made in this announcement.
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
The allocation of Offer Shares to such Existing Minority Shareholders is in compliance with all the
|
||
conditions under the waiver/consent granted by the Stock Exchange.
|
||
Allocations of Offer Shares to certain existing shareholders and Cornerstone Investor and/or
|
||
their close associates with a consent under paragraph 18 of Chapter 4.15 of the Guide
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under paragraph
|
||
18 of Chapter 4.15 of the Guide to permit the Company to allocate further Offer Shares in the
|
||
International Offering to existing shareholders and certain Cornerstone Investors and/or their
|
||
respective close associates (the “ Size-based Exemption Participants ”, and each a “ Size-based
|
||
Exemption Participant ”) as placees, subject to the following conditions:
|
||
(a) the minimum estimated size of the Global Offering is approximately HK$3.5 billion. The final
|
||
offering size of the Global Offering, excluding any over-allocation, will therefore significantly
|
||
exceed HK$1 billion;
|
||
(b) Offer Shares allocated to all existing shareholders and their close associates (whether as
|
||
cornerstone investors and/or as placees) as permitted under the exemption granted by the Stock
|
||
Exchange will not exceed 30% of the total number of Shares offered;
|
||
(c) each of the Directors, chief executives and Controlling Shareholders of the Company has
|
||
confirmed that no Offer Shares will be allocated to any of the Directors, chief executives and
|
||
Controlling Shareholders of the Company or their respective close associates, and each of
|
||
them will provide the confirmations upon the completion of the bookbuilding process;
|
||
(d) the Allocation to Size-based Exemption Participants will not affect the Company’s ability to
|
||
satisfy its public float requirement as prescribed by the Stock Exchange under the waiver from
|
||
strict compliance with the requirements of Rule 8.08(1)(a) (as amended and replaced by Rule
|
||
19A.13A) of the Listing Rules; and
|
||
(e) the details of allocation to the Size-based Exemption Participants under the sizebased
|
||
exemption will be disclosed in the allotment results announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted
|
||
by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to certain Cornerstone Investor, please refer to the
|
||
section headed “Allotment Results Details — International Offering — Allotees with Waivers/
|
||
Consents Obtained” in this announcement.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
Placing to connected clients with a prior consent under paragraph 1C(1) of Appendix F1 of the Listing Rules
|
||
The Company has applied to the Stock Exchange, and the Stock Exchange has granted, a consent under paragraph 1C(1) of Appendix F1 of
|
||
the Listing Rules to permit the Company to allocate certain Offer Shares in the International Offering to connected clients. The allocation of
|
||
Offer Shares to such connected client is in compliance with all the conditions under the consent granted by the Stock Exchange. Details of
|
||
the placement to the connected clients are set out below.
|
||
No. Connected distributor Connected client Relationship
|
||
Whether the connected
|
||
clients will hold the
|
||
beneficial interests of
|
||
the Offer Shares
|
||
on a non-discretionary
|
||
basis or discretionary
|
||
basis for independent
|
||
third parties
|
||
Number
|
||
of Offer
|
||
Shares to be
|
||
allocated to
|
||
the connected
|
||
client
|
||
Approximate
|
||
percentage
|
||
of Offer
|
||
Shares
|
||
allocated
|
||
to the
|
||
connected
|
||
client
|
||
Note 2
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
Note 2
|
||
1. Huatai Financial
|
||
Holdings (Hong Kong)
|
||
Limited (“ HTFH”)
|
||
HTCI
|
||
Note 3
|
||
HTCI is a member of
|
||
same group of HTFH
|
||
Non-discretionary basis 9,822,200 9.42% 0.94%
|
||
2. Shenwan Hongyuan
|
||
Securities (H.K.)
|
||
Limited (“ SWHY
|
||
Securities”)
|
||
SWHY International
|
||
Note 4
|
||
SWHY International is
|
||
a major shareholder of
|
||
SWHY Securities
|
||
Non-discretionary basis 228,600 0.22% 0.02%
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
No. Connected distributor Connected client Relationship
|
||
Whether the connected
|
||
clients will hold the
|
||
beneficial interests of
|
||
the Offer Shares
|
||
on a non-discretionary
|
||
basis or discretionary
|
||
basis for independent
|
||
third parties
|
||
Number
|
||
of Offer
|
||
Shares to be
|
||
allocated to
|
||
the connected
|
||
client
|
||
Approximate
|
||
percentage
|
||
of Offer
|
||
Shares
|
||
allocated
|
||
to the
|
||
connected
|
||
client
|
||
Note 2
|
||
Approximate
|
||
percentage
|
||
of total
|
||
issued share
|
||
capital after
|
||
the Global
|
||
Offering
|
||
Note 2
|
||
3. SWHY Securities Fullgoal
|
||
Note 5
|
||
Fullgoal is a member of
|
||
same group of SWHY
|
||
Securities
|
||
Discretionary basis 456,800 0.44% 0.04%
|
||
4. HSBC Broking
|
||
Securities (Asia)
|
||
Limited (“ HSBC
|
||
Securities”)
|
||
HSBC GAM
|
||
Note 6
|
||
HSBC GAM is a
|
||
member of same group
|
||
of HSBC Securitie
|
||
Discretionary basis 4,570,400 4.39% 0.44%
|
||
5. Mirae Asset Securities
|
||
(HK) Limited (“ Mirae
|
||
HK”)
|
||
Mirae Securities
|
||
Note 7
|
||
Mirae HK is wholly-
|
||
owned subsidiary of
|
||
Mirae Securities
|
||
Non-discretionary basis 342,600 0.33% 0.03%
|
||
Notes:
|
||
(1) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under the Global Offering.
|
||
(2) Assuming the Over-allotment Option is not exercised. The calculation does not take into account the A Shares held by the investors set out below.
|
||
(3) For PRC investors: PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public offerings (“ IPOs”) in Hong Kong. However,
|
||
PRC investors are permitted to invest in products issued by appropriate domestic securities firms licensed to undertake cross-border derivatives trading activities. In connection
|
||
with such products, the licensed domestic securities firms, through their Hong Kong affiliates, may participate in Hong Kong IPOs either as placees or cornerstone investors
|
||
(the “ Cross-border Derivatives Trading Regime ”). Huatai Securities Co., Ltd. (“ Huatai Securities ”), the shares of which are listed on both the Shanghai Stock Exchange
|
||
(stock code: 601688) and the Stock Exchange (stock code: 6886), is one of the domestic securities firms licensed to undertake cross-border derivatives trading activities. Huatai
|
||
Securities entered into an ISDA agreement (the “ ISDA Agreement ”) with its indirectly wholly-owned subsidiary, HTCI to set out the principal terms of any future total return
|
||
swap between Huatai Securities and HTCI. HTFH is the Overall Coordinator in connection with the Global Offering. Pursuant to the ISDA Agreement, HTCI, which intends
|
||
to participate in the Global Offering as a placee, will hold the beneficial interest of the Offer Shares on a non-discretionary basis as the single underlying holder under a
|
||
back-to-back total return swap (the “ Back-to-back TRS ”) to be entered by HTCI in connection with a Client TRS (as defined below) placed by and fully funded (i.e. with no
|
||
financing provided by HTCI) by the Huatai Onshore Ultimate Clients (as defined below), by which, HTCI will, subject to customary fees and commissions, pass the full economic
|
||
exposure of the Offer Shares ultimately to the Huatai Onshore Ultimate Clients, which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the Huatai
|
||
Onshore Ultimate Clients. HTFH, the Overall Coordinator, and HTCI are indirectly wholly-owned subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a
|
||
“connected client” of HTFH pursuant to paragraph 1B of the Appendix F1 of the Listing Rules. Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors
|
||
(the “ Huatai Onshore Ultimate Clients ”) cannot directly subscribe for the Offer Shares but may invest in derivative products issued by domestic securities firms licenced to
|
||
undertake cross-border derivatives trading activities, such as Huatai Securities, with the Offer Shares as the underlying assets. Instead of directly subscribing for the Offer
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
Shares, the Huatai Onshore Ultimate Clients will, through their investment managers, place a total return swap order (the “ Client TRS ”) with Huatai Securities in connection
|
||
with the Company’s IPO and Huatai Securities will place a Back-to-back TRS order to HTCI on the terms of the ISDA Agreement. In order to hedge its exposure under the
|
||
Back-to-back TRS, HTCI participates in the Company’s IPO and subscribes the Offer Shares through placing order with HTFH during the International Offering. To the best
|
||
of our knowledge and after making all reasonable enquiries, each of the Huatai Onshore Ultimate Clients is an independent third party of the Company and their respective
|
||
associates. The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back-to-back TRS in connection with the Client TRS order placed by the Huatai Onshore
|
||
Ultimate Clients. Pursuant to the terms of the contracts of the Back-to-back TRS and the Client TRS, during the tenor of the Back-to-back TRS and the Client TRS, subject to
|
||
customary fees and commissions, all economic returns of the Offer Shares will be ultimately passed to the Huatai Onshore Ultimate Clients through the Back-to-back TRS and
|
||
the Client TRS and all economic loss shall be ultimately borne by the Huatai Onshore Ultimate Clients. HTCI will not take any economic return or bear any economic loss in
|
||
relation to the Offer Shares. Investment in the Back-to-back TRS and the Client TRS is similar to the investment in a qualified domestic institutional investor fund (“ QDII”) in
|
||
the way that the Huatai Onshore Ultimate Clients would reap all the economic benefits of the underlying Offer Shares, except that a QDII fund would pass through the exchange
|
||
rate exposure on both the notional value of the investment and the profit and loss of the investment. In contrast, the profit and loss of the Back-to-back TRS and the Client TRS
|
||
factor into account the fluctuation in RMB exchange rate upon termination of the Client TRS by converting the profit and loss using the current exchange rate at the time of
|
||
termination. As such, the Huatai Onshore Ultimate Clients would bear the exchange rate exposure of the profit and loss on settlement date. The Huatai Onshore Ultimate Clients
|
||
may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Client TRS which should be on or after the date on which the Offer
|
||
Shares are listed on the Stock Exchange at their own discretion. Upon the termination upon maturity or early termination of the Client TRS by the Huatai Onshore Ultimate
|
||
Clients, HTCI will dispose the Offer Shares on the secondary market and the Huatai Onshore Ultimate Clients will receive a final settlement amount in cash in accordance
|
||
with the terms and conditions of the Back-to-back TRS and the Client TRS which should have taken into account all the economic returns or economic loss in relation to the
|
||
Offer Shares. If upon the maturity of the Client TRS, the Huatai Onshore Ultimate Clients intend to extend the investment period, subject to further agreement between Huatai
|
||
Securities and the relevant Huatai Onshore Ultimate Clients, the term of the Client TRS could be extended by way of a new issuance or a tenor extension. Accordingly, Huatai
|
||
Securities will extend the term of the Back-to-back TRS by way of a new issuance or a tenor extension. It is proposed that HTCI will hold the legal title and the voting right of the
|
||
Offer Shares by itself, and pass through the economic exposure to the Huatai Onshore Ultimate Clients, each being an onshore client who places a Client TRS order with Huatai
|
||
Securities in connection with the IPO of the Company. HTCI will not exercise the voting right of the Offer Shares during the tenor of the Back-to-back TRS. During the life of the
|
||
Client TRS and Back-to-back TRS, HTCI may continue to hold the Offer Shares in its custodian account, or to hold some or all of the Offer Shares in a prime brokerage account
|
||
for stock borrowing purposes, where HTCI will lend out its holding of underlying Offer Shares in the form of stock borrowing loans consistent with market practice to lower its
|
||
finance costs, provided that HTCI has the ability to call back the Offer Shares on loan at any time in order to satisfy its obligations under the Back-to-back TRS to ensure the
|
||
economic interests are ultimately passed to the Huatai Onshore Ultimate Clients. The onshore Ultimate Clients are Kuanyuan Hongfan No. 5 Private Securities Investment Fund(寬源紅帆
|
||
5號私募證券投資基金), Geyuduo Value Selection No. 1 Private Securities Investment Fund
|
||
(格玉鐸價值精選一號私募證券投資基金), Yige Yuduo Value Select
|
||
No. 5 Private Securities Investment Fund
|
||
(易格玉鐸價值精選五號私募證券投資基金), Wenhengying Zero Vector Private Securities Investment Fund
|
||
(穩恒盈零向量私募
|
||
證券投資基金) and Nanjing Shengquan Hengyuan Investment Co., Ltd. (南京盛泉恒元投資有限公司) with respect to 136,800, 319,800, 3,193,800, 1,889,000 and 913,600
|
||
shares respectively.
|
||
For non-PRC investors: HTFH is the Overall Coordinator in connection with the Global Offering. Pursuant to an ISDA Agreement, HTCI, which intends to participate in the
|
||
Global Offering as a placee, will hold the beneficial interest of the Offer Shares on a non-discretionary basis as the single underlying holder under the Back-to-back TRS to
|
||
be entered by HTCI in connection with a Client TRS placed by and fully funded (i.e. with no financing provided by HTCI) by the Huatai Offshore Ultimate Clients (as defined
|
||
below), by which, HTCI will, subject to customary fees and commissions, pass the full economic exposure of the Offer Shares to the Huatai Offshore Ultimate Clients, which
|
||
in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the Huatai Offshore Ultimate Clients. HTFH, the Overall Coordinator, and HTCI are affiliated
|
||
companies. Accordingly, HTCI is considered as a “connected client” of HTFH pursuant to paragraph 1B of Appendix F1 of the Listing Rules. The offshore investors (the
|
||
“Huatai Offshore Ultimate Clients ”) will place the Client TRS with HTCI in connection with the Company’s IPO. In order to hedge its exposure under the Client TRS, HTCI
|
||
participates in the Company’s IPO and subscribes the Offer Shares through placing order with HTFH during the International Offering. To the best of our knowledge and after
|
||
making all reasonable enquiries, each of the Huatai Offshore Ultimate Clients is an independent third party of the Company and their respective associates. The purpose of
|
||
HTCI to subscribe for the Offer Shares is for hedging the Client TRS order placed by the Huatai Offshore Ultimate Clients. Pursuant to the terms of the Client TRS, during the
|
||
tenor of the Client TRS, subject to customary fees and commissions, all economic returns of the Offer Shares will be passed to the Huatai Offshore Ultimate Clients through the
|
||
Client TRS and all economic loss shall be borne by the Huatai Offshore Ultimate Clients. HTCI will not take any economic return or bear any economic loss in relation to the
|
||
Offer Shares. The Huatai Offshore Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Client TRS which
|
||
should be on or after the date on which the Offer Shares are listed on the Stock Exchange at their own discretion. Upon the termination upon maturity or early termination of
|
||
the Client TRS by the Huatai Offshore Ultimate Clients, HTCI will dispose the Offer Shares on the secondary market and the Huatai Offshore Ultimate Clients will receive a
|
||
final settlement amount of the Client TRS in cash in accordance with the terms and conditions of the Client TRS which should have taken into account all the economic returns
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
or economic loss in relation to the Offer Shares. If upon the maturity of the Client TRS, the Huatai Offshore Ultimate Clients intend to extend the investment period, subject
|
||
to further agreement between HTCI and the relevant Huatai Offshore Ultimate Clients, the term of the Client TRS could be extended by way of a new issuance or a tenor
|
||
extension. It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass through the economic exposure to the Huatai Offshore
|
||
Ultimate Clients, each being a client who places a Client TRS order with HTCI in connection with the IPO of the Company. HTCI will not exercise the voting right of the Offer
|
||
Shares during the tenor of the Client TRS. During the life of the Client TRS, HTCI may continue to hold the Offer Shares in its custodian account, or to hold some or all of the
|
||
Offer Shares in a prime brokerage account for stock borrowing purposes, where HTCI will lend out its holding of underlying Offer Shares in the form of stock borrowing loans
|
||
consistent with market practice to lower its finance costs, provided that HTCI has the ability to call back the Offer Shares on loan at any time in order to satisfy its obligations
|
||
under the Client TRS to ensure the economic interests are ultimately passed to the Huatai Offshore Ultimate Clients. The offshore Ultimate Clients are Mantou Holding Limited
|
||
and HARDROCK INVESTMENT FUND SPC-Basalt Pacific Rim Equity Fund SP with respect to 440,800 and 415,600 shares respectively.
|
||
For Ultimate Client (Gaoyi): HTCI will act as the single counterparty of a back-to-back total return swap transaction (the “ Huatai Back-to-back TRS ”) to be entered into by
|
||
HTCI and Huatai Securities in connection with a total return swap transaction (the “ Huatai Client TRS ”) fully funded by an ultimate client (the “ Ultimate Client (Gaoyi) ”),
|
||
by which HTCI will ultimately pass the full economic return and loss of the Offer Shares placed to HTCI to the Ultimate Client (Gaoyi). HTCI will hold the Offer Shares on a
|
||
non-discretionary basis to hedge the Huatai Back-to-back TRS in connection with the Huatai Client TRS, and will pass on the full economic return and loss of the Offer Shares
|
||
ultimately to the Ultimate Client (Gaoyi) through the Huatai Back-to-back TRS and the Huatai Client TRS, subject to customary fees and commissions. HTCI will not take part in
|
||
any economic return or bear any economic loss in relation to the Offer Shares, save as customary fees and commission. The Ultimate Client (Gaoyi) may, after expiration of the
|
||
lock-up period beginning from the date of the cornerstone agreement entered into among HTCI, the Company and the Overall Coordinators, and ending on the date which is six
|
||
months from the Listing Date, request to early terminate the Huatai Client TRS at its own discretion. Upon the final maturity or early termination of the Huatai Client TRS by the
|
||
Ultimate Client (Gaoyi), HTCI will accordingly terminate the Huatai Back-to-back TRS and dispose of the Offer Shares on the secondary market and the Ultimate Client (Gaoyi)
|
||
will receive a final settlement amount of the Huatai Client TRS in cash in accordance with the terms and conditions of the Huatai Back-to-back TRS and the Huatai Client
|
||
TRS. HTCI will not exercise the voting right of the Offer Shares during the tenor of the Huatai Back-to-back TRS. The Ultimate Client (Gaoyi) is an investment fund managed
|
||
by Shanghai Gaoyi Asset Management Partnership (Limited Partnership) (
|
||
ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ (Υྫ )) (“ Shanghai Gaoyi ”) on a discretionary basis. Shanghai
|
||
Gaoyi is a limited partnership established in the PRC, which is engaged in asset management and investment management with a primary focus on investments in secondary
|
||
market. The managing partner of Shanghai Gaoyi is Shanghai Gaoyi Investment Management Co., Ltd. (
|
||
ʮ̡ ). As confirmed by Shanghai Gaoyi, there
|
||
is no single ultimate beneficial owner holding 30% or more interests in the Ultimate Client (Gaoyi).
|
||
(4) SWHY Securities is a sub-distributor in connection with the Global Offering. SWHY International intends to participate in the Global Offering as a placee, and will hold the
|
||
Offer Shares on a non-discretionary basis as the single underlying holder under a back-to-back total return swap (the “ Back-to-back TRS ”) placed by and fully funded (i.e.
|
||
with no financing provided by SWHY International) by the SWHY International Ultimate Clients, by which, SWHY International will pass the full economic exposure of the Offer
|
||
Shares to the SWHY International Ultimate Clients, which in effect, SWHY International will hold the beneficial interest of the Offer Shares on behalf of the SWHY International
|
||
Ultimate Clients. SWHY International is the major shareholder of SWHY Securities. Accordingly, SWHY International is considered as a “connected client” of SWHY Securities
|
||
pursuant to paragraph 1B of Appendix F1 of the Listing Rules. The purpose of SWHY International to subscribe for the Offer Shares is for hedging the Back-to-back TRS in
|
||
connection with the Client TRS order placed by the SWHY International Ultimate Clients, Pursuant to the terms of the contract of the Back-to-back TRS and the Client TRS,
|
||
during the tenor of the Back-to-back TRS and the Client TRS, all economic returns of the Offer Shares will be passed to the SWHY International Ultimate Clients through the
|
||
Back-to-back TRS and the Client TRS and all economic loss shall be borne by the SWHY International Ultimate Clients. SWHY International will not take any economic return
|
||
or bear any economic loss in relation to the Offer Shares. SWHY International’s Ultimate Client is Hengbang Yuqing Composite Strategy No. 1 Private Securities Investment
|
||
Fund
|
||
(恒邦餘慶複合策略一號私募證券投資基金) .
|
||
(5) Fullgoal is owned as to 27.78% by the members of the same group of SWHY Securities, respectively. The Shares allocated to Fullgoal are held on a discretionary basis.
|
||
(6) HSBC Securities and HSBC GAM are members of the same group. The Shares allocated to HSBC GAM are held on a discretionary basis.
|
||
(7) Mirae HK is a wholly-own subsidiary of Mirae Securities. The ultimate beneficial owner of the Shares allocated to Mirae Securities is Hanyang Securities Co Ltd.
|
||
|
||
|
||
--- page 24 ---
|
||
24
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company’s H shares.
|
||
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or indirectly,
|
||
provided by the Company, the Controlling Shareholders, Directors or syndicate members to any
|
||
placees or the public (as the case may be) and the consideration payable by them for each Offer
|
||
Share subscribed for or purchased by them is the same as the final Offer Price determined by the
|
||
Company, 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 is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and
|
||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “ U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States unless
|
||
in compliance with Regulation S under the U.S. Securities Act. There will be no public offer of
|
||
securities in the United States.
|
||
The Offer Shares are being offered and sold (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 November 7, 2025 issued by CNGR Advanced Material
|
||
Co., Ltd. for detailed information about the Global Offering described herein 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 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 paragraph headed “Underwriting
|
||
— Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for
|
||
Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing
|
||
Date (which is currently expected to be on Monday, November 17, 2025).
|
||
|
||
|
||
--- page 25 ---
|
||
25
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately after the completion of the Global Offering (assuming the Over-allotment Option is
|
||
not exercised), the market value of the H Shares to be held by the public is expected to be above
|
||
HK$3,543.7 million, calculated based on the final Offer Price of HK$34.00 per H Share, which is
|
||
higher than the prescribed expected market value of H Shares required to be held in public hands of
|
||
not less than HK$3,000,000,000 under Rule 19A.13A(2)(b) of the Listing Rules, thereby satisfying
|
||
Rule 19A.13A of the Listing Rules at the time of the Listing.
|
||
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the
|
||
Listing Date. As such, H Shares held by the Cornerstone Investors upon the Listing shall not be
|
||
counted towards the free float of the H Shares of the Company at the time of Listing. Based on the
|
||
final Offer Price of HK$34.00 per H Share, the Company satisfies the free float requirement under
|
||
Rule 19A.13C(2)(a) of the Listing Rules.
|
||
The Directors confirm that, immediately following 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 under the Listing Rules immediately after the Global
|
||
Offering; (iii) the three largest public shareholders of the Company do not hold more than 50% of
|
||
the H shares in public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24
|
||
of the Listing Rules; and (iv) there will be at least 300 Shareholders at the time of the Listing in
|
||
compliance with Rule 8.08(2) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time) on
|
||
Monday, November 17, 2025, provided that the Global Offering has become unconditional and the
|
||
right of termination described in the section headed “Underwriting — Underwriting Arrangements
|
||
and Expenses — Hong Kong Public Offering — Grounds for termination” in the Prospectus has not
|
||
been exercised. Investors who trade H Shares prior to the receipt of H Share certificates or the H
|
||
Share certificates becoming valid evidence of title do so entirely at their own risk.
|
||
|
||
|
||
--- page 26 ---
|
||
26
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong time)
|
||
on Monday, November 17, 2025, it is expected that dealings in the H Shares on the Stock Exchange
|
||
will commence at 9:00 a.m. on Monday, November 17, 2025. The H Shares will be traded in board
|
||
lots of 200 H Shares each. The stock code of the H Shares is 2579.
|
||
By order of the Board
|
||
CNGR Advanced Material Co., Ltd.
|
||
Mr. Deng Weiming
|
||
Chairman, Executive Director and President
|
||
Hong Kong, November 14, 2025
|
||
As at the date of this announcement, Directors and proposed directors of the Company include: (i) Mr. Deng Weiming,
|
||
Mr. Deng Jing, Mr. Tao Wu, Mr. Liao Hengxing, Mr. Li Weihua and Mr. Liu Xingguo as executive Directors; (ii) Mr. Cao Feng,
|
||
Mr. Hong Yuan and Mr. Jiang Liangxing as independent non-executive Directors; and (iii) Ms. Wong Sze Wing as a proposed
|
||
independent non-executive Director.
|