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--- page 1 ---
1
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited
(the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”)
take no responsibility for the contents of this announcement, make no representation as to
its accuracy or completeness and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the
same meanings as those defined in the prospectus dated October 9, 2025 (the “ Prospectus ”)
issued by Fujian Haixi Pharmaceuticals Co., Ltd. (the “ Company ”).
This announcement is for information purposes only and does not constitute an invitation or
offer to acquire, purchase or subscribe for securities of the Company. This announcement
is not a prospectus. Potential investors should read the Prospectus for detailed information
about the Global Offering before deciding whether or not to invest in the Offer Shares.
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) or any other jurisdiction where such distribution is
prohibited by law. This announcement does not constitute or form a part of any offer to sell or
solicitation of an offer to buy, to purchase or subscribe for securities nor shall there be any
sale of Offer Shares in the United States or in any other jurisdictions in which such offer or
solicitation would be unlawful.
The securities mentioned herein have not been, and will not be, registered under the United
States Securities Act of 1933 as amended from time to time (the “ U.S. Securities Act ”) or
securities law of any state or other jurisdiction of the United States. The securities may not
be offered, sold, pledged, or 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 (“ Regulation
S”)) except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and in compliance with any applicable state securities
laws. There will be no public offering of securities in the United States. The Offer Shares
are being offered and sold outside the United States in offshore transactions in reliance on
Regulation S under the U.S. Securities Act.
Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled
to terminate their obligations under the Hong Kong Underwriting Agreement with immediate
effect upon the occurrence of any of the events set out in the 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.
--- page 2 ---
2
Fujian Haixi Pharmaceuticals Co., Ltd.
ʮ̡
(A joint stock company incorporated in the People §s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 11,500,000 H Shares
Number of Hong Kong Offer Shares : 1,150,000 H Shares (subject to
reallocation)
Number of International Offer Shares : 10,350,000 H Shares (subject to
reallocation)
Offer Price : HK$86.40 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
Hong Kong Stock Exchange trading
fee of 0.00565% and Accounting
and Financial Reporting Council
transaction levy of 0.00015% (payable
in full on application in Hong Kong
dollars, subject to refund on final
pricing)
Nominal value : RMB1.0 per Share
Stock code : 2637
Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
⳪暲@:9)
--- page 3 ---
3
Fujian Haixi Pharmaceuticals Co., Ltd.
ʮ̡
ANNOUNCEMENT OF FINAL OFFER PRICE AND
ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the
same meanings as those defined in the prospectus dated October 9, 2025 (the “ Prospectus ”)
issued by Fujian Haixi Pharmaceuticals Co., Ltd. (the “ Company ”).
Warning: In view of high concentration of shareholding in a small number of holder of H
Shares, Shareholders and prospective investors should be aware that the price of the H
Shares could move substantially even with a small number of H Shares traded and should
exercise extreme caution when dealing in the H Shares.
SUMMARY
Company information
Stock code 2637
Stock short name HAIXI PHARMA
Dealings commencement date October 20, 2025*
* see note at the end of the announcement
Price Information
Final Offer Price HK$86.40
Offer Price Range HK$69.88 HK$86.40
Offer Price Adjustment exercised No
Offer Shares and Share Capital
Number of Offer Shares 11,500,000
Number of Offer Shares in Public Offer
(after Offer Size Adjustment Option and reallocation)
1,150,000
Number of Offer Shares in International Offer
(after Offer Size Adjustment Option and reallocation)
10,350,000
Number of issued Shares upon Listing 78,707,270
Over-allocation
No. of Offer Shares over-allocated 0
Proceeds
Gross proceeds (Note) HK$993.60 million
Less: Est imated listing expenses payable based
on Final Offer Price
HK$(53.47) million
Net proceeds HK$940.13 million
Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
proceeds, please refer to the Prospectus dated October 9, 2025.
--- page 4 ---
4
ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFER
No. of valid applications 316,139
No. of successful applications 21,566
Subscription level 3,165.1 times
No. of Offer Shares initially available under the Hong Kong
Public Offering
1,150,000
Final no. of Offer Shares under the Hong Kong Public Offering 1,150,000
% of Offer Shares under the Hong Kong Public Offering to
the Global Offering
10.00%
Note: For details of the final allocation of shares to the Public Offer, investors can refer to
www.hkeipo.hk/iporesult to perform a search by name or identification number or www.hkeipo.hk/iporesult
for the full list of allottees.
INTERNATIONAL OFFERING
No. of placees 46
Subscription Level 6.3 times
No. of Offer Shares initially available under the International
Offering
10,350,000
Final no. of Offer Shares under the International Offering
(after reallocation)
10,350,000
% of Offer Shares under the International Offering to the
Global Offering
90.00%
The Directors confirm that, to the best of their knowledge, information and belief, (i) none
of the Offer Shares subscribed by the placees and the public have been financed directly or
indirectly by the Company, any of the Directors, chief executive of the Company, controlling
shareholders, substantial shareholders, existing shareholders of the Company or any of
its subsidiaries or their respective close associates; and (ii) none of the placees and the
public who have purchased the Offer Shares are accustomed to taking instructions from the
Company, any of the Directors, chief executive of the Company, controlling shareholders,
substantial shareholders, existing shareholders of the Company or any of its subsidiaries
or their respective close associates in relation to the acquisition, disposal, voting or other
disposition of Shares registered in his/her/its name or otherwise held by him/her/it.
--- page 5 ---
5
The placees in the International Placing include the following:
Cornerstone Investors
Investor
Number of
Offer Shares
allocated
% of Offer
Shares
% of total
issued H
Shares after
the Global
Offering
% of total
issued share
capital after
the Global
Offering
Existing
shareholders
or their close
associates
HARVEST
INTERNATIONAL
PREMIUM VALUE
(SECONDARY MARKET)
FUND SPC ACTING
ON BEHALF OF AND
FOR THE ACCOUNT OF
HARVEST ORIENTAL SP
1,981,700 17.23 2.52 2.52 No
Total 1,981,700 17.23 2.52 2.52
Note: For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone
Investor” of the Prospectus.
ALLOTTEES WITH WAIVERS/CONSENTS OBTAINED
Investor
No. of
H Shares
allocated
% of Offer
Shares
% of total
issued
Shares after
the Global
Offering Relationship*
Allotee with consent under paragraph 1C(1) Placing Guidelines for Equity Securities (Appendix F1 of the Main Board
Listing Rules) (the “Placing Guidelines”) to connected client
(Note)
Huatai Capital Investment Limited (“ HTCI”) 1,892,800 16.46% 2.40% Placee
Guosen (HK) Financial Products Company Limited 613,400 5.33% 0.78% Placee
Total 2,506,200 21.79% 3.18%
Note: For details of the consent under paragraph 1C(1) of the Placing Guidelines in relation to allocations to connected client s, please refer to
the section headed “OTHERS/ADDITIONAL INFORMATION — Placing to connected client with a prior consent under paragraph 1C(1)
of the Placing Guidelines” in this announcement.
LOCK-UP UNDERTAKINGS
According to the PRC Company Law, all the Shares held by existing Shareholders (including
the Controlling Shareholders) prior to the Global Offering are subject to a lock-up period of
one year from the Listing Date.
--- page 6 ---
6
Controlling Shareholders
Name
Number of
shares held in
the Company
subject to lock-up
undertakings upon
listing
% of total issued
H Shares
subject to lock-up
undertakings upon
listing
% of
shareholding in
the Company
subject to lock-
up undertakings
upon listing
Last day subject
to the lock-up
undertakings
Kang Xinshan
(ੰːϭ)
Note 1
(“Dr. Kang ”)
12,752,264 16.20% 16.20% April 19,
2026 (First
Six-Month
Period)
Note 2
October 19, 2026
(Second Six-
Month Period)
Note 3
Feng Yan Note 1
(“Ms. Feng ”)
9,918,426 12.60% 12.60% April 19,
2026 (First
Six-Month
Period)
Note 2
October 19, 2026
(Second Six-
Month Period)
Note 3
Xiamen Tairuihe
Investment Partnership
(Limited Partnership)
(इ๿ձҳ༟Υྫ
Υྫ)
Note 1
(“Tairuihe
Investment ”)
5,000,000 6.35% 6.35% April 19,
2026 (First
Six-Month
Period)
Note 2
October 19, 2026
(Second Six-
Month Period)
Note 3
Subtotal 27,670,690 35.15% 35.15%
Notes:
1. As of the date of this announcement, the Company was controlled by (i) Dr. Kang Xinshan, one of the Companys
co-founders, chairman of the Board and executive Director, by himself directly and indirectly through Tairuihe
Investment (the employee incentive share platform of the Company whose general partner is Dr. Kang); and (ii)
Ms. Feng, the spouse of Dr. Kang, one of the co-founders and serves as the executive Director and deputy general
manager, pursuant to a marital property agreement dated December 15, 2020 entered into between Dr. Kang and
Ms. Feng. By virtue of such marital property arrangement, (i) all equity interests held by Dr. Kang in the Company
shall be considered as communal property acquired during his marriage with Ms. Feng; and (ii) Dr. Kang and Ms.
Feng have agreed to reach a consensus among themselves through discussion before making any major decisions
in respect of the Group, and to vote in shareholders meetings on a unanimous basis. Therefore, Dr. Kang, Tairuihe
Investment and Ms. Feng are deemed to be concert parties (as defined under the Takeovers Code) and are also
deemed to be the Controlling Shareholders pursuant to the Listing Rules.
2. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the First Six-Month
Period ends on April 19, 2026. The Controlling Shareholders may dispose of or transfer H Shares after the
indicated date provided that the Controlling Shareholders will not cease to be a Controlling Shareholder, subject
to compliance with aforementioned applicable requirement under the PRC Company Law.
3. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the Second Six-Month
Period ends on October 19, 2026. The Controlling Shareholder will cease to be prohib ited from disposing of or
transferring H Shares after the indicated date, subject to compliance with aforementioned applicable requirement
under the PRC Company Law.
--- page 7 ---
7
Cornerstone Investors
Name
Number of
shares held in
the Company
subject to lock-up
undertakings upon
listing
% of total issued
H Shares after the
Global Offering
subject to lock-up
undertakings upon
listing
% of
shareholding in
the Company
subject to lock-
up undertakings
upon listing
Last day subject
to the lock-up
undertakings
HARVEST
INTERNATIONAL
PREMIUM VALUE
(SECONDARY
MARKET) FUND
SPC ACTING ON
BEHALF OF AND FOR
THE ACCOUNT OF
HARVEST ORIENTAL
SP
1,981,700 2.52% 2.52% April 19, 2026
Subtotal 1,981,700 2.52% 2.52%
Other Existing Shareholders
Name
Number of
shares held in
the Company
subject to lock-up
undertakings upon
listing
% of total issued
H Shares after the
Global Offering
subject to lock-up
undertakings upon
listing
% of
shareholding in
the Company
subject to lock-
up undertakings
upon listing
Last day subject
to the lock-up
undertakings
Xiamen Zhanhongda
Investment Partnership
(Limited Partnership)
(ᒿ༺ҳ༟Υྫ
Υྫ)
7,593,750 9.65% 9.65% October 19, 2026
Fujian Huaxing Venture
Investment Co., Ltd.
(ࠢ
ʮ̡)
7,000,000 8.89% 8.89% October 19, 2026
Fuzhou Venture Capital
Co., Ltd. ( ၅ψ̹௴ุҳ
ப΂ʮ̡ )
4,680,000 5.95% 5.95% October 19, 2026
Xiamen Jindonghong
Venture Capital
Partnership (Limited
Partnership) (؇ږژ
௴ุҳ༟ΥྫΆุ
Υྫ)
4,485,090 5.70% 5.70% October 19, 2026
--- page 8 ---
8
Name
Number of
shares held in
the Company
subject to lock-up
undertakings upon
listing
% of total issued
H Shares after the
Global Offering
subject to lock-up
undertakings upon
listing
% of
shareholding in
the Company
subject to lock-
up undertakings
upon listing
Last day subject
to the lock-up
undertakings
Xiamen Jindongshi
Venture Capital
Partnership Enterprise
(Limited Partnership)
(ͩ௴ุҳ༟
Υྫ)
3,924,610 4.99% 4.99% October 19, 2026
Xiamen Huaxinyue
Investment Partnership
Enterprise (Limited
Partnership) (ശ㒥
Υྫ)
3,105,060 3.95% 3.95% October 19, 2026
Xinyu Hongrang
Investment Management
Partnership Enterprise
(Limited Partnership)
(อЯᒿᘎҳ༟၍ଣΥྫ
Υྫ)
2,812,500 3.57% 3.57% October 19, 2026
Ningbo Free Trade
Zone Xinrui Investment
Partnership Enterprise
(Limited Partnership)
(೼ਜ⑂ြҳ༟
Υྫ)
2,770,310 3.52% 3.52% October 19, 2026
Fujian Pharmaceutical
Group Co., Ltd.
(ࠢ
ப΂ʮ̡)
2,320,000 2.95% 2.95% October 19, 2026
Xinyu Hongpan Equity
Investment Partnership
Enterprise (Limited
Partnership) ( อЯᒿᇂ
ᛆҳ༟ΥྫΆุ
Υྫ)
396,760 0.50% 0.50% October 19, 2026
--- page 9 ---
9
Name
Number of
shares held in
the Company
subject to lock-up
undertakings upon
listing
% of total issued
H Shares after the
Global Offering
subject to lock-up
undertakings upon
listing
% of
shareholding in
the Company
subject to lock-
up undertakings
upon listing
Last day subject
to the lock-up
undertakings
Zibo Huifu Chuangjing
Equity Investment
Partnership Enterprise
(Limited Partnership)
(ᛆҳ༟
Υྫ)
224,250 0.28% 0.28% October 19, 2026
Xiamen Tairuihong
Investment Partnership
(Limited Partnership)
(ҳ༟Υྫ
Υྫ)
224,250 0.28% 0.28% October 19, 2026
Subtotal 39,536,580 50.23% 50.23%
PLACEE CONCENTRATION ANALYSIS
Placees*
Number of
H Shares allotted
Allotment as % of
International Offering
Allotment as % of
total Offer Shares
Number of Shares
held upon Listing
% of total issued share
capital upon Listing
Top 1 1,981,700 19.15% 17.23% 1,981,700 2.52%
Top 5 6,535,450 63.14% 56.83% 6,535,450 8.30%
Top 10 9,708,650 93.80% 84.42% 9,708,650 12.34%
Top 25 10,311,000 99.62% 89.66% 10,311,000 13.10%
Note:
* Ranking of placees is based on the number of H Shares allotted to the placees.
--- page 10 ---
10
H SHAREHOLDERS CONCENTRATION ANALYSIS
H Shareholders*
Number of
H Shares
allotted
Allotment as % of
International Offering
Allotment as % of
total Offer Shares
Number of
H Shares held
upon Listing
% of total issued
H Shares capital
upon Listing
Number of
Shares held
upon Listing
Top 1 0.00% 0.00% 27,670,690 35.15% 27,670,690
Top 5 0.00% 0.00% 63,988,460 81.30% 63,988,460
Top 10 5,713,700 55.20% 49.68% 72,696,720 92.36% 72,696,720
Top 25 10,260,000 99.13% 89.22% 77,467,270 98.42% 77,467,270
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
Allotment as % of
total Offer Shares
Number of
H Shares held
upon Listing
Number of
Shares held
upon Listing
% of total issued
share capital
upon Listing
Top 1 0.00% 0.00% 27,670,690 27,670,690 35.15%
Top 5 0.00% 0.00% 63,988,460 63,988,460 81.30%
Top 10 5,713,700 55.20% 49.68% 72,696,720 72,696,720 92.36%
Top 25 10,260,000 99.13% 89.22% 77,467,270 77,467,270 98.42%
Note:
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon
Listing.
--- page 11 ---
11
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:
Number
of H Shares
applied for
Number
of valid
applications
Pool A Approximate
percentage
allotted of the
total number of
H Shares applied
forBasis of allocation/ballot
50 148,865 1,489 out of 148,865 applicants to receive 50 H Shares 1.00%
100 36,224 450 out of 36,224 applicants to receive 50 H Shares 0.62%
150 8,765 124 out of 8,765 applicants to receive 50 H Shares 0.47%
200 7,033 116 out of 7,033 applicants to receive 50 H Shares 0.41%
250 6,537 122 out of 6,537 applicants to receive 50 H Shares 0.37%
300 3,566 74 out of 3,566 applicants to receive 50 H Shares 0.35%
350 2,093 47 out of 2,093 applicants to receive 50 H Shares 0.32%
400 2,164 52 out of 2,164 applicants to receive 50 H Shares 0.30%
450 1,596 41 out of 1,596 applicants to receive 50 H Shares 0.29%
500 12,821 347 out of 12,821 applicants to receive 50 H Shares 0.27%
600 2,849 86 out of 2,849 applicants to receive 50 H Shares 0.25%
700 1,803 59 out of 1,803 applicants to receive 50 H Shares 0.23%
800 1,749 61 out of 1,749 applicants to receive 50 H Shares 0.22%
900 1,538 58 out of 1,538 applicants to receive 50 H Shares 0.21%
1,000 8,440 333 out of 8,440 applicants to receive 50 H Shares 0.20%
1,500 3,849 189 out of 3,849 applicants to receive 50 H Shares 0.16%
2,000 3,154 181 out of 3,154 applicants to receive 50 H Shares 0.14%
2,500 2,609 169 out of 2,609 applicants to receive 50 H Shares 0.13%
3,000 2,083 149 out of 2,083 applicants to receive 50 H Shares 0.12%
3,500 1,494 116 out of 1,494 applicants to receive 50 H Shares 0.11%
4,000 1,634 137 out of 1,634 applicants to receive 50 H Shares 0.10%
4,500 1,209 108 out of 1,209 applicants to receive 50 H Shares 0.10%
5,000 3,143 296 out of 3,143 applicants to receive 50 H Shares 0.09%
6,000 2,565 267 out of 2,565 applicants to receive 50 H Shares 0.09%
7,000 1,644 186 out of 1,644 applicants to receive 50 H Shares 0.08%
8,000 1,686 205 out of 1,686 applicants to receive 50 H Shares 0.08%
9,000 1,402 182 out of 1,402 applicants to receive 50 H Shares 0.07%
10,000 9,486 1,299 out of 9,486 applicants to receive 50 H Shares 0.07%
20,000 4,522 901 out of 4,522 applicants to receive 50 H Shares 0.05%
30,000 2,878 714 out of 2,878 applicants to receive 50 H Shares 0.04%
40,000 2,902 842 out of 2,902 applicants to receive 50 H Shares 0.04%
50,000 6,418 2,100 out of 6,418 applicants to receive 50 H Shares 0.03%
Total 298,721 Total number of Pool A successful applicants: 11,500
--- page 12 ---
12
Number
of H Shares
applied for
Number
of valid
applications
Pool B Approximate
percentage
allotted of the
total number of
H Shares applied
forBasis of allocation/ballot
60,000 4,046 1,409 out of 4,046 applicants to receive 50 H Shares 0.03%
70,000 1,534 597 out of 1,534 applicants to receive 50 H Shares 0.03%
80,000 1,233 528 out of 1,233 applicants to receive 50 H Shares 0.03%
90,000 932 435 out of 932 applicants to receive 50 H Shares 0.03%
100,000 4,368 2,197 out of 4,368 applicants to receive 50 H Shares 0.03%
200,000 2,362 1,957 out of 2,362 applicants to receive 50 H Shares 0.02%
300,000 806 50 H Shares plus 88 out of 806 applicants to receive
an additional 50 H Shares
0.02%
400,000 631 50 H Shares plus 230 out of 631 applicants to receive
an additional 50 H Shares
0.02%
500,000 280 50 H Shares plus 169 out of 280 applicants to receive
an additional 50 H Shares
0.02%
575,000 1,226 50 H Shares plus 947 out of 1,226 applicants to receive
an additional 50 H Shares
0.02%
Total 17,418 Total number of Pool B successful applicants: 10,066
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 13 ---
13
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 Companys
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 Hong Kong Stock Exchange
trading fee payable.
OTHERS/ADDITIONAL INFORMATION
Placing to connected client with a prio r consent under paragraph 1C(1) of the Placing
Guidelines
Under the International Offering, certain Offer Shares were placed to connected clients of
their connected distributors pursuant to the Placing Guidelines. The Company has applied
to the Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph
1C(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares in
the International Offering to the connected clients. The allocation of Offer Shares to such
connected clients is in compliance with all the conditions under the consent granted by the
Stock Exchange. Details of the placement to connected clients are set out below:
No. Connected Distributor
Connected
Client Relationship
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 as a placee
under the
International
Offering
Approximate
percentage of total
number of Offer
Shares under the
Global Offering
Approximate
percentage of
total issued
share capital
immediately
following the
Global Offering
1. Huatai Financial Holdings
(Hong Kong) Limited
(“HTFH”)
HTCI
(1) HTCI is a member of
the same group of
companies as HTFH.
Non-discretionary basis 1,892,800 16.46% 2.40
2. Guosen Securities (HK)
Brokerage Company,
Limited (“ Guosen
Securities ”)
Guosen (HK) Financial
Products Company
Limited (“ Guosen
Financial
Products ”)
(2)
Guosen Financial Products
is a member of the same
group of companies as
Guosen Securities.
Non-discretionary basis 613,400 5.33% 0.78%
--- page 14 ---
14
Note:
1. 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 one of the Joint Sponsor, Overall Coordinator, Joint Global Coordinator, Joint Bookrunners and
Joint Lead Managers 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 Offer Shares on a non-
discretionary basis as the single underlying holder under a back-to-back total return swap (the “ Back-to-
back TRS ”) to be entered by HTCI in connection with a Client TRS (as defined below) placed by and
fully funded (i.e. with no financing provided by HTCI) by the Huatai Ultimate Clients (as defined below),
by which, HTCI will pass the full economic exposure of the Offer Shares to the Huatai Ultimate Clients,
which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the Huatai Ultimate
Clients. HTFH, one of the Joint Bookrunners of the Global Offering, and HTCI are indirectly wholly-
owned subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a “connected client” of
HTFH pursuant to paragraph 1(B)7 of the Placing Guidelines.
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (the “ Huatai Ultimate
Clients ”) cannot directly subscribe for the Offer Shares but may invest in derivative products issued by
domestic securities firms licensed to undertake cross-border derivatives trading activities, such as Huatai
Securities, with the Offer Shares as the underlying assets. Instead of directly subscribing for the Offer
Shares, the Huatai Ultimate Clients will place a total return swap order (the “ Client TRS ”) with Huatai
Securities in connection with the Companys 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 Companys IPO and subscribes the Offer Shares through placing order with
HTFH during the International Offering.
To the best of knowledge of HTCI and after making all reasonable enquiries, each of the Huatai Ultimate
Clients is an independent third party of the Company, its subsidiaries, its substantial shareholders, HTCI,
HTFH and the companies which are members of the same group of HTFH.
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back-to-back TRS in connection
with the Client TRS order placed by the Huatai Ultimate Clients. Pursuant to the terms of the contracts of
the Back-to-back TRS and the Client TRS, 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 Huatai Ultimate Clients through the Back-
to-back TRS and the Client TRS and all economic loss shall be borne by the Huatai Ultimate Clients.
HTCI will not take any economic return or bear any economic loss in relation to the Offer Shares.
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Investment in the Back-to-back TRS and the Client TRS is similar to the investment in a qualified
domestic institutional investor fund (“ QDII ”) in the way that the Huatai Ultimate Clients would reap
all the economic benefits of the underlying Offer Shares, except that a QDII fund would pass through
the exchange rate exposure on both the notional value of the investment and the profit and loss of the
investment. In contrast, the profit and loss of the Back-to-back TRS and the Client TRS factor into account
the fluctuation in RMB exchange rate upon termination of the Client TRS by converting the profit and
loss using the current exchange rate at the time of termination. As such, the Huatai Ultimate Clients would
bear the exchange rate exposure of the profit and loss on settlement date.
The Huatai Ultimate Clients may exercise an early termination right to terminate the Client TRS at any
time from the issue date of the Client TRS which should be on or after the date on which the Offer Shares
are listed on the Stock Exchange. Upon the termination upon maturity or early termination of the Client
TRS by the Huatai Ultimate Clients, HTCI will dispose the Offer Shares on the secondary market and the
Huatai Ultimate Clients will receive a final termination amount of the Back-to-back TRS which should
have taken into account all the economic returns or economic loss in relation to the Offer Shares. If
upon the maturity of the Client TRS, the Huatai Ultimate Clients intend to extend the investment period,
subject to further agreement between Huatai Securities and the relevant Huatai Ultimate Clients, the term
of the Client TRS could be extended by way of a new issuance or a tenor extension. Accordingly, Huatai
Securities will extend the term of the Back-to-back TRS by way of a new issuance or a tenor extension.
It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass
through the economic exposure to the Huatai Ultimate Clients, each being an onshore client who places a
Client TRS order with Huatai Securities in connection with the IPO of the Company. Due to its internal
policy, HTCI will not exercise the voting right of the Offer Shares during the tenor of the Back-to-back
TRS.
During the 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 (as further described below).
As permitted under the contractual arrangement with the Huatai Ultimate Clients, HTCI will lend out its
holding of underlying Offer Shares in the form of stock borrowing loans consistent with market practice
to lower its finance costs, provided that HTCI 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 to be
passed to the Huatai Ultimate Clients will remain unchanged.
(2) Guosen Securities has been acting as a joint bookrunner and joint lead manager of the Global Offering.
Guosen Securities and Guosen Financial Products are both wholly-owned by Guosen Securities (Hong
Kong) Financial Holdings Co., Ltd. which in turn is wholly-owned by Guosen Securities Co., Ltd. (ڦ
ʮ̡ ) (002736.SZ). Accordingly, the Guosen Financial Products is considered a “connected
client” of Guosen Securities pursuant to paragraph 1B(7) of the Placing Guidelines.
Guosen Financial Products shall hold the Offer Shares on a non-discretionary basis for a note (“ Note”) to
be entered into between, amongst others, Guosen Financial Products as the note issuer, and CTI Capital
Management Ltd. (“ CTI Capital ”) and Gulf Ocean Special Opportunities I Limited (“ Gulf Ocean ”) as
the economic interest owners. CTI Capital, acting as the preferential noteholder, is entitled to receive a
fixed return of 10% from the Companys H Shares. Gulf Ocean, is acting as the residual noteholder of the
Note. Except for the aforesaid fixed return of 10% entitled by CTl Capital, Gulf Ocean is entitled to all the
floating returns from the Companys H Shares.
To the best knowledge of Guosen Financial Products, each of CTI Capital and Gulf Oceanis an
independent third party of the Company and Guosen Financial Products.
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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 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 October 9, 2025 issued
by Fujian Haixi Pharmaceuticals Co., Ltd. for detailed information about the Global
Offering described below before deciding whether or not to invest in the Shares thereby
being offered.
* Potential investors of the Offer Shares should note that the Joint Representatives (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 — Hong Kong
Underwriting Agreement — Grounds for Termination” in the Prospectus at any time prior
to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on
October 20, 2025).
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PUBLIC FLOAT
Upon the completion of the Global Offering and Conversion of Unlisted Shares into H
Shares, the H Shares held by certain of our Shareholders, or directly or indirectly controlled
by our core connected persons, will not be counted towards the public float. Details of these
Shareholders are set out below:
(i) Dr. Kang and Ms. Feng, both being our executive Directors and core connected persons,
the Shares held by them will not be counted towards the public float;
(ii) Tairuihe Investment is controlled by its general partner, Dr. Kang, our executive
Directors and core connected person. Therefore, the Shares held by Tairuihe Investment
will not be counted towards the public float;
(iii) Mr. Tu Liandong (؇is the general partner of Zhanhongda Investment. Meanwhile,
the general partner of Jindongshi Capital and Jindonghong Capital is Jindongshi
Management, which is controlled by Mr. Tu Liandong. Therefore, each of Zhanhongda
Investment, Jindongshi Capital and Jindonghong Capital is ultimately controlled by Mr.
Tu Liandong. As Mr. Tu Liandong will, collectively and indirectly, hold over 10% of
our total issued Shares immediately following completion of the Global Offering, the
Shares held by each of Zhanhongda Investment, Jindongshi Capital and Jindonghong
Capital will not be counted towards the public float; and
(iv) Fujian SASAC being controlled by Fujian Provincial Government is the ultimate
controller of Huaxing Venture and Fujian Pharmaceutical Group. The ultimate controller
of Fuzhou Capital is Fuzhou Municipal Finance Bureau (҅ ), which is
ultimately administered and supervised by Fujian Provincial Government. As Huaxing
Venture, Fujian Pharmaceutical Group and Fuzhou Capital will collectively hold over
10% of our total issued Shares immediately following completion of the Global Offering,
the Shares held by each of Huaxing Venture, Fujian Pharmaceutical Group and Fuzhou
Capital will not be counted towards the public float.
Immediately following the completion of the Global Offering, an aggregate of 21,033,130 H
Shares, representing approximately 26.72% of the total number of shares in the class to which
H Shares belong of our Company will be counted towards the public float. Therefore, the
number of H Shares held in public hands is higher than the prescribed percentage of H Shares
required to be held in public hands of 22.06% of the total number of shares in the class to
which H Shares belong under Rule 19A.13A(1) of the Listing Rules.
Based on the final Offer Price of HK$86.40 per H Share, the Company satisfies the free float
requirement under Rule 19A.13C(1) of the Listing Rules.
The Directors confirm that, immediately following the completion of the Global Offering: (i)
no placee will, individually, be placed more than 10% of the enlarged issued share capital of
our Company; (ii) there will not be any new substantial Shareholder (as defined in the Listing
Rules) of our Company; (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.
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COMMENCEMENT OF DEALINGS
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Monday,
October 20, 2025 (Hong Kong time), provided that the Global Offering has become
unconditional and the right of termination described in the section headed “Underwriting”
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. in Hong
Kong on Monday, October 20, 2025, it is expected that dealings in the H Shares on the Stock
Exchange will commence at 9:00 a.m. on Monday, October 20, 2025. The H Shares will be
traded in board lots of 50 H Shares each and the stock code of the H Shares will be 2637.
By order of the Board
Fujian Haixi Pharmaceuticals Co., Ltd.
ʮ̡
Dr. Kang Xinshan
Chairman and Executive Director
Hong Kong, October 17, 2025
Directors of the Company named in the application to which this announcement relates are:
(i) Dr. Kang Xinshan, Ms. Feng Yan, Dr. Chen Guangming and Dr. Chen Shuyi as executive
Directors; (ii) Mr. Xu Dong and Mr. Wang Xinkun as non-executive Directors; and (iii)
Mr. Gong Weimin, Ms. Wang Shanshan and Ms. Pu Meiting as independent non-executive
Directors.
This announcement is available for viewing on the Companys website at https://hxpharma.com/
and the Stock Exchanges website at www.hkexnews.hk.