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--- page 1 ---
Hong Kong Exchanges and Clearing Limite d, 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 complet eness 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, capitaliz ed terms used in this announcement shall have the
same meanings as those defined in the prospec tus dated Thursday, De cember 18, 2025 (the
“Prospectus ”) of USAS Building System (Shanghai) Co., Ltd. 美聯鋼結構建築系統(上
海)股份有限公司 (the “ Company ”).
This announcement is for information purposes only and does not constitute an offer or an
invitation to induce an offer by any person t o acquire, purchase or subscribe for any
securities of the Company. This announcement i s not a prospectus. Potential investors
should read the Prospectus for detailed i nformation about the Company and the Global
Offering described below before deciding whether or not to invest in the Offer Shares.
This announcement does not constitute an offer t o sell or the solicitation of an offer to buy
nor shall there be any sale of Offer Shares in any jurisdiction in which such offer,
solicitation or sales would be unlawful. This announcement is not for release, publication,
distribution, directly or indir ectly, in or into the United States (including its territories and
dependencies, any state of the United Stat es and the District of Columbia). This
announcement does not constitute or form a par t of any offer or solicitation to purchase
or subscribe for securities in the United State s or in any other jurisdiction. The Offer Shares
have not been and will not be registered under t he United States Securities Act of 1933, as
amended from time to time (the “ U.S. Securities Act ”) or securities law of any state or
other jurisdiction of the United States and may not be offered, sold, pledged or transferred
within the United States, except in transac tions exempt from, or not subject to, the
registration requirements of the U.S. Securi ties Act. There will be no public offer of the
Offer Shares in the United States. The Offer S hares are being offered and sold outside the
United States in offshore transactions in reli ance on Regulation S under the U.S. Securities
Act.
No stabilizing manager will be appointed, and it is anticipated that no stabilization
activities will be carried out in relation to the Global Offering.
Potential investors of the Offer Shares should note that the Sole Overall Coordinator (for
itself and on behalf of the Hong Kong Underwri ters) and the Sole Spons or shall be entitled
to terminate the Hong Kong Underwriting Agreement with immediate effect upon the
occurrence of any of the events set out in the 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 expe cted to be on Tuesday, December 30, 2025).
1
--- page 2 ---
USAS Building System (Shanghai) Co., Ltd.
美 聯 鋼 結 構 建 築 系 統( 上 海 )股 份 有 限 公 司
(A joint stock company incorporated in the Peopl es Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares
under the Global Offering
: 24,600,000 H Shares
Number of Hong Kong Offer Shares : 2,460,000 H Shares
Number of International Offer Shares : 22,140,000 H Shares
Maximum Offer Price : HK$7.10 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565%
and AFRC transaction levy of 0.00015%
Nominal value : RMB1.00 per H Share
Stock code : 2671
Sole Sponsor, Sole Overall Coordinator, So le Global Coordinator, Joint Bookrunners and
Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
2
--- page 3 ---
USAS BUILDING SYSTEM (SHANGHAI) CO., LTD.
美聯鋼結構建築系統(上海)股份有限公司
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 December 18, 2025 (the “Prospectus”) issued by USAS Building System
(Shanghai) Co., Ltd. (the “Company”).
Warning: In view of high concentration of shareholding in a small number of Shareholders, Shareholders and
prospective investors should be aware that the price of the Shares could move substantially even with a small
number of Shares traded and should exercise extreme caution when dealing in the Shares.
SUMMARY
Company information
Stock code 2671
Stock short name USAS BUILDING
Dealings commencement date December 30, 2025*
*see note at the end of the announcement
Price Information
Final Offer Price HK$7.10
Offer Price Range HK$7.10 - HK$9.16
Offer Price Adjustment exercised No
Offer Shares and Share Capital
Number of Offer Shares 24,600,000
Number of Offer Shares in Hong Kong Public Offering 2,460,000
Number of offer shares in International Offering 22,140,000
Number of issued shares upon Listing 120,550,005
Offer Size Adjustment Option (Upsize option)
Number of additional shares issued under the option -
- Hong Kong Public Offering -
- International Offering -
Over-allocation
No. of Offer Shares over-allocated -
Note: There has been no over-allocation of Offer Shares in the placing. Therefore, no Over-allotment Option
could be exercised.
Proceeds
Gross proceeds (Note) HK$ 174.66 million
Less: Estimated listing expenses payable based on Final Offer
Price
HK$ (34.77) million
Net proceeds HK$ 139.89 million
Note: Gross proceeds refer to the amount to which the issuer is entitled receive. For details of the use of proceeds,
please refer to the Prospectus dated December 18, 2025.
ALLOTMENT RESULTS DETAILS
--- page 4 ---
HONG KONG PUBLIC OFFERING
No. of valid applications 53,657
No. of successful applications 3,022
Subscription level 146.25 times
Claw-back triggered N/A
No. of Offer Shares initially available under the Hong Kong Public
Offering
2,460,000
Final no. of Offer Shares under the Hong Kong Public Offering 2,460,000
% 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 Hong Kong Public Offering , investors can refer to
www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
www.eipo.com.hk/eIPOAllotment for the full list of allottees.
INTERNATIONAL OFFERING
No. of placees 81
Subscription Level 1.48 times
No. of Offer Shares initially available under the International Offering 22,140,000
Final no. of Offer Shares under the International Offering 22,140,000
% 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.
The placees in the International Offering include the following:
Cornerstone Investors
Investor
No. of
Offer
Shares
allocated
% of Offer
Shares
% of total
issued share
capital after the
Global Offering
Existing
shareholders or
their close
associates
Colorful Cloud
Holdings Limited (彩
雲控股有限公司)
2,112,600 8.59% 1.75% No
Tiny Jade Holdings
(HK) Co., Limited
1,408,200 5.72% 1.17% No
Wu Xinghua (吳興華) 633,600 2.58% 0.53% No
Logic Selective Value
Investment Funds SPC
3,098,400 12.60% 2.57% No
Total 7,252,800 29.48% 6.02%
--- page 5 ---
LOCK-UP UNDERTAKINGS
Controlling Shareholders
Name
Number of H
Shares
directly held
in the
Company
subject to
lock-up
undertakings
upon Listing
Number of H
Shares in the
Company
held through
controlled
corporation
and subject to
lock-up
undertakings
upon Listing
Number of H
Shares in the
Company
jointly held
with other
persons and
subject to
lock-up
undertakings
upon Listing
% of total
issued H
Shares after
the Global
Offering
subject to
lock-up
undertakings
upon Listing
Last day subject
to the lock-up
undertakings
Broad Vision
International Group
Limited (博盛國際
(集團)有限公司)
Notes 1&2
67,966,962 - 4,217,143 59.87% December 29,
2026 Note 3
Shanghai Xianglian
Corporate
Management
Partnership (Limited
Partnership) (上海
向聯企業管理合夥
企業(有限合夥))
Note 3
2,067,038
- - 1.71% December 29,
2026 Note 3
Shanghai
Xinlianzhan
Corporate
Management
Partnership (Limited
Partnership) (上海
昕聯展企業管理合
夥企業(有限合
夥)) Note 3
2,150,105 - - 1.78% December 29,
2026 Note 3
Brian B. Y. Chen
(陳博彥) Notes 1&2
- 67,966,962 4,217,143 59.87% December 29,
2026 Note 3
Angela Chen Mah
(陳嘉琪) Notes 1, 2 & 3
- 4,217,143 67,966,962 59.87% December 29,
2026 Note 3
Total 72,184,105 59.87%
Notes:
1. As at the Latest Practicable Date, Brian B. Y. Chen (陳博彥) (“Mr. Chen”) held 70% of the entire
equity interest in Broad Vision International Group Limited (博盛國際(集團)有限公司) (“Broad
Vision”), and Broad Vision held 67,966,962 Shares in issue. As such, under the SFO, Mr. Chen is
deemed to be interested in 67,966,962 H Shares held by Broad Vision.
2. Pursuant to the acting in concert agreement entered into between Mr. Chen, Ms. Angela Chen Mah
(陳嘉琪) (“Ms. Chen”) and Broad Vision on January 1, 2020, and renewed on December 10, 2024,
--- page 6 ---
Name
Number of H
Shares
directly held
in the
Company
subject to
lock-up
undertakings
upon Listing
Number of H
Shares in the
Company
held through
controlled
corporation
and subject to
lock-up
undertakings
upon Listing
Number of H
Shares in the
Company
jointly held
with other
persons and
subject to
lock-up
undertakings
upon Listing
% of total
issued H
Shares after
the Global
Offering
subject to
lock-up
undertakings
upon Listing
Last day subject
to the lock-up
undertakings
the details of which are provided under the section headed ‘‘History and Development — Corporate
Development and Major Changes in Shareholdings — (4) Parties Acting in Concert’’ in t he
Prospectus, Mr. Chen, Ms. Chen and Broad Vision agreed to act in concert by voting in the same
manner as the others on all matters at the Companys general meetings and the b oard meetings
(including procuring the directors appointed by them to do so) and the scope covers all board and
general meetings of the Company, through votes held directly or indirectly or controlled by each of
them. By virtue of the SFO, each of Mr. Chen, Ms. Chen, Broad Vision is deemed to be interested in
the H Shares held by each other.
3. Ms. Chen is the executive partner of both Shanghai Xinlianzhan Corporate Management Partnership
(Limited Partnership) (上海昕聯展企業管理合夥企業(有限合 夥)) (“Shanghai Xinlianzhan ”)
and Shanghai Xianglian Corporate Management Partnership (Limited Partnership) (上海向聯企業
管理合夥企業(有限合夥)) (“Shanghai Xianglian”). By virtue of the SFO, Ms. Chen is deemed
to be interested in the Shares held by Shanghai Xinlianzhan and Shanghai Xianglian.
4. The expiry date of the lock -up period shown in the table above is pursuant to the statutory lock -up
requirements under the PRC Company Law. The lock-up requirement under the applicable PRC laws
is longer than the lock-up period required of the Controlling Shareholders under Rule 10.07 of the
Listing Rules.
Cornerstone Investors
Name
Number of H Shares
held in the Company
subject to lock-up
undertakings upon
Listing
% of total issued H
Shares after the
Global Offering
subject to lock-up
undertakings upon
Listing
Last day subject to
the lock-up
undertakings
Colorful Cloud Holdings Limited
(彩雲控股有限公司)
2,112,600 1.75% June 29, 2026
Tiny Jade Holdings (HK) Co.,
Limited
1,408,200 1.17% June 29, 2026
Wu Xinghua (吳興華) 633,600 0.53% June 29, 2026
Logic Selective Value Investment
Funds SPC
3,098,400 2.57% June 29, 2026
Total 7,252,800 6.02%
Note: Each of the Cornerstone Investors shall not dispose of any of the H Shares acquired in the Global
Offering during the period of six months from and including the Listing Date . For details, please refer
to the section headed “Cornerstone Investors — Restrictions on disposals by the Cornerstone Investors”
of the Prospectus.
--- page 7 ---
Existing shareholders (Including the Pre-IPO Investors as defined in the “History and Development”
section of the Prospectus but excluding the Controlling Shareholders)
Name
Number of H Shares
held in the Company
subject to lock-up
undertakings upon
Listing
% of total issued H
Shares after the
Global Offering
subject to lock-up
undertakings upon
Listing
Last day subject to
the lock-up
undertakings
Sunny International Inc. Limited
(旭日國際興業有限公司) Note 2
15,255,000 12.65% December 29, 2026
Jianglian Corporate Management
(Shanghai) Center (Limited
Partnership) (匠聯企業管理(上
海)中心(有限合夥))
2,000,000 1.66% December 29, 2026
Zhuhai Youling Technology
Center (Limited Partnership) (珠
海優領科技中心(有限合夥))
1,800,000 1.49% December 29, 2026
Shenzhen Qianhai Linglian
Technology Partnership (Limited
Partnership) (深圳前海嶺聯科技
合夥企業(有限合夥))
1,200,000 1.00% December 29, 2026
Shanghai Tusui Corporate
Management Partnership (Limited
Partnership) (上海途隨企業管理
合夥企業(有限合夥))
1,000,000 0.83% December 29, 2026
Hainan Yuheng Corporate
Management Partnership (Limited
Partnership) (海南宇衡企業管理
合夥企業(有限合夥))
999,900 0.83% December 29, 2026
Shanghai Wuliu Corporate
Management Partnership (Limited
Partnership) (上海五柳企業管理
合夥企業(有限合夥))
600,000 0.50% December 29, 2026
Beijing Dingyuan Hechuang
Investment Co., Ltd. (北京鼎元
合創投資有限公司)
477,000 0.40% December 29, 2026
Shanghai Wagang Chenji
Corporate Management
Partnership (Limited Partnership)
(上海窪港陳記企業管理合夥企
業(有限合 夥))
394,000 0.33% December 29, 2026
Shanghai Yiguan Corporate
Management Center (Limited
Partnership) (上海倚觀企業管理
中心(有限合夥)) Note 3
40,000 0.03% December 29, 2026
Total 23,765,900 19.71%
Notes:
1. The expiry date of the lock -up period shown in the table above is pursuant to the statutory lock -up
requirements under the PRC Company Law.
2. As at the date of the Prospectus, Mr. Samer Said Khouri held 100% of the entire equity interest in Asia
--- page 8 ---
Name
Number of H Shares
held in the Company
subject to lock-up
undertakings upon
Listing
% of total issued H
Shares after the
Global Offering
subject to lock-up
undertakings upon
Listing
Last day subject to
the lock-up
undertakings
Investments ARM (AIA) S.A. (“Asia Investment”), Asia Investments ARM (AIA) S.A. held 100% of the
entire equity interest in Sunny International Inc. Limited ( 旭日國際興業有限公司 ) (“Sunny
International”), and Sunny International in turn held 15,255,000 Shares. As such, under the SFO, Mr.
Samer Said Khouri is deemed to be interested in 15,255,000 H Shares held by Sunny International
through Asia Investments.
3. As of the date of t he Prospectus, Mr. Zhang Chunhua (“Mr. Zhang”), the supervisor of the Company,
held 50% interest in Shanghai Yiguan Corporate Management Center (Limited Partnership) (上海倚觀
企業管理中心(有限合夥)) (“Shanghai Yiguan”) as general partner, he is also the executive partner
of Shanghai Yiguan. As such, Mr. Zhang is deemed to be interested in 40,000 H Shares held by Shanghai
Yiguan.
PLACEE CONCENTRATION ANALYSIS
Placees*
Number of
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 3,098,400 13.99% 12.60% 3,098,400 2.57%
Top 5 11,532,300 52.09% 46.88% 11,532,300 9.57%
Top 10 17,142,900 77.43% 69.69% 17,142,900 14.22%
Top 25 21,514,500 97.17% 87.46% 21,514,500 17.85%
Note
* Ranking of placees is based on the number of Shares allotted to the placees.
H SHAREHOLDER CONCENTRATION ANALYSIS
Shareholders *
Number of
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 - - - 72,184,105 59.87%
Top 5 8,278,200 37.39% 33.65% 95,717,305 79.40%
Top 10 12,918,000 58.35% 52.51% 104,157,105 86.40%
Top 25 20,039,700 90.51% 81.46% 115,949,705 96.18%
--- page 9 ---
Note
* Ranking of Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
SHAREHOLDER CONCENTRATION ANALYSIS
Shareholders *
Number of
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 - - - 72,184,105 59.87%
Top 5 8,278,200 37.39% 33.65% 95,717,305 79.40%
Top 10 12,918,000 58.35% 52.51% 104,157,105 86.40%
Top 25 20,039,700 90.51% 81.46% 115,949,705 96.18%
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 53,657 valid applications
made by the public will be conditionally allocated on the basis set out below:
APPROXIMATE
PERCENTAGE
ALLOTTED
NO. OF
SHARES
NO. OF
VALID
OF THE TOTAL
NO. OF
APPLIED
FOR
APPLICAT
IONS BASIS OF ALLOTMENT / BALLOT
SHARES APPLIED
FOR
POOL A
300 22,510 168 out of 22,510 to receive 300 Shares 0.75%
600 3,691 55 out of 3,691 to receive 300 Shares 0.75%
900 15,166 341 out of 15,166 to receive 300 Shares 0.75%
1,200 676 20 out of 676 to receive 300 Shares 0.74%
1,500 569 21 out of 569 to receive 300 Shares 0.74%
1,800 301 13 out of 301 to receive 300 Shares 0.72%
2,100 270 13 out of 270 to receive 300 Shares 0.69%
2,400 253 13 out of 253 to receive 300 Shares 0.64%
2,700 198 11 out of 198 to receive 300 Shares 0.62%
3,000 1,690 104 out of 1,690 to receive 300 Shares 0.62%
4,500 4,662 433 out of 4,662 to receive 300 Shares 0.62%
6,000 413 50 out of 413 to receive 300 Shares 0.61%
7,500 191 27 out of 191 to receive 300 Shares 0.57%
9,000 190 32 out of 190 to receive 300 Shares 0.56%
--- page 10 ---
10,500 390 77 out of 390 to receive 300 Shares 0.56%
12,000 191 43 out of 191 to receive 300 Shares 0.56%
13,500 112 28 out of 112 to receive 300 Shares 0.56%
15,000 470 131 out of 470 to receive 300 Shares 0.56%
30,000 522 290 out of 522 to receive 300 Shares 0.56%
45,000 242 202 out of 242 to receive 300 Shares 0.56%
60,000 155
300 Shares plus 18 out of 155 to receive additional
300 Shares
0.56%
75,000 93
300 Shares plus 37 out of 93 to receive additional 300
Shares
0.56%
90,000 71
300 Shares plus 48 out of 71 to receive additional 300
Shares
0.56%
105,000 48
300 Shares plus 46 out of 48 to receive additional 300
Shares
0.56%
120,000 46
600 Shares plus 11 out of 46 to receive additional 300
Shares
0.56%
135,000 30
600 Shares plus 15 out of 30 to receive additional 300
Shares
0.56%
150,000 107
600 Shares plus 83 out of 107 to receive additional
300 Shares
0.56%
210,000 64
900 Shares plus 57 out of 64 to receive additional 300
Shares
0.56%
270,000 55 1,500 Shares 0.56%
330,000 20
1,800 Shares plus 3 out of 20 to receive additional 300
Shares
0.56%
390,000 16
2,100 Shares plus 2 out of 16 to receive additional 300
Shares
0.55%
450,000 11
2,400 Shares plus 2 out of 11 to receive additional 300
Shares
0.55%
510,000 20
2,700 Shares plus 6 out of 20 to receive additional 300
Shares
0.55%
53,443 Total number of Pool A successful applicants: 2,808
POOL B
570,000 134
4,500 Shares plus 71 out of 134 to receive additional
300 Shares
0.82%
630,000 17
5,100 Shares plus 3 out of 17 to receive additional 300
Shares
0.82%
690,000 13
5,400 Shares plus 10 out of 13 to receive additional
300 Shares
0.82%
840,000 13
6,600 Shares plus 12 out of 13 to receive additional
300 Shares
0.82%
990,000 8 8,100 Shares 0.82%
1,140,000 1 9,300 Shares 0.82%
1,230,000 28
9,900 Shares plus 14 out of 28 to receive additional
300 Shares
0.82%
214 Total number of Pool B successful applicants: 214
--- page 11 ---
As of the date of this announcement, the relevant subscription monies previously deposited in the
designated nominee accounts have been remitted back to the accounts of all HKSCC participants . Investors
should contact their relevant brokers for any inquiries.
COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that , except for the Listing Rules that have been waived and/or in respect of which
consent has been obtained, the Company has complied with the Listing Rules and guidance materials in relation
to the placing, allotment and listing of the 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
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 const itute 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 solely 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 December 18, 2025 issued by USAS Building System (Shanghai) 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 Sole Overall Coordinator (for itself and on behalf
of the Hong Kong Underwriters) shall be entitled to terminate its 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 December 30, 2025).
PUBLIC FLOAT AND FREE FLOAT
Taking into consideration of the H Shares to be issued pursuant to the Global Offering, the
public float of our Company will be approximately 25.1% upon the Listing, which is higher
than the prescribed percentage of H Shares required to be held in public hands of 25% under
Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules.
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The Directors confirm that, immediately following the completion of the Global Offering,
(i) the three largest public Shareholders do not hold more than 50% of the H Shares in public
hands at the time of Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules;
(ii) there will not be any new substantial Shareholder (as defined in the Listing Rules) of the Company;
(iii) no placee will, individually, be placed more than 10% of the enlarged issued share capital
of our Company immediately after the Global Offering; and (iv) there will be at least 300
Shareholders at the time of Listing in compliance with Rule 8.08(2) of the Listing Rules.
Under the applicable PRC laws, all existing Shareholders (including the Pre-IPO Investors)
are subject to a lock-up period of twelve months following the Listing Date. As such, H Shares
held by all existing Shareholders are not counted towards the free float of the H Shares of the
Company at the time of Listing. Further, the Cornerstone Investors have agreed to a lock -up
period of six months following the Listing Date. As such, H Shares to be 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$7.10 per Offer Share and
the total number of Offer Shares allotted to investors who are not core connected person of
the Company and are not subject to any disposal restrictions, representing approximately 14.39%
of the total issued Shares upon completion of the Global Offering, the free float of our
Company is 14.39% and with a market value at the time of the Listing of approximately HK$123.17
million, which satisfies the 10% threshold and the expected market value at the time of Listing
of not less than HK$50,000,000 under Rule 19A.13C(1) of the Listing Rules. Therefore, the
Company satisfies the free float requirement under Rule 19A.13C(1) of the Listing Rules.
COMMENCEMENT OF DEALINGS
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, December
30, 2025 (Hong Kong time), provided that the Global Offering has become unconditional
and the right of termination described in the section headed “Underwriting Underwriting
Arrangements and Expenses Hong Kong Public Offering Grounds for Termination” in the
Prospectus has not been exercised. Investors who trade the H Shares on the basis of publicly
available allocation details prior to the receipt of H Share certificates or prior to the H Share
certificates becoming valid evidence of title do so entirely at their own risk.
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Tuesday,
December 30, 2025 (Hong Kong time), it is expected that dealings in the H Shares on the Stock
Exchange will commence at 9:00 a.m. on Tuesday, December 30, 2025 (Hong Kong time). The H
Shares will be traded in board lots of 300 H Shares each, and the stock code of the H Shares will be
2671.
By order of the Board
USAS Building System (Shanghai) Co., Ltd.
美聯鋼結構建築系統(上海)股份有限公司
Mr. Brian B.Y. Chen
Chairman and Executive Director
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Hong Kong, December 29, 2025
As at the date of this announcement, the Board comprises Mr. Brian B.Y. Chen and Ms. Angela
Chen Mah as executive directors, Mr. Charles Chiang Mah and Mr. Wajdi Maalouf as non -
executive directors, and Mr. Liu Xuming, Mr. He Zhicong and Mr. Chong Hon Wang as independent
non-executive directors.