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.
1181 lines
46 KiB
Plaintext
1181 lines
46 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”,
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or the “Hong Kong Stock Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no
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responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and
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expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
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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
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defined in the prospectus dated February 27, 2026 (the “Prospectus ”) of ESTUN AUTOMATION CO., LTD (ԯ
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ʮ̡ ) (the “Company ”). This announcement is made by the order of the board (the “Board ”)
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of directors (the “Directors ”) of the Company. The Board collectively and individually accept responsibility for the
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accuracy of this announcement.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for any securities. This announcement is not a prospectus. Potential investors should read the Prospectus
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for detailed information about the Global Offering described below before deciding whether or not to invest in
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the Offer Shares. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the
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information provided in the Prospectus.
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This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia or any other
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jurisdiction where such distribution is prohibited by laws). This announcement does not constitute or form a part of
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any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The
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securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933
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as amended from time to time (the “U.S. Securities Act ”) or securities law of any state or other jurisdiction of the
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United States. The securities may not be offered, sold, pledged or otherwise transferred within the United States except
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pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any
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applicable state securities laws, or outside the United States unless in compliance with Regulation S under the U.S.
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Securities Act. There will be no public offer of securities in the United States.
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In connection with the Global Offering, Huatai Financial Holdings (Hong Kong) Limited as stabilizing manager (the
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“Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the Underwriters, to the extent
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permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect
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transactions with a view to stabilizing or supporting the market price of the H Shares at such price, in such amounts
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and in such manners as the Stabilizing Manager, its affiliates or any person acting for it may determine and at a
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level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is
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no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct any such stabilizing
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action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or
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its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest of
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the Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days of the last
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day for lodging applications under the Hong Kong Public Offering (which is Friday, April 3, 2026). Such Stabilizing
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action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with
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all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules
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(Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter
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571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for
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longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
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after the last day for lodging applications under the Hong Kong Public Offering (which is Friday, April 3, 2026). After
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this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of the H
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Shares, could fall.
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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to terms and conditions set out
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in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/
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or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Sole Sponsor and the
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Sponsor-Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters) shall be entitled to terminate
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the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the
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section headed “Underwriting { Underwriting Arrangements and Expenses { Hong Kong Public Offering { Grounds
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for Termination ” in the Prospectus at any time prior to 8:00 a.m. on the Listing Date.
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--- page 2 ---
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2
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ESTUN AUTOMATION 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 the Global
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Offering
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: 96,780,000 H Shares (subject to the Over-
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allotment Option)
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Number of Hong Kong Offer Shares : 9,678,000 H Shares
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Number of International Offer Shares : 87,102,000 H Shares (subject to the Over-
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allotment Option)
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Final Offer Price : HK$15.36 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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Hong Kong Stock Exchange trading fee of
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0.00565% and AFRC transaction levy of
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0.00015%
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Nominal value : RMB1.00 per H Share
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Stock code : 2715
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Sole Sponsor, Sponsor-Overall Coordinator, Joint Global Coordinator,
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Joint Bookrunner and Joint Lead Manager
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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Joint Bookrunner and Joint Lead Manager
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--- page 3 ---
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3
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ESTUN AUTOMATION CO., LTD
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
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meanings as those defined in the prospectus dated February 27, 2026 (the “Prospectus ”) issued by
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ESTUN AUTOMATION 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 2715
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Stock short name ESTUN
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Dealings commencement date March 9, 2026*
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* see note at the end of the announcement
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Price Information
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Final Offer Price HK$15.36
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Offer Price Range HK$15.36-HK$17.00
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Offer Price Adjustment N/A
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Offer Shares and Share Capital
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Number of Offer Shares 96,780,000
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Final Number of Offer Shares in Hong
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Kong Public Offering
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9,678,000
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Final Number of Offer Shares in
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International Offering (before exercise of
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the Over-allotment Option)
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87,102,000
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Number of issued Shares upon Listing
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(before exercise of the Over-allotment
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Option)
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967,798,453
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--- page 4 ---
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4
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Over-allocation
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Number of Offer Shares over-allocated (Note) 14,517,000
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Note: Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in the
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secondary market at prices that do not exceed the Offer Price or through deferred delivery or a combination
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of these means. In the event the Over-allotment Option is exercised, an announcement will be made on the
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Stock Exchange ’s website.
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Proceeds
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Gross proceeds (Note) HK$1,486.54 million
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Less: Estimated listing expenses payable
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based on Final Offer Price
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HK$75.01 million
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Net proceeds HK$1,411.53 million
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Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. The
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Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if
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any) for the purposes as set out in the section headed “Future Plans and Use of Proceeds ” of the Prospectus
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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 27,190
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No. of successful applications 6,799
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Subscription level 19.67 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under
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the Hong Kong Public Offering
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9,678,000
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Final no. of Offer Shares under the Hong
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Kong Public Offering
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9,678,000
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% of Offer Shares under the Hong Kong
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Public Offering to the Global Offering
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10.00%
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Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can
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refer to www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
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www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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--- page 5 ---
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5
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INTERNATIONAL OFFERING
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No. of placees 87
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Subscription Level 3.34 times
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No. of Offer Shares initially available under
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the International Offering
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87,102,000
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Final no. of Offer Shares under the
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International Offering
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87,102,000
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% of Offer Shares under the International
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Offering to the Global Offering
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90.00%
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The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a
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waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph
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1C(2) of Appendix F1 to the Listing Rules (the “Placing Guidelines ”) granted by the Stock
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Exchange to permit the Company to allocate certain Offer Shares in the International Offering
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to certain Existing Minority Shareholders and/or their close associates, and (b) a consent under
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paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company
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to, among other things, allocate further H Shares in the International Offering to certain existing
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Shareholders and/or their close associates and Cornerstone Investors, (i) none of the Offer Shares
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subscribed by the placees and the public have been financed directly or indirectly by the Company,
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any of the Directors, chief executive of the Company, Controlling Shareholders, substantial
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Shareholders, existing Shareholders of the Company or any of its subsidiaries or their respective
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close associates; and (ii) none of the placees and the public who have purchased the Offer Shares
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are accustomed to taking instructions from the Company, any of its Directors, chief executive,
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Controlling Shareholders, substantial Shareholders, existing Shareholders of the Company or any
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of its subsidiaries or their respective close associates in relation to the acquisition, disposal, voting
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or other disposition of H Shares registered in his/her/its name or otherwise held by him/her/it.
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The placees in the International Offering include the following:
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--- page 6 ---
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6
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Cornerstone Investors
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Cornerstone Investors
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No. of Offer
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Shares allocated (1)
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Approximate % of
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total issued
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H Shares after the
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Global Offering (2)(3)
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Approximate
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% of total issued
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share capital
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after the Global
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Offering (3)
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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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Harvest International
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Premium Value (Secondary
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Market) Fund SPC acting
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on behalf of and for the
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account of Harvest Oriental
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SP (“Harvest Oriental ”) 10,177,200 10.52% 1.05% No
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Hengtong Optic-electric
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International Co., Limited
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(“Hengtong Optic-electric
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International ”) 7,633,000 7.89% 0.79% No
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Dream ’ee (Hong Kong)
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Open-ended Fund Company
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(“Dream ’ee HK Fund ”) 5,208,200 5.38% 0.54% No
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Deep Source Holdings
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Limited
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(“Deep Source ”) 5,088,600 5.26% 0.53% No
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Haitian Huayuan
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(Singapore) Pte. Ltd.
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(“Haitian Huayuan ”) 2,481,400 2.56% 0.26% No
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New Fortune Holdings
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Group Limited ( “New
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Fortune ”) 1,933,600 2.00% 0.20% No
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Qianhai Hezhong
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Investment Holding
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Limited ( “Qianhai
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Hezhong Investment ”) 1,526,600 1.58% 0.16% No
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Total 34,048,600 35.18% 3.52%
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Notes:
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(1) The number of Offer Shares allocated to such investors only represents the number of Offer Shares allocated
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to the investors as cornerstone investors in the International Offering. For allocations of Offer Shares to
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the relevant investors as placees (if any), please refer to the section headed “Allotment Results Details –
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International Offering – Allottees with waiver/consents obtained ” in this announcement.
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(2) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to
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be issued under the Global Offering.
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(3) Assuming the Over-allotment Option is not exercised.
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(4) In addition to the Offer Shares subscribed for as Cornerstone Investors, Dream ’ee HK Fund, Qianhai Hezhong
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Investment, a close associate of New Fortune, and a close associate of Harvest Oriental were allocated further
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Offer Shares as placees in the International Offering. Please refer to the section headed “Allotment Results
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Details { International Offering { Allottees with Waivers/Consents Obtained ” in this announcement for
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details. Only the Offer Shares subscribed for as Cornerstone Investors are subject to lock-up as indicated
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below. For details, please refer to the section headed “Lock-up Undertakings { Cornerstone Investors ” in
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this announcement.
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--- page 7 ---
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7
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Allottees with Waivers/Consents Obtained
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Investor
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No. of Offer
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Shares allocated
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Approximate
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% of total issued
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H Shares after the
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Global Offering (1)(2)
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Approximate % of
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total issued
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share capital
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after the Global
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Offering (2) Relationship
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Allottees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of the
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Placing Guidelines in relation to subscription for H Shares by Existing Minority Shareholders holding more than 1% of the issued
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share capital of the Company immediately prior to the completion of the Global Offering and/or their close associates (3)
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Nil Nil Nil Nil Nil
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Allottees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of
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further H Shares to Cornerstone Investors (4)
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Dream’ee HK Fund 3,515,600 3.63% 0.36% Same entity as the
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Cornerstone Investor
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Qianhai Hezhong Investment 1,025,800 1.06% 0.11% Same entity as the
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Cornerstone Investor
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Mr. Sang Kangqiao 1,442,800 1.49% 0.15% A close associate
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of New Fortune, a
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Cornerstone Investor
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Harvest Global Capital
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Investment Limited
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10,684,600 11.04% 1.10% A close associate of
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Harvest Oriental, a
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Cornerstone Investor
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Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants
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in relation to allocations to connected clients (5)
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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 allocated
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Approximate
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% of total issued
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H Shares after the
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Global Offering (1)(2)
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Approximate % of
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total issued
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share capital
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after the Global
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Offering (2) Relationship
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GF Global Capital Limited
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(“GFGC”)
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1,780,000 1.84% 0.18% Connected client
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as a placee
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CITIC Securities
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International Capital
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Management Limited ( “CSI”)
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1,272,000 1.31% 0.13% Connected client
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as a placee
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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 the Global Offering.
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(2) Assuming the Over-allotment Option is not exercised.
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(3) 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
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1C(2) of the Placing Guidelines to permit H Shares in the International Offering to be placed to such Existing Minority Shareholders. Please refer to
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the section headed “Waivers from Strict Compliance With the Listing Rules and Exemption From Compliance with the Companies (Winding Up and
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Miscellaneous Provisions) Ordinance { Allocation of H Shares to Existing Minority Shareholders and Their Close Associates ” of the Prospectus for details.
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The Stock Exchange has granted the waiver on the condition that, among others, details of the allocation to the Existing Minority Shareholders holding
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more than 1% of the issued share capital of the Company (including the treasury Shares) immediately prior to the completion of the Global Offering will be
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disclosed in the Prospectus and/or allotment results announcement.
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(4) The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the number of Offer Shares allocated to the investors
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as placees in the International Offering. For allocations of Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed
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“Allotment Results Details { International Offering { Cornerstone Investors ” in this announcement. For details of the consent under paragraph 18 of Chapter
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4.15 of the Guide for New Listing Applicants in relation to allocations of further H Shares to the Cornerstone Investors, please refer to the section headed
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“Others/Additional Information { Allocations of Offer Shares to certain Cornerstone Investors and/or their close associates with a consent under paragraph
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18 of Chapter 4.15 of the Guide for New Listing Applicants ” in this announcement.
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(5) For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations
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to connected clients, please refer to the sections headed “Others/Additional Information { Placing to connected clients with a prior consent under paragraph
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1C(1) of the Placing Guidelines ” in this announcement.
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--- page 9 ---
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9
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of Shares
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held in the Company
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subject to lock-up
|
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undertakings
|
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upon Listing
|
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% of total issued
|
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H Shares after the
|
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Global Offering
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing (1)(2)
|
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% of shareholding
|
||
in Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing (2)
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Last day subject
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to the lock-up
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undertakings (3)
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Mr. Wu Bo 110,996,700 – 11.47% September 8, 2026
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(First Six-Month
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Period) (4)
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March 8, 2027
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(Second Six-Month
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Period) (5)
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Mr. Wu Kan 1,263,033 – 0.13% September 8, 2026
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(First Six-Month
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Period) (4)
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March 8, 2027
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(Second Six-Month
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Period) (5)
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Nanjing Primest Technology
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Co., Ltd. (߅
|
||
ʮ̡ )
|
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254,894,742 – 26.34% September 8, 2026
|
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(First Six-Month
|
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Period) (4)
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March 8, 2027
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(Second Six-Month
|
||
Period) (5)
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Sub-total 367,154,475 – 37.94%
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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 applicable Listing Rules, the required lock-up for the first six month period will end on September 8, 2026 and for the second
|
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six-month period will end on March 8, 2027.
|
||
(4) Each member of the Controlling Shareholders may dispose of or transfer Shares after the indicated date subject to that the any member of Controlling
|
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Shareholders will not cease to be a controlling shareholder (as defined in the Listing Rules).
|
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(5) The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after the indicated date.
|
||
|
||
|
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--- page 10 ---
|
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10
|
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Cornerstone Investors
|
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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 (1)(2)
|
||
% of shareholding
|
||
in Company
|
||
subject to lock-up
|
||
undertakings
|
||
upon Listing (2)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (3)
|
||
Harvest Oriental 10,177,200 10.52% 1.05% September 8, 2026
|
||
Hengtong Optic-electric
|
||
International
|
||
7,633,000 7.89% 0.79% September 8, 2026
|
||
Dream ’ee HK Fund 5,208,200 5.38% 0.54% September 8, 2026
|
||
Deep Source 5,088,600 5.26% 0.53% September 8, 2026
|
||
Haitian Huayuan 2,481,400 2.56% 0.26% September 8, 2026
|
||
New Fortune 1,933,600 2.00% 0.20% September 8, 2026
|
||
Qianhai Hezhong
|
||
Investment
|
||
1,526,600 1.58% 0.16% September 8, 2026
|
||
Sub-total 34,048,600 35.18% 3.52%
|
||
Notes:
|
||
(6) 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.
|
||
(7) Assuming the Over-allotment Option is not exercised.
|
||
(8) In accordance with the respective cornerstone investment agreements, the required lock-up periods will end on September 8, 2026. The Cornerstone
|
||
Investors will cease to be prohibited from disposing of or transferring the Shares subscribed for pursuant to their respective cornerstone investment
|
||
agreements after the indicated date.
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number of
|
||
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
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Top 1 20,861,800 24.0% 20.5% 21.6% 18.7% 20,861,800 2.2% 2.1%
|
||
Top 5 46,877,200 53.8% 46.1% 48.4% 42.1% 46,877,200 4.8% 4.8%
|
||
Top 10 61,518,000 70.6% 60.5% 63.6% 55.3% 61,518,000 6.4% 6.3%
|
||
Top 25 82,324,600 94.5% 81.0% 85.1% 74.0% 82,324,600 8.5% 8.4%
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDER CONCENTRATION ANALYSIS
|
||
H
|
||
Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of
|
||
total issued
|
||
H Shares
|
||
capital
|
||
upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
% of
|
||
total issued
|
||
H Shares
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number of
|
||
Shares
|
||
held upon
|
||
Listing
|
||
Top 1 20,861,800 24.0% 20.5% 21.6% 18.7% 20,861,800 21.6% 18.7% 20,861,800
|
||
Top 5 46,877,200 53.8% 46.1% 48.4% 42.1% 46,877,200 48.4% 42.1% 46,877,200
|
||
Top 10 61,518,000 70.6% 60.5% 63.6% 55.3% 61,518,000 63.6% 55.3% 61,518,000
|
||
Top 25 82,324,600 94.5% 81.0% 85.1% 74.0% 82,324,600 85.1% 74.0% 82,324,600
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the
|
||
Over-
|
||
allotment
|
||
Option)
|
||
% of
|
||
total issued
|
||
share capital
|
||
upon Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is
|
||
exercised
|
||
and new
|
||
H Shares
|
||
are issued)
|
||
Top 1 0 0.0% 0.0% 0.0% 0.0% 0 367,154,475 37.9% 37.4%
|
||
Top 5 20,861,800 24.0% 20.5% 21.6% 18.7% 20,861,800 449,583,689 46.5% 45.8%
|
||
Top 10 42,307,200 48.6% 41.6% 43.7% 38.0% 42,307,200 483,809,363 50.0% 49.3%
|
||
Top 25 67,186,200 77.1% 66.1% 69.4% 60.4% 67,186,200 525,761,148 54.3% 53.5%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
|
||
the public will be conditionally allocated on the basis set out below:
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT / BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF
|
||
SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
200 12,869 642 out of 12,869 to receive 200
|
||
Shares
|
||
4.99%
|
||
400 4,206 420 out of 4,206 to receive 200 Shares 4.99%
|
||
600 1,471 220 out of 1,471 to receive 200 Shares 4.99%
|
||
800 593 118 out of 593 to receive 200 Shares 4.97%
|
||
1,000 1,093 271 out of 1,093 to receive 200 Shares 4.96%
|
||
1,200 384 114 out of 384 to receive 200 Shares 4.95%
|
||
1,400 200 69 out of 200 to receive 200 Shares 4.93%
|
||
1,600 197 77 out of 197 to receive 200 Shares 4.89%
|
||
1,800 207 90 out of 207 to receive 200 Shares 4.83%
|
||
2,000 1,966 943 out of 1,966 to receive 200 Shares 4.80%
|
||
3,000 553 398 out of 553 to receive 200 Shares 4.80%
|
||
4,000 348 334 out of 348 to receive 200 Shares 4.80%
|
||
5,000 375 200 Shares plus 74 out of 375 to
|
||
receive additional 200 Shares
|
||
4.79%
|
||
6,000 359 200 Shares plus 157 out of 359 to
|
||
receive additional 200 Shares
|
||
4.79%
|
||
7,000 122 200 Shares plus 82 out of 122 to
|
||
receive additional 200 Shares
|
||
4.78%
|
||
8,000 115 200 Shares plus 105 out of 115 to
|
||
receive additional 200 Shares
|
||
4.78%
|
||
9,000 89 400 Shares plus 13 out of 89 to
|
||
receive additional 200 Shares
|
||
4.77%
|
||
10,000 639 400 Shares plus 245 out of 639 to
|
||
receive additional 200 Shares
|
||
4.77%
|
||
20,000 380 800 Shares plus 293 out of 380 to
|
||
receive additional 200 Shares
|
||
4.77%
|
||
30,000 213 1,400 Shares plus 34 out of 213 to
|
||
receive additional 200 Shares
|
||
4.77%
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT / BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF
|
||
SHARES
|
||
APPLIED FOR
|
||
40,000 132 1,800 Shares plus 72 out of 132 to
|
||
receive additional 200 Shares
|
||
4.77%
|
||
50,000 80 2,200 Shares plus 74 out of 80 to
|
||
receive additional 200 Shares
|
||
4.77%
|
||
60,000 94 2,800 Shares plus 30 out of 94 to
|
||
receive additional 200 Shares
|
||
4.77%
|
||
70,000 21 3,200 Shares plus 14 out of 21 to
|
||
receive additional 200 Shares
|
||
4.76%
|
||
80,000 48 3,800 Shares plus 2 out of 48 to
|
||
receive additional 200 Shares
|
||
4.76%
|
||
90,000 24 4,200 Shares plus 10 out of 24 to
|
||
receive additional 200 Shares
|
||
4.76%
|
||
100,000 181 4,600 Shares plus 137 out of 181 to
|
||
receive additional 200 Shares
|
||
4.75%
|
||
200,000 93 9,400 Shares plus 49 out of 93 to
|
||
receive additional 200 Shares
|
||
4.75%
|
||
Total 27,052 Total number of Pool A successful
|
||
applicants: 6,661
|
||
POOL B
|
||
300,000 71 16,200 Shares plus 28 out of 71 to
|
||
receive additional 200 Shares
|
||
5.43%
|
||
400,000 16 21,600 Shares plus 8 out of 16 to
|
||
receive additional 200 Shares
|
||
5.43%
|
||
500,000 7 27,000 Shares plus 5 out of 7 to
|
||
receive additional 200 Shares
|
||
5.43%
|
||
600,000 8 32,400 Shares plus 6 out of 8 to
|
||
receive additional 200 Shares
|
||
5.43%
|
||
700,000 3 38,000 Shares 5.43%
|
||
800,000 4 43,400 Shares 5.43%
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT / BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED
|
||
OF THE TOTAL
|
||
NO. OF
|
||
SHARES
|
||
APPLIED FOR
|
||
900,000 3 48,800 Shares plus 1 out of 3 to
|
||
receive additional 200 Shares
|
||
5.43%
|
||
1,000,000 11 54,200 Shares plus 3 out of 11 to
|
||
receive additional 200 Shares
|
||
5.43%
|
||
1,500,000 5 81,400 Shares 5.43%
|
||
2,000,000 7 108,400 Shares plus 4 out of 7 to
|
||
receive additional 200 Shares
|
||
5.43%
|
||
3,000,000 1 162,800 Shares 5.43%
|
||
4,839,000 2 262,600 Shares 5.43%
|
||
Total 138 Total number of Pool B successful
|
||
applicants: 138
|
||
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, its Controlling Shareholders, Directors or syndicate members
|
||
to any placees or the public (as the case may be) and the consideration paid by the placees or the
|
||
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased
|
||
by them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy,
|
||
SFC transaction levy and Stock Exchange trading fee payable.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocation of H Shares to existing minority shareholders and their close associates with a
|
||
waiver from the strict compliance with Rule 10.04 of the Listing Rules and a prior consent
|
||
under paragraph 1C(2) of the Placing Guidelines
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted to the
|
||
Company, 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 and/or their close associates who
|
||
will participate only as either cornerstone investors or placees (but not both) in the International
|
||
Offering (together, the “Existing Minority Shareholders ”) on the conditions that:
|
||
(i) each Existing Minority Shareholder to whom our Company may allocate the H Shares in the
|
||
International Offering holds less than 5% of the total number of A Shares in issue of our
|
||
Company before Listing;
|
||
(ii) each Existing Minority Shareholder is not, and will not be, a core connected person of our
|
||
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 have the right to appoint a Director and/or have
|
||
any other special rights;
|
||
(iv) allocation to the Existing Minority Shareholders or their close associates will not affect our
|
||
ability to satisfy the public float requirement as prescribed by the Stock Exchange under Rule
|
||
8.08 (as amended and replaced by Rule 19A.13A(2) when applied to PRC issuers with other
|
||
listed shares) of the Listing Rules;
|
||
(v) the Sole Sponsor will confirm to the Stock Exchange in writing that based on (i) its
|
||
discussions with our Company and the Sponsor-Overall Coordinator; and (ii) the
|
||
confirmations provided to the Stock Exchange by our Company and the Sponsor-Overall
|
||
Coordinator (confirmations (vi) and (vii) mentioned below), and to the best of its knowledge
|
||
and belief, it has no reason to believe that any of the Existing Minority Shareholders or their
|
||
close associates received any preferential treatment, or is in a position to exert influence
|
||
on the Company to obtain actual or perceived preferential treatment in the allocation either
|
||
as a cornerstone investor or as a placee by virtue of their relationship with our 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 for New Listing Applicants,
|
||
and 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;
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
(vi) our 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 our 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 for New Listing Applicants, 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, no 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;
|
||
(vii) in the case of participation as placees, the Sponsor-Overall Coordinator will confirm to the
|
||
Stock Exchange that, to the best of its 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 our Company in any allocation in the placing tranche.
|
||
Please refer to the section headed “Waivers from Strict Compliance with Listing Rules and
|
||
Exemption from Compliance with the Companies (Winding Up and Miscellaneous Provisions)
|
||
Ordinance – Allocation of H Shares to Existing Minority Shareholders and Their Close Associates ”
|
||
in the Prospectus for further details of the waiver and consent. 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 Cornerstone Investors and/or their close associates with
|
||
a consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under paragraph
|
||
18 of Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to allocate
|
||
further Offer Shares in the International Offering to certain Cornerstone Investors and/or their
|
||
close associates as placees, subject to the following conditions (the “Allocation to Size-based
|
||
Exemption Participants ”):
|
||
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total
|
||
value of at least HK$1 billion;
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
(b) 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 requirement of Rule 19A.13A(2) of the Listing Rules;
|
||
(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 them or their respective close
|
||
associates under this exemption;
|
||
(d) the details of allocation to the Cornerstone Investors under the size-based exemption will be
|
||
disclosed in this announcement.
|
||
Such allocations of Offer Shares are in compliance with all the conditions under the consent
|
||
granted by the Stock Exchange.
|
||
For details of the allocations of Offer Shares to Cornerstone Investors, please refer to the section
|
||
headed “Allotment Results Details – International Offering – Allottees with Waivers/Consents
|
||
Obtained ” in this announcement.
|
||
Placing to connected clients with a prior 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 as placees. Please refer to the section
|
||
headed “Allotment Results Details { International Offering { Allottees with Waivers/Consents
|
||
Obtained ” in this announcement for details.
|
||
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 as placees. 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 as placees are set out
|
||
below:
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
No.
|
||
Connected
|
||
Distributor
|
||
Connected
|
||
Client (3)
|
||
Relationship
|
||
between the
|
||
Connected
|
||
Client and
|
||
the Connected
|
||
Distributor(s)
|
||
Whether the
|
||
Connected
|
||
Client will
|
||
hold the
|
||
beneficial
|
||
interests of
|
||
the Offer
|
||
Shares
|
||
on a
|
||
nondiscretionary
|
||
basis or
|
||
discretionary
|
||
basis for
|
||
independent
|
||
third parties
|
||
Number of
|
||
H Shares
|
||
to be
|
||
allocated
|
||
Approximate
|
||
% of the total
|
||
Offer Shares
|
||
in the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
% of the total
|
||
Offer Shares
|
||
in the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is fully
|
||
exercised)
|
||
Approximate
|
||
%
|
||
of the total
|
||
issued share
|
||
capital
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is not
|
||
exercised)
|
||
Approximate
|
||
%
|
||
of the total
|
||
issued share
|
||
capital
|
||
immediately
|
||
following
|
||
completion
|
||
of the Global
|
||
Offering
|
||
(assuming the
|
||
Over-
|
||
allotment
|
||
Option is fully
|
||
exercised)
|
||
1. GF Securities
|
||
(Hong Kong)
|
||
Brokerage
|
||
Limited
|
||
GFGC(1) GF Securities
|
||
(Hong Kong)
|
||
Brokerage
|
||
Limited and
|
||
GFGC are
|
||
member of the
|
||
same group of
|
||
companies
|
||
Non-discretionary
|
||
basis
|
||
1,780,000 1.84% 1.60% 0.18% 0.18%
|
||
2. CITIC Securities
|
||
Brokerage (HK)
|
||
Limited ( “CITIC
|
||
Brokerage ”)
|
||
CSI(2) CITIC
|
||
Brokerage
|
||
and CSI are
|
||
members of the
|
||
same group of
|
||
companies.
|
||
Non-discretionary
|
||
basis
|
||
1,272,000 1.31% 1.14% 0.13% 0.13%
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
Notes:
|
||
(1). GFGC is to invest on non-discretionary basis. GFGC and GF Securities Co., Ltd. will enter into a series of cross
|
||
border delta one OTC swap transactions (the “OTC Swaps ”) with each other and the ultimate client (the “GFGC
|
||
Ultimate Client ”), pursuant to which GFGC will hold the Offer Shares on a non-discretionary basis to hedge
|
||
the OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the GFGC
|
||
Ultimate Client, subject to customary fees and commissions. The OTC swaps will be fully funded by the GFGC
|
||
Ultimate Client. During the terms of the OTC Swaps, all economic returns of the Offer Shares subscribed by
|
||
GFGC will be passed to the GFGC Ultimate Client and all economic loss shall be borne by the GFGC Ultimate
|
||
Client through the OTC Swaps, and GFGC will not take part in any economic return or bear any economic loss
|
||
in relation to the Offer Shares. The OTC Swaps are linked to the Offer Shares and the GFGC Ultimate Client
|
||
may request GFGC to redeem it at their own discretions, upon which GFGC shall dispose of the Offer Shares
|
||
and settle OTC Swaps in cash in accordance with the terms and conditions of the OTC Swap. Despite that
|
||
GFGC will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching to the
|
||
relevant Offer Shares during the terms of the OTC Swaps according to its internal policy.
|
||
GFGC will hold the Offer Shares for and on behalf of one ultimate client on non-discretionary basis, namely
|
||
Jifu Venture Capital Co., Ltd. (ʮ̡ ), where except for Dong Zhengqing, no ultimate
|
||
beneficial owners hold 30% or more interest.
|
||
To the best of GFGC ’s knowledge, the GFGC Ultimate Client is an Independent Third Party of GFGC, GF
|
||
Securities (Hong Kong) Brokerage Limited and the companies which are members of the same group of GFGC
|
||
and GF Securities (Hong Kong) Brokerage.
|
||
(2). CSI and CITIC Securities Company Limited will enter into a series of cross border OTC swap transactions
|
||
(“OTC Swaps ”) with the investment manager for and on behalf of its ultimate client (the “CSI Ultimate
|
||
Client ”). CSI will hold the Offer Shares to be subscribed for and on behalf of the CSI Ultimate Client to hedge
|
||
the OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CSI
|
||
Ultimate Client, subject to customary fees and commissions. CSI will enter into the OTC Swaps on behalf of
|
||
the CSI Ultimate Client on a non-discretionary basis. CSI will not take part in any economic returns or bear
|
||
any economic losses in relation to the Offer Shares. The OTC Swaps will be fully funded by the CSI Ultimate
|
||
Client.
|
||
CSI will hold the Offer Shares for and on behalf of one ultimate client on non-discretionary basis, namely HY
|
||
Capital Company Limited, where except for Xia Hui and Lu Ang, no ultimate beneficial owners hold 30% or
|
||
more interest.
|
||
CSI has confirmed that, to the best of their knowledge, each of the CSI Ultimate Client and its ultimate
|
||
beneficial owners are independent third parties of CSI, CITIC Connected Distributors and the companies which
|
||
are members of the same group of companies as CITIC Brokerage.
|
||
(3). Each of the Connected Client is not a collective investment scheme which is not authorized by the SFC, nor is it
|
||
holding the Offer Shares on behalf of such schemes.
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||
Hong Kong Securities Clearing Company Limited 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 February 27, 2026 issued by ESTUN AUTOMATION
|
||
CO., LTD for detailed information about the Global Offering described below before deciding
|
||
whether or not to invest in the H Shares thereby being offered.
|
||
* Potential investors of the Offer Shares should note that the Sole Sponsor and the Sponsor-
|
||
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 section headed “Underwriting
|
||
– Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for
|
||
Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing
|
||
Date (which is currently expected to be on Monday, March 9, 2026).
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately after the completion of the Global Offering, the number of the H Shares to be held by
|
||
the public represents approximately 10.00% of the total issued share capital of our Company, the
|
||
Company will therefore satisfy the public float requirement as required under Rule 19A.13A(2)(a)
|
||
of the Listing Rules.
|
||
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$15.36 per H Share, the Company satisfies the free float requirement under
|
||
Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing Rules.
|
||
The Directors confirm that, immediately following completion of the Global Offering (before any
|
||
exercise of the Over-allotment Option): (i) the Shares will be held by at least 300 Shareholders
|
||
at the time of Listing, in compliance with Rule 8.08(2) of the Listing Rules; (ii) the three largest
|
||
public Shareholders will not hold more than 50% of the H Shares held in public hands at the
|
||
time of Listing, in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; (iii) no placee
|
||
will, individually, be placed more than 10% of the enlarged issued share capital of the Company
|
||
immediately after the Global Offering; and (iv) there will not be any new substantial Shareholder
|
||
(as defined in the Listing Rules) immediately after the Global Offering.
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Monday, March 9,
|
||
2026 (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 Monday,
|
||
March 9, 2026 (Hong Kong time), it is expected that dealings in the H Shares on the Stock
|
||
Exchange will commence at 9:00 a.m. on Monday, March 9, 2026 (Hong Kong time). The H
|
||
Shares will be traded in board lots of 200 H Shares each, and the stock code of the H Shares will
|
||
be 2715.
|
||
By order of the Board
|
||
ESTUN AUTOMATION CO., LTD
|
||
Mr. WU Bo
|
||
Chairman of the Board and executive Director
|
||
Hong Kong, March 6, 2026
|
||
As of the date of this announcement, the Board comprises: (i) Mr. WU Bo, Mr. WU Kan, Mr. ZHU
|
||
Chunhua, Mr. ZHOU Ailin and Mr. HE Lingjun as executive Directors; (ii) Ms. CHEN Yinlan as
|
||
non-executive Director; and (iii) Dr. TANG Wencheng, Dr. HAN Xiaofang and Mr. LIN Jinjun as
|
||
independent non-executive Directors.
|