6d05056609
Request: - Use archivist to close the 137 T1 ipo_demand source-only gaps using extracted PDF text. Changes: - Add an incremental T1 demand text backfill script. - Parse existing allotment-result extracted text into ipo_demand. - Archive linked Summary PDFs from old HKEX HTML allotment-result pages. - Correct allotment-result selection to prefer primary result announcements over clarification or supplemental notices. - Add robust line-aware allotment parsing and document the workflow in archivist and README. - Record the backfill result in a report. Execution: - Selected 137 source-only T1 demand gaps. - Wrote 137 ipo_demand rows, increasing ipo_demand from 154 to 291 rows. - Archived 38 new HKEX allotment-result PDFs and extracted their text. - Confirmed an incremental rerun selects 0 gaps and writes 0 rows. Verification: - Ran git diff --cached --check. - Ran py_compile for archive_hkex_documents.py and backfill_t1_demand_from_text.py. - Checked SQLite integrity and foreign keys. - Confirmed DB row counts match CSV snapshots. - Verified no T1 complete row is missing ipo_demand. - Verified source_refs paths/files/hashes and PDF extracted-text manifest hashes. Next useful context: - T1 demand structure is complete for listed rows; 06106 and 06675 remain pending_not_due. - T2 grey-market and due price-performance gaps remain separate archivist priorities. - Analyst output should be regenerated before using the new T1 demand facts for scoring.
1261 lines
59 KiB
Plaintext
1261 lines
59 KiB
Plaintext
--- page 1 ---
|
||
3
|
||
ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
|
||
SUMMARY
|
||
Net Proceeds from the Global Offering
|
||
• Based on the final Offer Price of HK$60.60 per Offer Share, the net proceeds from the
|
||
Global Offering to be received by the Company, after deduction of the underwriting fees
|
||
and commissions and estimated expenses payable by the Company in connection with the
|
||
Global Offering, are estimated to be approximately HK$1,258.9 million (assuming the
|
||
Over–allotment Option is not exercised). The estimated total listing expenses (assuming
|
||
that the Over-allotment Option is not exercised) are approximately HK$101.4 million,
|
||
or 7.5% of the gross proceeds of the Global Offering, comprising HK$54.5 million
|
||
underwriting fees, HK$35.3 million fees and expenses of legal advisors and Reporting
|
||
Accountants and HK$11.6 million other fees and expenses. The Company intends to use
|
||
the net proceeds from the Global Offering in the manner as set out in the paragraph headed
|
||
“Net Proceeds from the Global Offering ” in this announcement.
|
||
• If the Over-allotment Option is exercised in full, the Company will receive additional net
|
||
proceeds of approximately HK$195.9 million for 3,366,900 additional Offer Shares to be
|
||
issued and allotted upon the exercise of the Over-allotment Option, which will be allocated
|
||
on a pro rata basis according to the use of proceeds as set out in the paragraph headed “Net
|
||
Proceeds from the Global Offering ” in this announcement.
|
||
APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED
|
||
Hong Kong Public Offering
|
||
• The Hong Kong Offer Shares initially offered under the Hong Kong Public Offering have
|
||
been slightly over-subscribed. A total of 2,846 valid applications have been received
|
||
pursuant to the Hong Kong Public Offering through the White Form eIPO service and
|
||
giving electronic application instructions to HKSCC for a total of 2,847,400 Hong Kong
|
||
Offer Shares, representing approximately 1.27 times of the total number of 2,244,700 H
|
||
Shares initially available for subscription under the Hong Kong Public Offering.
|
||
• As the over-subscription in the Hong Kong Public Offering is less than 15 times, no
|
||
reallocation of Offer Shares has been effected from the International Offering to the Hong
|
||
Kong Public Offering.
|
||
• The final number of Offer Shares under the Hong Kong Public Offering is 2,244,700
|
||
Offer Shares, representing approximately 10% of the total number of Offer Shares initially
|
||
available under the Global Offering (before any exercise of the Over-allotment Option),
|
||
and being allocated to 2,385 successful applicants under the Hong Kong Public Offering,
|
||
among which 1,495 applicants have been allotted one board lot of Offer Shares totalling
|
||
149,500 H Shares.
|
||
|
||
|
||
--- page 2 ---
|
||
4
|
||
International Offering
|
||
• The Offer Shares initially offered under the International Offering have been moderately
|
||
over-subscribed, representing approximately 3.4 times of the total number of Offer
|
||
Shares initially available under the International Offering. The final number of Offer
|
||
Shares allocated to the placees under the International Offering is 20,201,400 H Shares,
|
||
representing approximately 90.0% of the total number of Offer Shares initially available
|
||
under the Global Offering (before any exercise of the Over-allotment Option). There has
|
||
been an over-allocation of 3,366,900 Offer Shares and there are a total of 126 placees
|
||
under the International Offering, among which 81 placees have been allotted five or fewer
|
||
board lots of Offer Shares totalling 10,000 H Shares and 62 placees have been allotted one
|
||
board lot of Offer Shares totalling 6,200 H Shares.
|
||
Cornerstone Investors
|
||
• Based on the final Offer Price of HK$60.60 per Offer Share (exclusive of brokerage of
|
||
1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and
|
||
AFRC transaction levy of 0.00015%), pursuant to the relevant cornerstone investment
|
||
agreements, the Company ’s Cornerstone Investors have subscribed for a total of 8,677,000
|
||
H Shares, representing in aggregate (a) approximately 38.7% of the Offer Shares pursuant
|
||
to the Global Offering (assuming the Over-allotment Option is not exercised), (b)
|
||
approximately 14.3% of the H Shares in issue upon completion of the Global Offering
|
||
(assuming the Over-allotment Option is not exercised) and (c) 4.0% of our total issued
|
||
share capital upon completion of the Global Offering (assuming the Over-allotment
|
||
Option is not exercised). Please refer to the section headed “Cornerstone Investors – The
|
||
Cornerstone Placing ” in the Prospectus for further details of the Cornerstone Investors.
|
||
• We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a
|
||
waiver and consent under Rules 9.09(b) and 10.04 of the Listing Rules and Paragraph
|
||
5(2) of the Placing Guidelines under Appendix 6 of the Listing Rules (the “Placing
|
||
Guidelines ”) to allow Kelun International, a wholly-owned subsidiary of Kelun
|
||
Pharmaceutical, our Controlling Shareholder, to subscribe for H Shares in the Global
|
||
Offering as a Cornerstone Investor.
|
||
• Please refer to the section headed “Cornerstone Investors ” in the Prospectus for further
|
||
details of the Cornerstone Investors.
|
||
Placing of Offer Shares to an Existing Shareholder and Close Associates of Certain Existing
|
||
Shareholders under Paragraph 5(2) of the Placing Guidelines
|
||
• Under the International Offering, a total of 3,782,700 Offer Shares were allocated to
|
||
Kelun International, a Cornerstone Investor and a wholly-owned subsidiary of Kelun
|
||
Pharmaceutical, our Controlling Shareholder, representing (i) 16.9% of the Offer Shares
|
||
under the Global Offering; and (ii) 1.8% of the total issued share capital of the Company
|
||
immediately upon completion of the Global Offering (assuming the Over-allotment Option
|
||
is not exercised). Immediately upon completion of the Global Offering (assuming the Over-
|
||
allotment Option is not exercised), Kelun Pharmaceutical will in aggregate hold 69.2% of
|
||
the total voting rights of the Company.
|
||
• Under the International Offering, a total of 480,000 Offer Shares were allocated to LAV,
|
||
close associates of two existing Shareholders (namely LAV Kecheng and Suzhou Likang),
|
||
representing (i) 2.14% of the Offer Shares under the Global Offering; and (ii) 0.22%
|
||
of the total issued share capital of the Company immediately upon completion of the
|
||
Global Offering (assuming the Over-allotment Option is not exercised). Immediately upon
|
||
completion of the Global Offering (assuming the Over-allotment Option is not exercised),
|
||
LAV, LAV Kecheng and Suzhou Likang will in aggregate hold 0.76% of the total issued
|
||
share capital of the Company.
|
||
|
||
|
||
--- page 3 ---
|
||
5
|
||
• Under the International Offering, a total of 480,000 Offer Shares were allocated to Gygnus
|
||
Real, an existing Shareholder, representing (i) 2.14% of the Offer Shares under the Global
|
||
Offering; and (ii) 0.22% of the total issued share capital of the Company immediately upon
|
||
completion of the Global Offering (assuming the Over-allotment Option is not exercised).
|
||
Immediately upon completion of the Global Offering (assuming the Over-allotment Option
|
||
is not exercised), Gygnus Real will in aggregate hold 0.53% of the total issued share
|
||
capital of the Company.
|
||
• The Company has applied to the Stock Exchange for, and the Stock Exchange has granted,
|
||
a waiver from strict compliance with Rule 10.04 of the Listing Rules and its consent under
|
||
paragraph 5(2) of the Placing Guidelines to permit the Company to allocate such Offer
|
||
Shares under the International Offering to LAV and Gygnus Real.
|
||
Connect Client Placee with the Consent under Paragraph 5(1) of the Placing Guidelines
|
||
• Under the International Offering, a total of 1,690,300 Offer Shares, representing
|
||
approximately 7.53% of the Offer Shares initially available under the Global Offering,
|
||
were placed to a connected client of an Overall Coordinator set out below within the
|
||
meaning of the Placing Guidelines. The Connect Client will hold the Offer Shares on a
|
||
non-discretionary basis. Details are set out below:
|
||
Placee
|
||
Overall
|
||
Coordinator
|
||
Relationship with the
|
||
Overall Coordinator
|
||
Number of
|
||
Offer Shares
|
||
placed
|
||
Approximate
|
||
percentage
|
||
of the Offer
|
||
Shares
|
||
initially
|
||
available
|
||
under
|
||
the Global
|
||
Offering (1)(2)
|
||
Approximate
|
||
percentage of
|
||
the total
|
||
issued
|
||
share capital
|
||
immediately
|
||
following the
|
||
completion
|
||
of the Global
|
||
Offering (1)(2)
|
||
CSI Capital Management Limited
|
||
( “CSI”or the
|
||
“Connected Client ”)
|
||
CLSA Limited CSI is a member of
|
||
the same group of
|
||
companies as
|
||
CLSA Limited
|
||
1,690,300 7.53% 0.78%
|
||
Notes:
|
||
(1) Assuming the Over-allotment Option is not exercised.
|
||
(2) The percentage figures are subject to rounding adjustments.
|
||
|
||
|
||
--- page 4 ---
|
||
6
|
||
• The Company has applied to the Stock Exchange for, and the Stock Exchange has granted
|
||
to the Company, its consent under paragraph 5(1) of the Placing Guidelines to permit the
|
||
Company to allocate such Offer Shares in the International Offering to CSI. The Offer
|
||
Shares placed to CSI are held by CSI on behalf of independent third parties and are in
|
||
compliance with all the conditions under the consent granted by the Stock Exchange.
|
||
Confirmation of Cornerstone Investors, Public Shareholders in the Hong Kong Public
|
||
Offering and Placees in the International Offering
|
||
• To the best knowledge of the Company and save for the fact that one Cornerstone Investor,
|
||
namely Kelun International as well as four placees, namely LAV STAR Limited, LAV
|
||
STAR Opportunities Limited, LAV Public Equity Master Fund and Gygnus Real are
|
||
existing Shareholders and/or close associates of the existing Shareholders of the Company,
|
||
(i) none of the Offer Shares subscribed for by public Shareholders in the Hong Kong Public
|
||
Offering and placees in the International Offering has been financed directly or indirectly
|
||
by the Company, the Directors, Supervisors, chief executive, substantial Shareholders,
|
||
existing Shareholders or any of their subsidiaries or their respective close associates, and
|
||
(ii) none of the public Shareholders in the Hong Kong Public Offering and placees in the
|
||
International Offering who has subscribed for the Offer Shares is accustomed to taking
|
||
instructions from the Company, the Directors, Supervisors, chief executive, substantial
|
||
Shareholders, existing Shareholders or any of their subsidiaries or their respective close
|
||
associates in relation to the acquisition, disposal, voting or other disposition of the H
|
||
Shares registered in their name or otherwise held by them.
|
||
• Save as disclosed in the sections headed “International Offering – Cornerstone Investors ”,
|
||
“International Offering – Connected Client Placee with the Consent under Paragraph 5(1)
|
||
of Placing Guidelines ” and “International Offering – Placing of Offer Shares to an Existing
|
||
Shareholder and Close Associates of Certain Existing Shareholders under Paragraph 5(2)
|
||
of Placing Guidelines ” of this announcement, to the best knowledge, information and belief
|
||
of the Directors, no Offer Shares placed by or through the Overall Coordinators, the Joint
|
||
Global Coordinators, the Joint Bookrunners or the Underwriters under the Global Offering
|
||
have been placed with applicants who are core connected persons (as defined in the Listing
|
||
Rules) or Directors of the Company, or to any connected clients (as set out in paragraph
|
||
5(1) of the Placing Guidelines), or persons set out in paragraph 5(2) of the Placing
|
||
Guidelines, whether in their own names or through nominees.
|
||
• The Directors confirm that (a) no placee will, individually, be placed more than 10% of
|
||
the enlarged issued share capital of the Company immediately after the Global Offering;
|
||
(b) there will not be any new substantial shareholder (as defined in the Listing Rules) of
|
||
the Company immediately after the Global Offering; (c) the number of H Shares in public
|
||
hands will satisfy the minimum percentage prescribed in the conditions imposed in the
|
||
waiver granted by the Stock Exchange from strict compliance with Rule 8.08(1)(b) of the
|
||
Listing Rules; (d) the three largest public shareholders of the Company do not hold more
|
||
than 50% of the H Shares in public hands at the time of Listing in compliance with Rules
|
||
8.08(3) and 8.24 of the Listing Rules; and (e) there will be at least 300 Shareholders at the
|
||
time of Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
|
||
|
||
--- page 5 ---
|
||
7
|
||
Over-allotment Option
|
||
In connection with the Global Offering, we have granted the Over-allotment Option to the
|
||
International Underwriters, exercisable by the Overall Coordinators (for themselves and
|
||
on behalf of the International Underwriters), at any time from the date of the International
|
||
Underwriting Agreement to Thursday, August 3, 2023, being the 30th day after the last day for
|
||
lodging applications under the Hong Kong Public Offering, to require us to allot and issue up
|
||
to an aggregate of 3,366,900 additional Offer Shares, representing not more than 15% of the
|
||
total number of Offer Shares initially available under the Global Offering, at the Offer Price to
|
||
cover the over-allocations in the International Offering. There has been an over–allocation of
|
||
3,366,900 Offer Shares in the International Offering. Such over-allocation may be covered by
|
||
exercising the Over-allotment Option in full or in part or by making purchases in the secondary
|
||
market or a combination of these means. In the event the Over-allotment Option is exercised,
|
||
an announcement will be made on the Stock Exchange ’s website at www.hkexnews.hk and the
|
||
Company ’s website at http://kelun-biotech.com . As of the date of this announcement, the Over-
|
||
allotment Option has not been exercised.
|
||
Lock-up Undertakings
|
||
The Company, all existing Shareholders and the Cornerstone Investors of the Company
|
||
are subject to certain lock-up undertakings as set out in the paragraph headed “Lock-up
|
||
Undertakings ” in this announcement.
|
||
Results of Allocations
|
||
The Offer Price, the level of indications of interest in the International Offering, the results of
|
||
allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers
|
||
of successful applicants under the Hong Kong Public Offering will be available at the times and
|
||
date and in the manner specified below:
|
||
• in the announcement to be posted on the Company ’s website at http://kelun-biotech.com
|
||
and the Stock Exchange ’s website at www.hkexnews.hk by no later than 9:00 a.m. on
|
||
Monday, July 10, 2023. Please note that the list of identification document numbers in this
|
||
announcement may not be a complete list of successful applicants since only successful
|
||
applicants whose identification document numbers are provided to HKSCC by CCASS
|
||
Participants are disclosed. Applicants with beneficial names only but not identification
|
||
document numbers are not disclosed due to personal privacy issue as elaborated below.
|
||
Applicants who applied for the Offer Shares through their brokers can consult their brokers
|
||
to enquire about their application result;
|
||
• from the designated results of allocations website at www.iporesults.com.hk (alternatively:
|
||
English https://www.eipo.com.hk/en/Allotment ; Chinese https://www.eipo.com.hk/
|
||
zh-hk/Allotment ) with a “search by ID ” function on a 24 hour basis from 8:00 a.m. on
|
||
Monday, July 10, 2023 to 12:00 midnight on Sunday, July 16, 2023; and
|
||
• from the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00
|
||
a.m. and 6:00 p.m. on Monday, July 10, 2023, Tuesday, July 11, 2023, Wednesday, July
|
||
12, 2023, and Thursday, July 13, 2023.
|
||
|
||
|
||
--- page 6 ---
|
||
8
|
||
This announcement contains a list of identification document numbers. Identification document
|
||
numbers shown in the section headed “Results of Applications Made by White Form eIPO ”
|
||
refer to Hong Kong identity card numbers/passport numbers/Hong Kong business registration
|
||
numbers/certificate of incorporation numbers/beneficial owner identification codes (if such
|
||
applications are made by nominees as agent for the benefit of another person) whereas
|
||
those displayed in the section headed “Results of Applications Made by Giving Electronic
|
||
Application Instructions to HKSCC via CCASS ” are provided by CCASS Participants via
|
||
CCASS. Therefore, the identification document numbers shown in the two sections are different
|
||
in nature.
|
||
Since applications are subject to personal information collection statements, beneficial owner
|
||
identification codes displayed in the sections headed “Results of Applications Made by White
|
||
Form eIPO ” and “Results of Applications Made by Giving Electronic Application Instructions
|
||
to HKSCC via CCASS ” are redacted and not all details of applications are disclosed in this
|
||
announcement.
|
||
Despatch/Collection of H Share Certificates/e-Refund Payment Instructions/Refund Checks
|
||
• Applicants who applied for 1,000,000 Hong Kong Offer Shares or more through the White
|
||
Form eIPO service and who have been wholly successfully or partially successfully
|
||
allocated Hong Kong Offer Shares and are eligible to collect H Share certificates in person
|
||
may collect H Share certificates from the H Share Registrar, Computershare Hong Kong
|
||
Investor Services Limited, at Shops 1712-1716, 17/F Floor, Hopewell Centre, 183 Queen ’s
|
||
Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Monday, July 10, 2023,
|
||
or such other date or place as notified by the Company in the newspapers as the date of
|
||
despatch/collection of H Share certificates/e-Refund payment instructions/refund cheques.
|
||
• H Share certificates for the Hong Kong Offer Shares allotted to applicants who applied
|
||
for less than 1,000,000 Hong Kong Offer Shares through the White Form eIPO service
|
||
are expected to be despatched to those entitled to the address specified in the relevant
|
||
application instructions through the White Form eIPO service by ordinary post at their
|
||
own risk on or before Monday, July 10, 2023.
|
||
• H Share certificates for the Hong Kong Offer Shares allocated to applicants who applied
|
||
through the White Form eIPO service which are either not eligible for personal collection
|
||
or which are eligible but are not collected in person by 1:00 p.m. on Monday, July 10,
|
||
2023, are expected to be despatched by ordinary post to those entitled to them at their own
|
||
risk on or before Monday, July 10, 2023.
|
||
• Wholly or partially successful applicants who applied by giving electronic application
|
||
instructions to HKSCC via CCASS will have their H Share certificates issued in the
|
||
name of HKSCC Nominees Limited and deposited into CCASS for credit to their CCASS
|
||
Investor Participant stock accounts or the stock accounts of their designated CCASS
|
||
Participants who gave electronic application instructions on their behalf on Monday, July
|
||
10, 2023.
|
||
• Applicants who applied through a designated CCASS Participant (other than a CCASS
|
||
Investor Participant) should check the number of Hong Kong Offer Shares allocated to
|
||
them with that CCASS Participant.
|
||
|
||
|
||
--- page 7 ---
|
||
9
|
||
• Applicants who applied as a CCASS Investor Participant by giving electronic application
|
||
instructions to HKSCC via CCASS should check and report any discrepancies to HKSCC
|
||
before 5:00 p.m. on Monday, July 10, 2023 or such other date as shall be determined by
|
||
HKSCC or HKSCC Nominees. Applicants who applied as a CCASS Investor Participant
|
||
by giving electronic application instructions to HKSCC via CCASS may also check
|
||
the results of their applications and the amount of refund monies payable to them via the
|
||
CCASS Phone System and the CCASS Internet System (under the procedures contained
|
||
in HKSCC ’s “An Operating Guide for Investor Participants ” in effect from time to time)
|
||
immediately after the crediting of the Hong Kong Offer Shares to the CCASS Investor
|
||
Participants stock accounts and the crediting of the refund monies to the CCASS Investor
|
||
Participants bank accounts. HKSCC will also make available to the CCASS Investor
|
||
Participants an activity statement showing the number of Hong Kong Offer Shares credited
|
||
to their stock accounts and the refund amount credited to their respective designated bank
|
||
accounts (if any).
|
||
• Applicants who applied through the White Form eIPO service and paid the application
|
||
monies from a single bank account will have refund monies (if any) despatched to their
|
||
application payment accounts in the form of e-Refund payment instructions on Monday,
|
||
July 10, 2023. Applicants who applied through the White Form eIPO service and paid
|
||
the application monies from multiple bank accounts will have refund monies (if any)
|
||
despatched to the addresses specified on their White Form eIPO applications in the form
|
||
of refund check(s) in favour of the applicant (or, in the case of joint applications, the first-
|
||
named applicant) by ordinary post at their own risk on or before Monday, July 10, 2023.
|
||
• Refund monies for applicants who have applied by giving electronic application
|
||
instructions to HKSCC via CCASS are expected to be credited to the relevant applicants ’
|
||
designated bank accounts or the designated bank accounts of their brokers or custodians on
|
||
Monday, July 10, 2023.
|
||
• H Share certificates will only become valid certificates of title at 8:00 a.m. on the Listing
|
||
Date which is expected to be Tuesday, July 11, 2023, provided that the Global Offering
|
||
has become unconditional in all respects at or before that time and the right of termination
|
||
described in the section headed “Underwriting – Underwriting Arrangements and Expenses
|
||
– Hong Kong Public Offering – Hong Kong Underwriting Agreement – Grounds for
|
||
Termination ” in the Prospectus has not been exercised.
|
||
• The Company will not issue any temporary documents of title in respect of the Offer
|
||
Shares and will not issue any receipt for application monies received.
|
||
Public Float
|
||
Immediately following completion of the Global Offering and before the exercise of the Over–
|
||
allotment Option, (i) the number of H Shares in public hands will be 45,057,571 H Shares,
|
||
representing approximately 20.88% of the total issued share capital of the Company which
|
||
satisfies the minimum percentage prescribed in the conditions imposed in the waiver granted by
|
||
the Stock Exchange from strict compliance with Rule 8.08(1) of the Listing Rules, and (ii) the
|
||
Company will comply with Rule 18A.07 of the Listing Rules that a portion of the total number
|
||
of the Company ’s issued shares with a market capitalization of at least HK$375 million will be
|
||
held by the public at the time of Listing.
|
||
|
||
|
||
--- page 8 ---
|
||
10
|
||
Commencement of Dealings
|
||
H Share certificates for the Hong Kong Offer Shares will only become valid evidence of title
|
||
provided that (i) the Global Offering has become unconditional in all respects and (ii) neither
|
||
of the Underwriting Agreements has been terminated in accordance with their terms prior to
|
||
8:00 a.m. on the Tuesday, July 11, 2023. Investors who trade 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 do so at their own risk.
|
||
Assuming that the Global Offering becomes unconditional in all respects at or before 8:00 a.m.
|
||
on Tuesday, July 11, 2023 (Hong Kong time), dealings in the H Shares on the Main Board of
|
||
the Stock Exchange are expected to commence at 9:00 a.m. on Tuesday, July 11, 2023 (Hong
|
||
Kong time). H Shares will be traded in board lots of 100 H Shares each. The stock code of the H
|
||
Shares is 6990.
|
||
In view of the high concentration of shareholding in a small number of H Shareholders,
|
||
H Shareholders and prospective investors should be aware that the price of the H Shares
|
||
could move substantially even with a small number of H Shares traded, and should exercise
|
||
extreme caution when dealing in H Shares.
|
||
NET PROCEEDS FROM THE GLOBAL OFFERING
|
||
Based on the final Offer Price of HK$60.60 per Offer Share, the net proceeds from the Global
|
||
Offering to be received by the Company, after deduction of underwriting fees and commissions and
|
||
estimated expenses payable by the Company in connection with the Global Offering, are estimated
|
||
to be approximately HK$1,258.9 million (assuming the Over-allotment Option is not exercised).
|
||
The estimated total listing expenses (assuming that the Over-allotment Option is not exercised) are
|
||
approximately HK$101.4 million, or 7.5% of the gross proceeds of the Global Offering, comprising
|
||
HK$54.5 million underwriting fees, HK$35.3 million fees and expenses of legal advisors and
|
||
Reporting Accountants and HK$11.6 million other fees and expenses.
|
||
The Company intends to apply the net proceeds as follows:
|
||
• 45.0%, or approximately HK$566.5 million will be used for the research, development and
|
||
commercialization of our Core Products, namely, SKB264 and A166;
|
||
• 30.0%, or approximately HK$377.7 million will be used for the research, development and
|
||
commercialization of our other key products;
|
||
• 12.0%, or approximately HK$151.1 million will be used to fund the continued development
|
||
of our technology platforms, advance our other existing pipeline assets, and explore and
|
||
develop new drug candidates;
|
||
• 8.0%, or approximately HK$100.7 million will be used to fund the expansion of
|
||
our manufacturing capabilities and quality control system to support the anticipated
|
||
commercialization of our late-stage assets; and
|
||
• 5.0%, or approximately HK$62.9 million, will be used for working capital and other general
|
||
corporate purposes.
|
||
|
||
|
||
--- page 9 ---
|
||
11
|
||
If the Over-allotment Option is exercised in full, the Company will receive additional net proceeds
|
||
of approximately HK$195.9 million for 3,366,900 additional Offer Shares to be issued and allotted
|
||
upon the exercise of the Over-allotment Option. In the event that the Over-allotment Option is
|
||
exercised in full, the Company intends to adjust its allocation of the net proceeds for the above
|
||
purposes on a pro rata basis. For further information, please refer to the section headed “Future
|
||
Plans and Use of Proceeds ” in the Prospectus.
|
||
APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED IN THE HONG KONG
|
||
PUBLIC OFFERING
|
||
The Hong Kong Offer Shares initially available under the Hong Kong Public Offering have been
|
||
slightly over-subscribed. At the close of the application lists at 12:00 noon on Tuesday, July 4,
|
||
2023, a total of 2,846 valid applications have been received pursuant to the Hong Kong Public
|
||
Offering through the White Form eIPO service and giving electronic application instructions to
|
||
HKSCC for a total of 2,847,400 Hong Kong Offer Shares, representing approximately 1.27 times
|
||
of the total number of 2,244,700 Hong Kong Offer Shares initially available for subscription under
|
||
the Hong Kong Public Offering, among which:
|
||
• 2,838 valid applications in respect of a total of 2,127,400 Hong Kong Offer Shares were
|
||
for the Hong Kong Public Offering with an aggregate subscription amount based on the
|
||
maximum Offer Price of HK$72.80 per Offer Share (excluding brokerage of 1.0%, SFC
|
||
transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction
|
||
levy of 0.00015%) of HK$5 million or less, representing approximately 1.90 times of the
|
||
1,122,400 Hong Kong Offer Shares initially comprised in Pool A; and
|
||
• 8 valid applications in respect of a total of 720,000 Hong Kong Offer Shares were for the
|
||
Hong Kong Public Offering with an aggregate subscription amount based on the maximum
|
||
Offer Price of HK$72.80 per Offer Share (excluding brokerage of 1.0%, SFC transaction
|
||
levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy
|
||
of 0.00015%) of more than HK$5 million, representing approximately 0.64 times of the
|
||
1,122,300 Hong Kong Offer Shares initially comprised in Pool B.
|
||
No application was rejected due to invalid application. 2 multiple or suspected multiple
|
||
applications were identified and rejected. No application was rejected due to dishonored payments.
|
||
No application for more than 1,122,300 Hong Kong Offer Shares (being 50% of the Hong Kong
|
||
Offer Shares initially available under the Hong Kong Public Offering) was identified.
|
||
As the over-subscription in the Hong Kong Public Offering is less than 15 times, no reallocation of
|
||
Offer Shares has been effected from the International Offering to the Hong Kong Public Offering.
|
||
The final number of Offer Shares under the Hong Kong Public Offering is 2,244,700 Offer Shares,
|
||
representing approximately 10% of the total number of Offer Shares initially available under the
|
||
Global Offering (before any exercise of the Over-allotment Option), and being allocated to 2,385
|
||
successful applicants under the Hong Kong Public Offering, among which 1,495 applicants have
|
||
been allotted one board lot of Offer Shares totalling 149,500 H Shares.
|
||
The Offer Shares offered in the Hong Kong Public Offering were conditionally allocated on the
|
||
basis set out in the paragraph headed “Basis of Allocation under the Hong Kong Public Offering ”
|
||
below.
|
||
|
||
|
||
--- page 10 ---
|
||
12
|
||
INTERNATIONAL OFFERING
|
||
On July 4, 2023, our Company, Kelun Pharmaceutical, Mr. LIU Gexin, the Joint Sponsors, the
|
||
Overall Coordinators and the International Underwriters (namely, Goldman Sachs (Asia) L.L.C.,
|
||
CLSA Limited, Citigroup Global Markets Limited, ICBC International Securities Limited and
|
||
BOCOM International Securities Limited) entered into the International Underwriting Agreement
|
||
in respect of the International Offering.
|
||
The Offer Shares initially offered under the International Offering have been moderately over-
|
||
subscribed, representing approximately 3.4 times of the total number of Offer Shares initially
|
||
available under the International Offering. The final number of Offer Shares allocated to the
|
||
placees under the International Offering is 20,201,400 H Shares, representing approximately
|
||
90.0% of the total number of Offer Shares initially available under the Global Offering (before
|
||
any exercise of the Over-allotment Option). There has been an over-allocation of 3,366,900 Offer
|
||
Shares and there are a total number of 126 placees under the International Offering, among which
|
||
81 placees have been allotted five or fewer board lots of the Offer Shares totalling 10,000 H Shares
|
||
and 62 placees have been allotted one board lot of the Offer Shares totalling 6,200 H Shares.
|
||
Cornerstone Investors
|
||
Based on the final Offer Price of HK$60.60 per Offer Share (exclusive of brokerage of 1.0%, SFC
|
||
transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy
|
||
of 0.00015%) and pursuant to the relevant Cornerstone Investment Agreements as disclosed in the
|
||
section headed “Cornerstone Investors – The Cornerstone Placing ” in the Prospectus, the number
|
||
of Offer Shares subscribed for by the Cornerstone Investors is determined as set out below:
|
||
Investment
|
||
Amount (1)
|
||
Number of
|
||
Offer Shares
|
||
(rounded
|
||
down to
|
||
nearest whole
|
||
board lot of
|
||
100 H Shares)
|
||
Approximate
|
||
% of H Shares
|
||
in issue
|
||
immediately
|
||
following the
|
||
completion
|
||
of Global
|
||
Offering (2)
|
||
Approximately
|
||
% of ownership
|
||
immediately
|
||
following the
|
||
completion
|
||
of Global
|
||
Offering (2)
|
||
($U.S. in
|
||
million)
|
||
RTW Funds (3) 15,000,000 1,934,400 3.2% 0.9%
|
||
Laurion Capital Master Fund 7,286,000 939,600 1.5% 0.4%
|
||
TruMed 7,286,000 939,600 1.5% 0.4%
|
||
CUAM 8,380,356 (4) 1,080,700 1.8% 0.5%
|
||
Kelun International 29,331,248 (4) 3,782,700 6.2% 1.8%
|
||
Total 67,283,604 8,677,000 14.3% 4.0%
|
||
|
||
|
||
--- page 11 ---
|
||
13
|
||
Notes:
|
||
(1) Exclusive of brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction
|
||
levy, and to be converted to Hong Kong dollars based on the exchange rate as disclosed in the Prospectus.
|
||
(2) Assuming the Over-allotment Option is not exercised.
|
||
(3) According to an announcement dated June 27, 2023 made by RTW Venture Fund Limited, RTW Venture Fund
|
||
Limited has changed its name to RTW Biotech Opportunities Ltd.
|
||
(4) With respect to the Cornerstone Investors whose original investment amount is made in RMB, the relevant USD
|
||
equivalent is calculated using the exchange rate as disclosed in the Prospectus.
|
||
We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver
|
||
from strict compliance with the requirements under Rules 9.09(b) and 10.04, and a consent under
|
||
paragraph 5(2) of Appendix 6 of the Listing Rules, to allow Kelun International, a wholly-owned
|
||
subsidiary of Kelun Pharmaceutical, our Controlling Shareholder, to subscribe for the H Shares in
|
||
the Global Offering as a Cornerstone Investor.
|
||
To the best knowledge of our Company and save for the fact that Kelun International is a wholly-
|
||
owned subsidiary of Kelun Pharmaceutical, our Controlling Shareholder,
|
||
(i) each of the Cornerstone Investors is an Independent Third Party and is not the Company ’s
|
||
connected person (as defined in the Listing Rules);
|
||
(ii) none of the Cornerstone Investors is accustomed to taking instructions from the Company,
|
||
the Directors, Supervisors, chief executive, substantial Shareholders, existing Shareholders or
|
||
any of their respective subsidiaries or their respective close associates;
|
||
(iii) none of the subscription of the relevant Offer Shares by any of the Cornerstone Investors is
|
||
financed directly or indirectly by the Company, the Directors, Supervisors, chief executive,
|
||
substantial Shareholders, existing Shareholders or any of their respective subsidiaries or their
|
||
respective close associates; and
|
||
(iv) each Cornerstone Investor will be utilizing their proprietary funding or the proprietary
|
||
funding of the funds under their management, as appropriate, as their source of funding for
|
||
the subscription of the Offer Shares.
|
||
There are no side arrangements or agreements between our Group and the Cornerstone Investors
|
||
or any benefit, direct or indirect, conferred on the Cornerstone Investors by virtue of or in relation
|
||
to the Cornerstone Placing, other than a guaranteed allocation of the relevant Offer Shares at the
|
||
Offer Price.
|
||
The Offer Shares to be subscribed by the Cornerstone Investors will rank pari passu in all respect
|
||
with the fully paid Shares in issue and will count towards the public float of the Company (other
|
||
than the Offer Shares subscribed for by Kelun International) under Rule 8.08 of the Listing Rules
|
||
and will not be counted towards the public float of our Company for the purpose of Rule 18A.07
|
||
of the Listing Rules. Immediately following the completion of the Global Offering, none of the
|
||
Cornerstone Investors (other than Kelun International) will become a substantial Shareholder
|
||
of the Company. The Cornerstone Investors or their close associates will not, by virtue of their
|
||
cornerstone investments, have any Board representation in our Company. Other than a guaranteed
|
||
allocation of the relevant Offer Shares at the final Offer Price, the Cornerstone Investors do not
|
||
have any preferential rights in the Cornerstone Investment Agreements compared with other public
|
||
Shareholders.
|
||
|
||
|
||
--- page 12 ---
|
||
14
|
||
Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at any
|
||
time during the period of six months from and including the Listing Date (the “Lock-up Period ”),
|
||
dispose of any of the Offer Shares they have purchased pursuant to the relevant Cornerstone
|
||
Investment Agreements, save for certain limited circumstances, such as transfers to any of its
|
||
wholly-owned subsidiaries who will be bound by the same obligations of such Cornerstone
|
||
Investor, including the Lock-up Period restriction.
|
||
Please refer to the section headed “Cornerstone Investors – The Cornerstone Placing ” in the
|
||
Prospectus for further details.
|
||
Connected Client Placee with the Consent under Paragraph 5(1) of Placing Guidelines
|
||
Certain Offer Shares were placed to one placee who is a connected client of an Overall Coordinator
|
||
within the meaning of the Placing Guidelines. The Company has applied to the Stock Exchange for,
|
||
and the Stock Exchange has granted, its consent under paragraph 5(1) of the Placing Guidelines to
|
||
permit the Company to allocate such Offer Shares as set out below.
|
||
Placee
|
||
Overall
|
||
Coordinator
|
||
Relationship with
|
||
the Overall
|
||
Coordinator
|
||
Number of
|
||
Offer Shares
|
||
placed
|
||
Approximate
|
||
percentage
|
||
of the Offer
|
||
Shares initially
|
||
available under
|
||
the Global
|
||
Offering (1)(3)
|
||
Approximate
|
||
percentage of
|
||
the total issued
|
||
share capital
|
||
immediately
|
||
following the
|
||
completion
|
||
of the Global
|
||
Offering (1)(3)
|
||
CSI Capital Management Limited
|
||
( “CSI”)(2)
|
||
CLSA Limited CSI is a member of
|
||
the same group of
|
||
companies as CLSA
|
||
1,690,300 7.53 0.78
|
||
Note:
|
||
(1) Assuming that the Over-allotment Option is not exercised.
|
||
(2) CSI will act as the single counterparty of a back-to-back total return swap transaction (the “CSI Back-to-back
|
||
TRS”) to be entered into by CSI in connection with a total return swap order (the “CSI Client TRS ”) placed
|
||
by its ultimate clients (the “CSI Ultimate Clients ”), by which CSI will pass the full economic exposure of the
|
||
Offer Shares placed to CSI (the “CSI Offer Shares ”) to the CSI Ultimate Clients, meaning in effect, CSI will
|
||
hold the beneficial interest of the CSI Offer Shares on behalf of the CSI Ultimate Clients on a non-discretionary
|
||
basis. CSI will hold the legal title and beneficial interest in the CSI Offer Shares, but will contractually agree
|
||
to pass on the full economic exposure and return of the CSI Offer Shares to the CSI Ultimate Clients. The CSI
|
||
Ultimate Clients may exercise an early termination right to early terminate the CSI Client TRS at any time
|
||
from the trade date of the CSI Client TRS which should be on or after the date on which the CSI Offer Shares
|
||
are listed on the Stock Exchange. Upon the final maturity or early termination of the CSI Client TRS by the
|
||
CSI Ultimate Clients, CSI will dispose of the CSI Offer Shares on the secondary market and the CSI Ultimate
|
||
Clients will receive a final termination amount of the CSI Back-to-back TRS which should have taken into
|
||
account all the economic returns or economic loss in relation to the CSI Offer Shares and the fixed amount of
|
||
transaction fees of the CSI Back-to back TRS and the CSI Client TRS. CSI will not exercise the voting right of
|
||
the CSI Offer Shares during the tenor of the CSI Back-to-back TRS.
|
||
(3) The percentage figures are subject to rounding adjustments.
|
||
|
||
|
||
--- page 13 ---
|
||
15
|
||
Placing of Offer Shares to an Existing Shareholder and Close Associates of Certain Existing
|
||
Shareholders under Paragraph 5(2) of the Placing Guidelines
|
||
Certain Offer Shares were placed to an Existing Shareholder and Close Associates of Certain
|
||
Existing Shareholders. The Company has applied to the Stock Exchange for, and the Stock
|
||
Exchange has granted, a waiver from strict compliance with Rule 10.04 of the Listing Rules and
|
||
its consent under paragraph 5(2) of the Placing Guidelines to permit the Company to allocate such
|
||
Offer Shares as set out below.
|
||
Placee Relationship with the Company
|
||
Current
|
||
shareholding in
|
||
the Company
|
||
held by itself
|
||
or its associate
|
||
(Approximate %
|
||
of the Company ’s
|
||
issued share
|
||
capital)
|
||
Number of Shares
|
||
to be subscribed
|
||
under the
|
||
Global Offering
|
||
(Approximate %
|
||
of the total Offer
|
||
Shares initially
|
||
available under the
|
||
Global Offering) (1)
|
||
Approximate
|
||
percentage of
|
||
Shares held by
|
||
itself or its close
|
||
associate of the
|
||
Company ’s issued
|
||
share capital
|
||
immediately
|
||
following the
|
||
completion of the
|
||
Global Offering (1)
|
||
Kelun International A wholly-owned subsidiary of Kelun Pharmaceutical, our
|
||
Controlling Shareholder
|
||
145,555,685
|
||
(75.27%)
|
||
3,782,700
|
||
(16.9%)
|
||
69.2%
|
||
LAV Star Limited, LAV
|
||
Star Opportunities
|
||
Limited and LAV
|
||
Public Equity Master
|
||
Fund (collectively,
|
||
“LAV”)
|
||
LAV are close associates of two existing Shareholders, namely
|
||
LAV Kecheng and Suzhou Likang, which hold 0.40% and
|
||
0.20% of the total issued share capital of the Company,
|
||
respectively
|
||
1,157,778 480,000 0.76%
|
||
(0.60%) (2.14%)
|
||
Gygnus Real Gygnus Real Company is an existing Shareholder holding 0.35%
|
||
of the total issued share capital of the Company
|
||
672,184
|
||
(0.35%)
|
||
480,000
|
||
(2.14%)
|
||
0.53%
|
||
Note:
|
||
(1) Assuming that the Over-allotment Option is not exercised.
|
||
|
||
|
||
--- page 14 ---
|
||
16
|
||
Save as disclosed in the above sections headed “International Offering – Cornerstone Investors ”,
|
||
“International Offering – Connected Client Placee with the Consent under Paragraph 5(1)
|
||
of Placing Guidelines ” and “International Offering – Placing of Offer Shares to an Existing
|
||
Shareholder and Close Associates of Certain Existing Shareholders under Paragraph 5(2) of Placing
|
||
Guidelines ”of this announcement, to the best knowledge, information and belief of the Directors,
|
||
no Offer Shares placed by or through the Overall Coordinators, the Joint Global Coordinators, the
|
||
Joint Bookrunners or the Underwriters under the Global Offering have been placed with applicants
|
||
who are core connected persons (as defined in the Listing Rules) or directors of the Company, or
|
||
to any connected clients (as set out in paragraph 5(1) of the Placing Guidelines), or persons set out
|
||
in paragraph 5(2) of the Placing Guidelines, whether in their own names or through nominees.
|
||
To the best knowledge of the Company and save for the fact that Kelun International, LAV STAR
|
||
Limited, LAV STAR Opportunities Limited, LAV Public Equity Master Fund and Gygnus Real
|
||
Company Limited are existing Shareholders and/or close associates of the existing Shareholders
|
||
of the Company, (i) none of the Offer Shares subscribed by public shareholders in the Hong Kong
|
||
Public Offering and placees in the International Offering has been financed directly or indirectly
|
||
by the Company, the Directors, Supervisors, chief executive, substantial Shareholders, existing
|
||
Shareholders or any of their subsidiaries or their respective close associates, and (ii) none of the
|
||
public shareholders in the Hong Kong Public Offering and placees in the International Offering
|
||
who has subscribed for the Offer Shares is accustomed to taking instructions from the Company,
|
||
the Directors, Supervisors, chief executive, substantial Shareholders, existing Shareholders or any
|
||
of their subsidiaries or their respective close associates in relation to the acquisition, disposal,
|
||
voting or other disposition of the Shares registered in their name or otherwise held by them.
|
||
Over-allotment Option
|
||
In connection with the Global Offering, the Company has granted the Over-allotment Option
|
||
to the International Underwriters, exercisable by the Overall Coordinators (for themselves and
|
||
on behalf of the International Underwriters), at any time from the Listing Date to Thursday,
|
||
August 3, 2023, being the 30th day after the last day for lodging applications under the Hong
|
||
Kong Public Offering, to require the Company to allot and issue up to an aggregate of 3,366,900
|
||
additional Offer Shares, representing approximately 15.0% of the total number of Offer Shares
|
||
initially available under the Global Offering, at the Offer Price to cover the over-allocations in
|
||
the International Offering, if any. There has been an over-allocation of 3,366,900 Offer Shares in
|
||
the International Offering. Such over-allocation may be covered by exercising the Over-allotment
|
||
Option in full or in part or by making purchases in the secondary market or a combination of these
|
||
means. In the event the Over-allotment Option is exercised, an announcement will be made on
|
||
the Stock Exchange ’s website at www.hkexnews.hk and the Company ’s website at
|
||
http://kelun-biotech.com . As of the date of this announcement, the Over-allotment Option
|
||
has not been exercised.
|
||
|
||
|
||
--- page 15 ---
|
||
17
|
||
LOCK-UP UNDERTAKINGS
|
||
The Company, the Pre-IPO Investors and, all the other existing Shareholders and the Cornerstone
|
||
Investors are subject to lock-up undertakings (the “Lock-up Undertakings ”) in respect of the
|
||
Shares. The major terms of the Lock-up Undertakings are as follows:
|
||
Name Class of Shares
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
upon
|
||
the Listing
|
||
Percentage of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
after Listing (3)
|
||
Last day subject
|
||
to the Lock-up
|
||
Undertakings
|
||
The Company (subject to lock-up undertakings
|
||
pursuant to the Listing Rules and the Hong Kong
|
||
Underwriting Agreement) N/A N/A N/A January 11, 2024 (1)
|
||
A group of Controlling Shareholders, Pre-IPO Investors and other existing Shareholders (subject to lock-up undertakings
|
||
pursuant to the Listing Rules, the Hong Kong Underwriting Agreement and applicable PRC laws and regulations, as the case may be)
|
||
Kelun Pharmaceutical Domestic Shares 115,555,685 53.54% July 11, 2024 (2)
|
||
Kelun Huicai Domestic Shares 5,250,000 2.43% July 11, 2024 (2)
|
||
H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
2,250,000 1.04%
|
||
Kelun Huineng Domestic Shares 5,250,000 2.43% July 11, 2024 (2)
|
||
H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
2,250,000 1.04%
|
||
Kelun Huizhi Domestic Shares 5,250,000 2.43% July 11, 2024 (2)
|
||
H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
2,250,000 1.04%
|
||
Kelun Huide Domestic Shares 5,250,000 2.43% July 11, 2024 (2)
|
||
H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
2,250,000 1.04%
|
||
WANG Jingyi Domestic Shares 2,850,000 1.32% July 11, 2024 (2)
|
||
H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
2,850,000 1.32%
|
||
MSD H Shares to be
|
||
converted from
|
||
Unlisted Foreign
|
||
Shares
|
||
13,443,693 6.23% July 11, 2024 (2)
|
||
|
||
|
||
--- page 16 ---
|
||
18
|
||
Name Class of Shares
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
upon
|
||
the Listing
|
||
Percentage of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
after Listing (3)
|
||
Last day subject
|
||
to the Lock-up
|
||
Undertakings
|
||
Wealthy Linkage Unlisted Foreign
|
||
Shares
|
||
3,633,914 1.68% July 11, 2024 (2)
|
||
H Shares to be
|
||
converted from
|
||
Unlisted Foreign
|
||
Shares
|
||
3,633,914 1.68%
|
||
Leyue Capital Unlisted Foreign
|
||
Shares
|
||
1,008,276 0.47% July 11, 2024 (2)
|
||
H Shares to be
|
||
converted from
|
||
Unlisted Foreign
|
||
Shares
|
||
1,008,277 0.47%
|
||
FIIF Domestic Shares 7,144,177 3.31% July 11, 2024 (2)
|
||
Ningbo Daoyi H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
4,200,000 1.95% July 11, 2024 (2)
|
||
Kexin Lunda Domestic Shares 1,160,506 0.54% July 11, 2024 (2)
|
||
H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
1,160,506 0.54%
|
||
Cinda Capital H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
386,835 0.18% July 11, 2024 (2)
|
||
LAV Kecheng Unlisted Foreign
|
||
Shares
|
||
771,852 0.36% July 11, 2024 (2)
|
||
Suzhou Likang Domestic Shares 385,926 0.18% July 11, 2024 (2)
|
||
Anling Weijian Domestic Shares 967,088 0.45% July 11, 2024 (2)
|
||
BOSC Xingling H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
734,987 0.34% July 11, 2024 (2)
|
||
|
||
|
||
--- page 17 ---
|
||
19
|
||
Name Class of Shares
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
upon
|
||
the Listing
|
||
Percentage of
|
||
shareholding in
|
||
the Company
|
||
subject to
|
||
the Lock-up
|
||
Undertakings
|
||
after Listing (3)
|
||
Last day subject
|
||
to the Lock-up
|
||
Undertakings
|
||
Gygnus Real Unlisted Foreign
|
||
Shares
|
||
134,436 0.06% July 11, 2024 (2)
|
||
H Shares to be
|
||
converted from
|
||
Unlisted Foreign
|
||
Shares
|
||
537,748 0.25%
|
||
Wutong Juke Domestic Shares 410,690 0.19% July 11, 2024 (2)
|
||
H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
205,345 0.10%
|
||
Chengdu Wenjiang Emerging Industry Venture H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
386,835 0.18% July 11, 2024 (2)
|
||
ZHOU Youcai H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
386,835 0.18% July 11, 2024 (2)
|
||
Gao Ling Liangheng Domestic Shares 115,778 0.05% July 11, 2024 (2)
|
||
H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
115,778 0.05%
|
||
Longyi Technology H Shares to be
|
||
converted from
|
||
Domestic Shares
|
||
193,418 0.09% July 11, 2024 (2)
|
||
Cornerstone Investors (subject to lock-up undertakings pursuant to the Cornerstone Investment Agreements)
|
||
RTW Funds H Shares 1,934,400 0.9% January 11, 2024 (2)
|
||
Laurion Capital Master Fund H Shares 939,600 0.4% January 11, 2024 (2)
|
||
TruMed H Shares 939,600 0.4% January 11, 2024 (2)
|
||
CUAM H Shares 1,080,700 0.5% January 11, 2024 (2)
|
||
Kelun International H Shares 3,782,700 1.8% January 11, 2024 (2)
|
||
|
||
|
||
--- page 18 ---
|
||
20
|
||
Notes:
|
||
(1) The Company may issue Shares without any lock-up obligations after the indicated date.
|
||
(2) The Shareholder(s) and Cornerstone Investor(s) may dispose of or transfer Shares without any lock-up
|
||
obligation after the indicated date.
|
||
(3) Assuming the Over-allotment Option is not exercised.
|
||
PUBLIC FLOAT
|
||
The Stock Exchange has exercised its discretion under 8.08(1)(d) and has granted the Company
|
||
a waiver from strict compliance with the requirements of Rule 8.08(1)(a) of the Listing Rules.
|
||
Therefore, our minimum public float shall be the higher of:
|
||
(i) 20.88% of the total issued share capital of the Company; or
|
||
(ii) such percentage of H Shares to be held by the public immediately after the completion of the
|
||
Global Offering and the exercise of the Over-allotment Option (if any).
|
||
Immediately following completion of the Global Offering and before the exercise of the Over–
|
||
allotment Option, (i) the number of H Shares in public hands will be 45,057,571 H Shares,
|
||
representing approximately 20.88% of the total issued share capital of the Company which satisfies
|
||
the minimum percentage prescribed in the conditions imposed in the waiver granted by the Stock
|
||
Exchange from strict compliance with Rule 8.08(1) of the Listing Rules, and (ii) the Company will
|
||
comply with Rule 18A.07 of the Listing Rules that a portion of the total number of the Company ’s
|
||
issued shares with a market capitalization of at least HK$375 million will be held by the public at
|
||
the time of Listing.
|
||
The Directors confirm that (a) no placee will, individually, be placed more than 10% of the
|
||
enlarged issued share capital of the Company immediately after the Global Offering; (b) there
|
||
will not be any new substantial shareholder (as defined in the Listing Rules) of the Company
|
||
immediately after the Global Offering; (c) the number of H Shares in public hands will satisfy the
|
||
minimum percentage as approved by the Stock Exchange; (d) the three largest public shareholders
|
||
of the Company do not hold more than 50% of the H Shares in public hands at the time of Listing
|
||
in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (e) there will be at least 300
|
||
Shareholders at the time of Listing in compliance with Rule 8.08(2) of the Listing Rules.
|
||
|
||
|
||
--- page 19 ---
|
||
21
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the paragraph headed “Structure and
|
||
Conditions of the Global Offering – Conditions of the Global Offering ” in the Prospectus, 2,385
|
||
valid applications made by the public through giving electronic applications instructions to HKSCC
|
||
via CCASS and through the White Form eIPO service will be conditionally allocated on the basis
|
||
set out below:
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number of
|
||
valid
|
||
applications
|
||
Pool A
|
||
Basis of allocation/ballot
|
||
Approximate
|
||
percentage
|
||
allotted
|
||
of the total
|
||
number of
|
||
H Shares
|
||
applied for
|
||
100 1,846 1,385 out of 1,846 to receive 100 Shares 75.03%
|
||
200 219 100 Shares plus 109 out of 219 to receive additional 100 Shares 74.89%
|
||
300 99 200 Shares plus 24 out of 99 to receive additional 100 Shares 74.75%
|
||
400 84 200 Shares plus 83 out of 84 to receive additional 100 Shares 74.70%
|
||
500 107 300 Shares plus 78 out of 107 to receive additional 100 Shares 74.58%
|
||
600 111 400 Shares plus 52 out of 111 to receive additional 100 Shares 74.47%
|
||
700 16 500 Shares plus 3 out of 16 to receive additional 100 Shares 74.11%
|
||
800 26 500 Shares plus 24 out of 26 to receive additional 100 Shares 74.04%
|
||
900 9 600 Shares plus 5 out of 9 to receive additional 100 Shares 72.84%
|
||
1,000 106 700 Shares plus 29 out of 106 to receive additional 100 Shares 72.74%
|
||
1,500 45 1,000 Shares plus 40 out of 45 to receive additional 100 Shares 72.59%
|
||
2,000 28 1,400 Shares plus 14 out of 28 to receive additional 100 Shares 72.50%
|
||
2,500 33 1,800 Shares plus 4 out of 33 to receive additional 100 Shares 72.48%
|
||
3,000 13 2,100 Shares plus 9 out of 13 to receive additional 100 Shares 72.31%
|
||
3,500 3 2,500 Shares 71.43%
|
||
4,000 13 2,800 Shares plus 6 out of 13 to receive additional 100 Shares 71.15%
|
||
4,500 2 3,200 Shares 71.11%
|
||
5,000 18 3,500 Shares plus 10 out of 18 to receive additional 100 Shares 71.11%
|
||
6,000 6 4,200 Shares plus 4 out of 6 to receive additional 100 Shares 71.11%
|
||
7,000 8 4,900 Shares plus 5 out of 8 to receive additional 100 Shares 70.89%
|
||
8,000 2 5,600 Shares plus 1 out of 2 to receive additional 100 Shares 70.63%
|
||
10,000 14 7,000 Shares plus 7 out of 14 to receive additional 100 Shares 70.50%
|
||
15,000 7 10,500 Shares plus 5 out of 7 to receive additional 100 Shares 70.48%
|
||
20,000 6 14,000 Shares plus 5 out of 6 to receive additional 100 Shares 70.42%
|
||
25,000 1 17,600 Shares 70.40%
|
||
30,000 5 21,100 Shares 70.33%
|
||
35,000 1 24,500 Shares 70.00%
|
||
40,000 3 28,000 Shares 70.00%
|
||
45,000 2 31,500 Shares 70.00%
|
||
50,000 3 35,000 Shares 70.00%
|
||
60,000 2 42,000 Shares 70.00%
|
||
2,838 Total number of Pool A successful applicants: 2,377
|
||
|
||
|
||
--- page 20 ---
|
||
22
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number of
|
||
valid
|
||
applications
|
||
Pool B
|
||
Basis of allocation/ballot
|
||
Approximate
|
||
percentage allotted
|
||
of the total
|
||
number of
|
||
H Shares
|
||
applied for
|
||
70,000 6 70,000 Shares 100.00%
|
||
100,000 1 100,000 Shares 100.00%
|
||
200,000 1 200,000 Shares 100.00%
|
||
8 Total number of Pool B successful applicants: 8
|
||
The final number of Offer Shares under the Hong Kong Public Offering is 2,244,700 Offer Shares,
|
||
representing approximately 10% of the total number of Offer Shares initially available under the
|
||
Global Offering (before any exercise of the Over-allotment Option).
|
||
RESULTS OF ALLOCATIONS
|
||
The Offer Price, the level of indications of interest in the International Offering, the results of
|
||
allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of
|
||
successful applicants under the Hong Kong Public Offering will be available at the times and date
|
||
and in the manner specified below:
|
||
• in the announcement to be posted on the Company ’s website at http://kelun-biotech.com
|
||
and the Stock Exchange ’s website at www.hkexnews.hk by no later than 9:00 a.m. on
|
||
Monday, July 10, 2023. Please note that the list of identification document numbers in this
|
||
announcement may not be a complete list of successful applicants since only successful
|
||
applicants whose identification document numbers are provided to HKSCC by CCASS
|
||
Participants are disclosed. Applicants with beneficial names only but not identification
|
||
document numbers are not disclosed due to personal privacy issue as elaborated below.
|
||
Applicants who applied for the Offer Shares through their brokers can consult their brokers
|
||
to enquire about their application result;
|
||
• from the designated results of allocations website at www.iporesults.com.hk (alternatively: English
|
||
https://www.eipo.com.hk/en/Allotment ; Chinese https://www.eipo.com.hk/zh-hk/Allotment )
|
||
with a “search by ID ” function on a 24 hour basis from 8:00 a.m. on Monday, July 10, 2023
|
||
to 12:00 midnight on Sunday, July 16, 2023; and
|
||
• by telephone enquiry line by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. on
|
||
Monday, July 10, 2023, Tuesday July 11, 2023, Wednesday, July 12, 2023, and Thursday,
|
||
July 13, 2023.
|
||
This announcement contains a list of identification document numbers. Identification document
|
||
numbers shown in the section headed “Results of Applications Made by White Form eIPO ” refer
|
||
to Hong Kong identity card numbers/passport numbers/Hong Kong business registration numbers/
|
||
certificate of incorporation numbers/beneficial owner identification codes (if such applications
|
||
are made by nominees as agent for the benefit of another person) whereas those displayed in the
|
||
section headed “Results of Applications Made by Giving Electronic Application Instructions
|
||
to HKSCC via CCASS ” are provided by CCASS Participants via CCASS. Therefore, the
|
||
identification document numbers shown in the two sections are different in nature.
|
||
|
||
|
||
--- page 21 ---
|
||
23
|
||
Since applications are subject to personal information collection statements, beneficial owner identification codes displayed in the sections
|
||
headed “Results of Applications Made by White Form eIPO ” and “Results of Applications Made by Giving Electronic Application
|
||
Instructions to HKSCC via CCASS ” are redacted and not all details of applications are disclosed in this announcement.
|
||
SHAREHOLDING CONCENTRATION ANALYSIS
|
||
A summary of allotment results under the International Offering is set out below:
|
||
Top 1, 5, 10, 20 and 25 of the placees in the International Offering:
|
||
International/Placee Subscription
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in full)
|
||
Subscription
|
||
as % of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Subscription
|
||
as % of
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in full)
|
||
% of total H
|
||
share capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total H
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in full)
|
||
% 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 in full)
|
||
Top 1 3,900,000 3,900,000 3,900,000 19.31% 16.55% 17.37% 15.11% 6.43% 6.09% 1.81% 1.78%
|
||
Top 5 12,707,400 12,707,400 158,263,085 62.90% 53.92% 56.61% 49.23% 20.94% 19.84% 73.33% 72.20%
|
||
Top 10 17,437,300 17,437,000 162,992,985 86.32% 73.99% 77.69% 67.55% 28.73% 27.22% 75.52% 74.36%
|
||
Top 20 22,372,300 22,910,048 169,757,947 110.75% 94.93% 99.67% 86.67% 37.75% 35.77% 78.65% 77.45%
|
||
Top 25 22,922,300 23,460,048 170,307,947 113.47% 97.26% 102.12% 88.80% 38.66% 36.62% 78.91% 77.70%
|
||
|
||
|
||
--- page 22 ---
|
||
24
|
||
Top 1, 5, 10, 20 and 25 of the Shareholders upon Listing:
|
||
Shareholders of the
|
||
Company Subscription
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in full)
|
||
Subscription
|
||
as % of total
|
||
Offer Shares
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Subscription
|
||
as % of
|
||
Offer Shares
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in full)
|
||
% of total H
|
||
share capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total H
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in full)
|
||
% 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 in full)
|
||
Top 1 3,782,700 3,782,700 149,338,385 18.72% 16.05% 16.85% 14.65% 6.23% 5.91% 69.19% 68.13%
|
||
Top 5 3,782,700 24,718,584 184,910,636 18.72% 16.05% 16.85% 14.65% 40.73% 38.59% 85.67% 84.36%
|
||
Top 10 11,307,400 37,990,625 199,343,183 55.97% 47.98% 50.38% 43.81% 62.60% 59.31% 92.36% 90.94%
|
||
Top 20 18,397,300 46,210,453 210,233,003 91.07% 78.06% 81.96% 71.27% 76.14% 72.14% 97.41% 95.91%
|
||
Top 25 20,897,300 49,445,440 213,467,990 103.44% 88.67% 93.10% 80.96% 81.47% 77.19% 98.91% 97.39%
|
||
Top 1, 5, 10, 20 and 25 of all the holders of the H Shares of the Company upon Listing:
|
||
H Shareholders Subscription
|
||
Number of H
|
||
Shares held upon
|
||
Listing
|
||
Number of Shares
|
||
held upon Listing
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Subscription
|
||
as % of
|
||
International
|
||
Offering
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in full)
|
||
Subscription as
|
||
% of total Offer
|
||
Shares (assuming
|
||
no exercise of the
|
||
Over-allotment
|
||
Option)
|
||
Subscription
|
||
as % of Offer
|
||
Shares (assuming
|
||
the Over-
|
||
allotment Option
|
||
is exercised in
|
||
full)
|
||
% of total H
|
||
share capital
|
||
upon Listing
|
||
(assuming no
|
||
exercise of the
|
||
Over-allotment
|
||
Option)
|
||
% of total H
|
||
share capital
|
||
upon Listing
|
||
(assuming the
|
||
Over-allotment
|
||
Option is
|
||
exercised in full)
|
||
% 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 in full)
|
||
Top 1 13,443,693 13,443,693 0.00% 0.00% 0.00% 0.00% 22.15% 20.99% 6.23% 6.13%
|
||
Top 5 7,682,700 38,968,584 180,166,459 38.03% 32.60% 34.23% 29.76% 64.21% 60.83% 83.48% 82.19%
|
||
Top 10 12,707,400 48,390,625 193,599,006 62.90% 53.92% 56.61% 49.23% 79.73% 75.54% 89.70% 88.32%
|
||
Top 20 19,267,300 56,815,440 203,143,947 95.38% 81.75% 85.84% 74.64% 93.62% 88.69% 94.12% 92.68%
|
||
Top 25 21,872,300 59,420,440 206,331,725 108.27% 92.80% 97.44% 84.73% 97.91% 92.76% 95.60% 94.13%
|
||
In view of the high concentration of shareholding in a small number of H Shareholders, H Shareholders and prospective investors
|
||
should be aware that the price of the H Shares could move substantially even with a small number of H Shares traded, and should
|
||
exercise extreme caution when dealing in H Shares.
|