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--- page 1 ---
1
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.
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 or in any other jurisdictions. The securities mentioned herein have not been, and will not be,
registered under the United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”) or
securities law of any state or other jurisdiction of the United States. The securities may not be offered, sold, pledged
or otherwise transferred within 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 (1) solely to qualified
institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration
under the U.S. Securities Act and (2) outside the United States unless in compliance with Regulation S under the U.S.
Securities Act. There will be no public offer of securities in the United States.
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 21, 2025 (the “Prospectus ”) issued by MIXUE Group (ʮ̡ ) (the “Company ”)
for detailed information about the Global Offering described below before deciding whether or not to invest in the H
Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance
on the information in the Prospectus. The Company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended.
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
defined in the Prospectus.
In connection with the Global Offering, Merrill Lynch (Asia Pacific) Limited, as stabilizing manager (the “Stabilizing
Manager ”) (or any person acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with
a view to stabilizing or supporting the market price of the H Shares at a level higher than that which might otherwise
prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager (or any
person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at
the absolute discretion of the Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager
reasonably regards as the best interest of the Company, (b) may be discontinued at any time and (c) is required to
be brought to an end within 30 days after the last day for lodging applications under the Hong Kong Public Offering
(which is Friday, March 28, 2025). Such stabilizing action, if taken, may be effected in all jurisdictions where it is
permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including
the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made
under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for
longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
after the last day for lodging applications under the Hong Kong Public Offering (which is Friday, March 28, 2025).
After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of
the H Shares, could fall.
Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of
the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
Agreement with immediate effect upon the occurrence of any of the events set out in the 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 3, 2025).
--- page 2 ---
2
MIXUE Group
ʮ̡
(A joint stock company incorporated in the People s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
: 17,059,900 H Shares (subject to
the Over-allotment Option)
Number of Hong Kong Offer Shares : 8,530,000 H Shares (as adjusted after
reallocation)
Number of International Offer Shares : 8,529,900 H Shares (as adjusted after
reallocation and subject to the Over-
allotment Option)
Offer Price : HK$202.50 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015% and
Stock Exchange trading fee of 0.00565%
Nominal value : RMB1.00 per H Share
Stock code : 2097
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
(in alphabetical order)
BofA Securities Goldman Sachs UBS
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners
and Joint Lead Managers
(in alphabetical order)
CICC HTSC
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
ICBCI
Joint Bookrunners and Joint Lead Managers
GF Securities CMBI
--- page 3 ---
1
MIXUE GROUP / 蜜雪冰城股份有限公司
ANNOUNCEMENT OF ALLOTMENT RESULTS
Warning: In view of high concentration of shareholding in a small number of Shareholders,
Shareholders and prospective investors should be aware that the price of the H Shares could move
substantially even with a small number of H Shares traded and should exercise extreme caution
when dealing in the H Shares.
SUMMARY
Company information
Stock code 2097
Stock short name MIXUE GROUP
Dealings commencement date 3 March 2025*
* see note at the end of the announcement
Price Information
Final Offer Price HK$202.50
Offer Price Adjustment exercised N/A
Offer Shares and Share Capital
Number of Offer Shares 17,059,900
Number of Offer Shares in Hong Kong Public Offering 8,530,000
Number of Offer Shares in International Offering 8,529,900
Number of issued Shares upon Listing (before exercise of
the Over-allotment Option)
377,059,900
Over-allocation
No. of Offer Shares over-allocated 2,558,900
Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
combination of these means. In the event the Over-allotment Option is exercised, an announcement will
be made on the Stock Exchanges website.
Proceeds
Gross proceeds (Note) HK$3,455 million
Less: Estimated listing expenses payable based on Final
Offer Price
HK$(163.7) million
Net proceeds HK$3,291 million
Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use
of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus.
The Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option
(if any) for the purposes as set out in the section headed “Future Plans and Use of Proceeds” of the
Prospectus on a pro rata basis. During the Track Record Period, the listing expenses of approximately
RMB20.1 million has been charged to the consolidated statements of profit or loss and other
comprehensive income of the Company, therefore the actual net proceeds received by the Company will be
approximately HK$3,313 million.
--- page 4 ---
2
ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING
No. of valid applications 264,992
No. of successful applications 70,212
Subscription level 5,258.21 times
Claw-back triggered Yes
No. of Offer Shares initially available under the Hong Kong Public
Offering
1,706,000
Final no. of Offer Shares under the Hong Kong Public Offering 8,530,000
% of Offer Shares under the Hong Kong Public Offering to the
Global Offering
50%
Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
www.eipo.com.hk/eIPOAllotment for the full list of allottees.
INTERNATIONAL OFFERING
No. of placees 222
Subscription Level 35.23 times
No. of Offer Shares initially available under the International
Offering
15,353,900
Final no. of Offer Shares under the International Offering 8,529,900
% of Offer Shares under the International Offering to the Global
Offering
50%
The Directors confirm that, to the best of their knowledge, information and belief, save for a waiver from strict
compliance with Rule 10.04 of the Listing Rules and a consent under pa ragraph 5(2) of Appendix F1 to the
Listing Rules (the “ Placing Guidelines”) granted by the Stock Exchange to permit the Company to allocate
certain Offer Shares in the International Offering to a close associate of a Minority Existing Shareholders as
Cornerstone Investor, (i) none of the Offer Shares subscribed by the placees and the public have been financed
directly or indirectly by the Company, any of the Di rectors, Supervisors, chief executive of the Company,
Controlling Shareholders, substantial Shareholders, ex isting Shareholders of the Company or any of its
subsidiaries or their respective close associates; and (ii) none of the placees and the public who have
purchased the Offer Shares are accustomed to taking in structions from the Company , any of the Directors,
Supervisors, chief executive of the Company, Controll ing Shareholders, substantial Shareholders, existing
Shareholders of the Company or any of its subsidiaries or their respective close asso ciates in relation to the
acquisition, disposal, voting or other disposition of H Shares registered in his/her/its name or otherwise held
by him/her/it.
The placees in the International Offering include the following:
--- page 5 ---
3
Cornerstone Investors
Investor
No. of
Offer
Shares
allocated
% of Offer
Shares
(assuming the
Over-allotment
Option is not
exercised)
% of total
issued H
Shares after
the Global
Offering
(assuming the
Over-allotment
Option is not
exercised)
% of total
issued share
capital after
the Global
Offering
(assuming the
Over-allotment
Option is not
exercised)
Existing
shareholders
or
their close
associates
M&G Investments
2,307,800 13.53% 1.56% 0.61% No
HSG Growth VI
Holdco F, Ltd.
(“HongShan
Growth”) 2,307,800 13.53% 1.56% 0.61% No
Persistence Growth
Limited 1,538,500 9.02% 1.04% 0.41% No
HHLR Fund, L.P.
(“HHLR Fund”) 1,153,900 6.76% 0.78% 0.31% No
Long-Z Fund I, LP 384,600 2.25% 0.26% 0.10% Yes
Total 7,692,600 45.09% 5.19% 2.04%
Allotees with Waivers/Consents Obtained
Investor
No. of
Offer
Shares
allocated
% of total issued H
Shares after the
Global Offering
(assuming the
Over-allotment
Option is not
exercised)
% of total
issued share
capital after the
Global Offering
(assuming the Over-
allotment Option is
not exercised) Relationship
Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent
under paragraph 5(2) of the Placing Guidelines in relation to subscription for H Shares by a
closing associate of a Minority Existing Shareholder as Cornerstone Investor Note 1
Long-Z Fund I, LP 384,600 0.26% 0.10%
A close associate of
Longzhu Meicheng,
a Minority Existing
Shareholder
Allotees with consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of the
Guide for New Listing Applicants in relation to allocations to connected clients Note 2
Taikang Asset
Management (Hong
Kong) Company
Limited (TKAMC
HK) 1,000 0.001% 0.0003% Connected client
--- page 6 ---
4
Investor
No. of
Offer
Shares
allocated
% of total issued H
Shares after the
Global Offering
(assuming the
Over-allotment
Option is not
exercised)
% of total
issued share
capital after the
Global Offering
(assuming the Over-
allotment Option is
not exercised) Relationship
UBS Asset
Management
(Singapore) Ltd.
(UBS AM
Singapore) 4,800 0.003% 0.001% Connected client
CICC Financial
Trading Limited
(CICCFT) 600 0.0004% 0.0002% Connected client
Huatai Capital
Investment Limited
(HTCI) 50,200 0.03% 0.01% Connected client
China Southern
Asset Management
Co Limited (China
Southern) 115,100 0.08% 0.03% Connected client
CSOP Asset
Management
Limited (CSOP AM) 700 0.0005% 0.0002% Connected client
GF Global Capital
Limited (GFGC) 165,900 0.11% 0.04% Connected client
E Fund Management
Co., Ltd. (E Fund
Management) and E
Fund Management
(Hong Kong) Co.,
Limited (E Fund
HK) 1,600 0.001% 0.0004% Connected client
Value Partners Hong
Kong Limited
(VPHK) 2,000 0.001% 0.001% Connected client
Notes:
1. Among the Cornerstone Investors, Long-Z Fund I, LP is a close associate of Longzhu Meicheng,
a Minority Existing Shareholder. The Stock E xchange has granted a waiver from strict
compliance with the requirements under Ru le 10.04 of the Listing Rules and consent under
Paragraph 5(2) of the Placing Guidelines to permit H Shares in the International Offering to be
placed to Long-Z Fund I, LP. Please refer to the section headed “Waivers and Exemptions
Waiver and Consent in relation to the Subscription for H Shares by Close Associates of Minority
Existin
g Shareholder as Cornerstone Investor” of the Prospectus for details.
--- page 7 ---
5
2. For details of the consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of
the Guide for New Listing Applicants in relation to allocations to connected clients, please refer
to the section headed “Others / Additional Inform ation Placing to conn ected clients with a
prior consent under paragraph 5(1) of the Placing Guidelines” in this announcement.
LOCK-UP UNDERTAKINGS
Controlling Shareholders
Name
Number of Shares
held in the
Company subject to
lock-up
undertakings upon
Listing
% of total issued
H Shares after the
Global Offering
subject to lock-up
undertakings upon
Listing (assuming
the Over-allotment
Option is not
exercised)
% of shareholding
in the Company
subject to lock-up
undertakings
upon Listing
(assuming the
Over-allotment
Option is not
exercised)
Last day subject
to the lock-up
undertakings
Note 1
Mr. Zhang
HongchaoNote 2
155,617,211
(including
54,547,022 H
Shares)
36.78% 41.27% 2 March 2026
Mr. Zhang
HongfuNote 3
155,617,211
(including
54,547,022 H
Shares)
36.78% 41.27% 2 March 2026
Qingchun
WuweiNote 2
1,619,987
(including 647,994
H Shares)
0.44% 0.43% 2 March 2026
Shiyu ZuxiaNote 3 1,619,987
(including 647,994
H Shares)
0.44% 0.43% 2 March 2026
Notes:
1. The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law. In
accordance with the relevant Listing Rules and guidance materials, the required lock-up for the first six
month period ends on 2 September 2025 and for the second six-month period ends on 2 March 2026.
2. Qingchun Wuwei, one of our employee shareholding platforms and a limited partnership established in the
PRC, is managed by its general partner, Mr. Zhang Hongchao. As such, Mr. Zhang Hongchao is deemed
to be interested in the 971,993 Unlisted Shares and 647,994 H Shares held by Qingchun Wuwei under the
SFO.
3. Shiyu Zuxia, one of our employee shareholding platforms and a limited partnership established in the PRC,
is managed by its general partner, Mr. Zhang Hongfu. As such, Mr. Zhang Hongfu, is deemed to be
interested in the 971,993 Unlisted Shares and 647,994 H Shares held by Shiyu Zuxia under the SFO.
--- page 8 ---
6
Cornerstone Investors
Name
Number of H
Shares held in the
Company subject
to lock-up
undertakings
upon Listing
% of total issued H
Shares after the
Global Offering
subject to lock-up
undertakings upon
Listing (assuming
the Over-allotment
Option is not
exercised)
% of shareholding
in the Company
subject to lock-up
undertakings upon
Listing (assuming
the Over-allotment
Option is not
exercised)
Last day subject to
the lock-up
undertakingsNote
M&G Investments 2,307,800 1.56% 0.61% 2 Septembe r 2025
HongShan Growth 2,307,800 1.56% 0.61% 2 Septembe r 2025
Persistence Growth
Limited 1,538,500 1.04% 0.41%
2 September 2025
HHLR Fund 1,153,900 0.78% 0.31% 2 Septembe r 2025
Long-Z Fund I, LP 384,600 0.26% 0.10% 2 Septembe r 2025
Total 7,692,600 5.19% 2.04%
Note:
In accordance with the relevant cornerstone inves tment agreements, the re quired lock-up ends on 2
September 2025. The Cornerstone Investors will cease to be prohibited from disposing of or transferring H
Shares subscribed
for pursuant to the relevant cornerstone investment agreements after the indicated date.
Other Existing Shareholders
Name
Number of Shares held in
the Company subject to lock-
up undertakings upon
Listing
% of shareholding in the
Company subject to lock-up
undertakings upon Listing
(assuming the Over-
allotment Option is not
exercised)
Last day subject to
the lock-up
undertakingsNote 1
Longzhu
MeichengNote 2 14,400,001 3.82% 2 March 2026 Note 3
Shenzhen Yunqi 14,400,001 3.82% 2 March 2026 Note 3
Tianjin Panxue 7,199,999 1.91% 2 March 2026 Note 3
Wandian
Investment 3,239,975 0.86% 2 March 2026
Note 3
Mr. Shi Peng 3,175,201 0.84% 2 March 2026 Note 3
Mr. Sun Jiantao 3,175,201 0.84% 2 March 2026 Note 3
Ms. Luo Jing 2,540,160 0.67% 2 March 2026 Note 3
Ms. Cai Weimiao 635,040 0.17% 2 March 2026 Note 3
Total 48,765,578 12.93%
Note:
1. The existing Shareholders will
cease to be prohibited from dispos ing of or transferring H Shares
after the indicated date.
2. For details of the lock-up period of H Shares subscribed by Long-Z Fund I, LP, a close associate of
Longzhu Meicheng and a cornerstone investor of the Global Offering, please refer to the section
headed “Lock-up Undertakings Cornerstone Investors” in this announcement.
3. The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law.
--- page 9 ---
7
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 fully
exercised and new H
Shares are issued)
Allotment as % of total
Offer Shares
(assuming no exercise
of the Over- allotment
Option)
Allotment as % of total
Offer Shares (assuming t
he Over-allotment Optio
n is fully exercised and n
ew H Shares are issued)
Number of
Shares held upon
Listing
% of total issued
share capital upon
Listing (assuming no
exercise of the Over-
allotment Option)
% of total issued share
capital upon Listing
(assuming the Over-allotment
Option is fully exercised and
new H Shares are issued)
Top 1 2,307,800 27.06% 20.81% 13.53% 11.76% 2,307,800 0.61% 0.61%
Top 5 7,998,400 93.77% 72.13% 46.88% 40.77% 7,998,400 2.12% 2.11%
Top 10 9,354,500 109.67% 84.36% 54.83% 47.68% 23,754,501 6.30% 6.26%
Top 25 10,720,300 125.68% 96.68% 62.84% 54.64% 25,120,301 6.66% 6.62%
Note:
* 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 fully
exercised and new
H Shares are
issued)
Allotment as % of
total Offer Shares
(assuming no
exercise of the Over-
allotment Option)
Allotment as % of
total Offer Shares
(assuming the Over-
allotment Option is
fully exercised and
new H Shares are
issued)
Number of
H Shares held upon Listing
% of total issued H
share capital upon
Listing (assuming no
exercise of the Over-
allotment Option)
% of total issued H share
capital upon Listing
(assuming the Over-
allotment Option is fully
exercised and new H
Shares are issued)
Top 1 0 0.00% 0.00% 0.00% 0.00% 109,094,044 73.55% 72.30%
Top 5 384,600 4.51% 3.47% 2.25% 1.96% 127,838,618 86.19% 84.73%
Top 10 6,538,700 76.66% 58.97% 38.33% 33.33% 136,532,878 92.05% 90.49%
Top 25 10,105,900 118.48% 91.14% 59.24% 51.51% 141,370,158 95.31% 93.70%
Note:
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
--- page 10 ---
8
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 fully
exercised and new H
Shares are issued)
Allotment as % of
total Offer Shares
(assuming no
exercise of the
Over- allotment
Option)
Allotment as % of total
Offer Shares (assuming
the Over-allotment
Option is fully exercised
and new
H Shares are issued)
Number of
H Shares held upon
Listing
Number of
Shares held upon
Listing
% of total issued share
capital upon Listing
(assuming no exercise of
the Over-allotment
Option)
% of total issued share
capital upon Listing
(assuming the Over-allotment
Option is fully exercised and
new H Shares are issued)
Top 1 0 0.00% 0.00% 0.00% 0.00% 109,094,044 311,234,422 82.54% 81.99%
Top 5 384,600 4.51% 3.47% 2.25% 1.96% 127,838,618 350,858,998 93.05% 92.42%
Top 10 5,000,200 58.62% 45.09% 29.31% 25.49% 136,010,442 364,365,160 96.63% 95.98%
Top 25 10,105,900 118.48% 91.14% 59.24% 51.51% 141,370,158 370,105,900 98.16% 97.49%
Note:
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
--- page 11 ---
9
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, 2 64,992 valid applications
made by the public will be conditionally allocated on the ba sis set out below:
NO. OF SHARES
APPLIED FOR
NO. OF VALID
APPLICATIONS BASIS OF ALLOTMENT / BALLOT
APPROXIMATE
PERCENTAGE
ALLOTTED
OF THE TOTAL
NO. OF
H SHARES
APPLIED FOR
POOL A
100 93,805 7,504 out of 93,805 to receive 100 Shares 8.00%
200 18,091 1,483 out of 18,091 to receive 100 Shares 4.10%
300 10,299 865 out of 10,299 to receive 100 Shares 2.80%
400 14,101 1,213 out of 14,101 to receive 100 Shares 2.15%
500 11,581 1,019 out of 11,581 to receive 100 Shares 1.76%
600 1,382 125 out of 1,382 to receive 100 Shares 1.51%
700 980 90 out of 980 to receive 100 Shares 1.31%
800 2,397 224 out of 2,397 to receive 100 Shares 1.17%
900 1,156 110 out of 1,156 to receive 100 Shares 1.06%
1,000 9,252 925 out of 9,252 to receive 100 Shares 1.00%
1,500 2,408 343 out of 2,408 to receive 100 Shares 0.95%
2,000 3,909 704 out of 3,909 to receive 100 Shares 0.90%
2,500 3,476 739 out of 3,476 to receive 100 Shares 0.85%
3,000 2,366 568 out of 2,366 to receive 100 Shares 0.80%
3,500 1,441 378 out of 1,441 to receive 100 Shares 0.75%
4,000 1,546 433 out of 1,546 to receive 100 Shares 0.70%
4,500 1,925 563 out of 1,925 to receive 100 Shares 0.65%
5,000 3,078 923 out of 3,078 to receive 100 Shares 0.60%
6,000 1,632 539 out of 1,632 to receive 100 Shares 0.55%
7,000 1,368 479 out of 1,368 to receive 100 Shares 0.50%
8,000 1,235 454 out of 1,235 to receive 100 Shares 0.46%
9,000 1,135 439 out of 1,135 to receive 100 Shares 0.43%
10,000 10,246 4,098 out of 10,246 to receive 100 Shares 0.40%
15,000 4,978 2,837 out of 4,978 to receive 100 Shares 0.38%
20,000 22,304 15,595 out of 22,304 to receive 100 Shares 0.35%
226,091 Total number of Pool A successful applicants: 42,650
POOL B
25,000 10,258 3,077 out of 10,258 to receive 100 Shares 0.12%
50,000 5 ,967 3,282 out of 5,967 to receive 100 Shares 0.11%
75,000 3,126 2,345 out of 3,126 to receive 100 Shares 0.10%
100,000 6,916 6,224 out of 6,916 to receive 100 Shares 0.09%
200,000 3,331 100 Shares plus 1,999 out of 3,331 to receive additional 100 Shares 0.08%
300,000 1,489 200 Shares 0.07%
400,000 937 200 Shares plus 225 out of 937 to receive additional 100 Shares 0.06%
500,000 1,113 200 Shares plus 334 out of 1,113 to receive additional 100 Shares 0.05%
600,000 5 91 200 Shares plus 201 out of 591 to receive additional 100 Shares 0.04%
700,000 57 6 200 Shares plus 219 out of 576 to receive additional 100 Shares 0.03%
853,000 4,597 200 Shares plus 2,807 out of 4,597 to receive additional 100 Shares 0.03%
38,901 Tota l number of Pool B successful applicants: 27,562
As of the date of this announcement, the releva nt subscription monies previously deposited in the
designated nominee accounts have been remitted ba ck to the accounts of all HKSCC participants.
Investors should contact their relevant brokers for any inquiries.
--- page 12 ---
10
COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
which consent has been obtained, the Company has complied with the Listing Rules and guidance
materials in relation to the placing, allotment and listing of the Companys H Shares.
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or
the public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased
by them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy,
SFC transaction levy and Stock Exchange trading fee payable.
OTHERS / ADDITIONAL INFORMATION
Reallocation
As the Hong Kong Public Offering has been oversubscribed by more than 100 times of the total
number of Offer Shares initially available under the Hong Kong Public Offering, the reallocation
procedure as disclosed in the section headed “Structure of the Global Offering The Hong Kong
Public Offering Reallocation” of the Prospectus has been applied.
As a result of such reallocation, the final number of Offer Shares under the Hong Kong Public
Offering is adjusted to 8,530,000 H Shares, representing approximately 50% of the total number of
Offer Shares available under the Global Offering (assuming the Over-allotment Option is not
exercised).
Placing to connected clients with a prior consent under paragraph 5(1) of the Placing
Guidelines
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent
under paragraph 5(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares
in the International Offering to the connected clients listed below. The allocation of Offer Shares to
such connected clients is in compliance with all the conditions under the consent granted by the
Stock Exchange.
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11
No. Connected
distributor
Connected client Relationship Whether the
connected clients will
hold the beneficial
interests of the Offer
Shares on a non-
discretionary basis or
discretionary basis
for independent third
partis
Number of Offer
Shares to be allocated
to the connected
client
Approximate
percentage of Offer
Shares allocated to
the connected client
(assuming no exercise
of the Over-allotment
Option)
Approximate
percentage of total
issued share capital
after the Global
Offering (assuming
no exercise of the
Over-allotment
Option)
1. UBS AG Hong Kong
Branch (UBS)
TKAMC HK(1) UBS AG, the parent
company of UBS, is
one of the shareholders
of Taikang Insurance
Group. TKAMC HK is
a wholly-owned
subsidiary of Taikang
Insurance Group.
discretionary basis 1,000 0.01% 0.0003%
2. UBS UBS AM Singapore(2) UBS AM Singapore is
a member of the same
group of UBS.
discretionary basis 4,800 0.03% 0.001%
3. China International
Capital Corporation
Hong Kong Securities
Limited (CICCHKS)
CICCFT(3) CICCFT is a member
of the same group of
CICCHKS.
non-discretionary basis 600 0.004% 0.0002%
4. Huatai Financial
Holdings (Hong Kong)
Limited (HTFH)
HTCI(4) HTCI is a member of
the same group of
HTFH.
non-discretionary basis 50,200 0.29% 0.01%
5. HTFH China Southern(5) China Southern is a
member of the same
group of HTFH.
discretionary basis 115,100 0.67% 0.03%
6. HTFH CSOP AM(6) HTFH and CSOP AM
are members of the
discretionary basis 700 0.004% 0.0002%
--- page 14 ---
12
No. Connected
distributor
Connected client Relationship Whether the
connected clients will
hold the beneficial
interests of the Offer
Shares on a non-
discretionary basis or
discretionary basis
for independent third
partis
Number of Offer
Shares to be allocated
to the connected
client
Approximate
percentage of Offer
Shares allocated to
the connected client
(assuming no exercise
of the Over-allotment
Option)
Approximate
percentage of total
issued share capital
after the Global
Offering (assuming
no exercise of the
Over-allotment
Option)
same group of
companies.
7. GF Securities (Hong
Kong) Brokerage
Limited (GF Securities
(Hong Kong)
Brokerage)
GFGC(7) GFGC is a member of
the same group of GF
Securities (Hong
Kong) Brokerage.
non-discretionary basis 165,900 0.97% 0.04%
8. GF Securities (Hong
Kong) Brokerage
E Fund Management
and E Fund HK(8)
E Fund Management,
E Fund HK (a wholly
owned subsidiary of E
Fund Management)
and GF Securities
(Hong Kong)
Brokerage are
members of the same
group of companies.
non-discretionary basis 1,600 0.01% 0.0004%
9. GF Securities (Hong
Kong) Brokerage
VPHK(9) VPHK is a member of
the same group of GF
Securities (Hong
Kong) Brokerage.
discretionary basis 2,000 0.01% 0.001%
Notes:
(1) TKAMC will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its underlying clients.
Each of the underlying clients of TKAMC is an independent third party of TKAMC and UBS and the companies which are members of the same group of UBS.
--- page 15 ---
13
(2) UBS AM Singapore will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its underlying clients.
UBS AM Singapore confirmed that, to the best of its knowledge and belief and after due enquiry, the sources of funds of its underlying clients are independent third
parties of UBS AM Singapore, and UBS AM Singapore do not invest their own funds in such underlying clients.
(3) CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one OTC swap transactions (the OTC Swaps) with each
other and the ultimate clients (the CICC FT Ultimate Clients), pursuant to which CICC FT 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 CICC FT Ultimate Clients, subject to customary fees and commissions.
The OTC Swaps will be fully funded by the CICC FT Ultimate Clients. During the terms of the OTC Swaps, all economic returns of the Offer Shares subscribed by
CICC FT will be passed to the CICC FT Ultimate Clients and all economic loss shall be borne by the CICC FT Ultimate Clients through the OTC Swaps, and CICC
FT 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 CICC
FT Ultimate Clients may request CICC FT to redeem it at their own discretions, upon which CICC FT 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 CICC FT 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.
To the best of CICC FTs knowledge having made all reasonable inquiries, each of the CICC FT Ultimate Clients is an independent third party of CICC FT, CICCHKS
and the companies which are members of the same group of CICCHKS.
(4) PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public offerings (IPOs) in Hong Kong. However, PRC
investors are permitted to invest in products issued by appropriate domestic securities firms licensed to undertake cross-border derivatives trading activities. In
connection with such products, the licensed domestic securities firms, through their Hong Kong affiliates, may participate in Hong Kong IPOs either as placees or
cornerstone investors (the Cross-border Derivatives Trading Regime).
Huatai Securities Co., Ltd. (Huatai Securities), the shares of which are listed on both the Shanghai Stock Exchange (stock code: 601688) and the Stock Exchange
(stock code: 6886), is one of the domestic securities firms licensed to undertake cross-border derivatives trading activities. Huatai Securities entered into an ISDA
agreement (the ISDA Agreement) with its indirectly wholly-owned subsidiary, Huatai Capital Investment Limited (HTCI) to set out the principal terms of any future
total return swap between Huatai Securities and HTCI.
Huatai Financial Holdings (Hong Kong) Limited (HTFH) is an Overall Coordinator in connection with the Global Offering. Pursuant to the ISDA Agreement,
HTCI, which intends to participate in the Global Offering as a placee, will hold the Offer Shares on a non-discretionary basis as the single underlying holder under
a back-to-back total return swap (the Back-to-back TRS) to be entered by HTCI in connection with a Client TRS (as defined below) placed by and fully funded (i.e.
with no financing provided by HTCI) by the Huatai Ultimate Clients (as defined below), by which, HTCI will pass the full economic exposure of the Offer Shares to
the Huatai Ultimate Clients, which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the Huatai Ultimate Clients. HTFH, an Overall
Coordinator, and HTCI are indirectly wholly-owned subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a “connected client” of HTFH pursuant
to paragraph 13(7) of the Placing Guidelines.
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (the Huatai Ultimate Clients) cannot directly subscribe for the Offer Shares but
may invest in derivative products issued by domestic securities firms licenced to undertake cross-border derivatives trading activities, such as Huatai Securities,
with the Offer Shares as the underlying assets. Instead of directly subscribing for the Offer Shares, the Huatai Ultimate Clients will place a total return swap order
(the Client TRS) with Huatai Securities in connection with the Companys IPO and Huatai Securities will place a Back-to-back TRS order to HTCI on the terms of
the ISDA Agreement. In order to hedge its exposure under the Back-to-back TRS, HTCI participates in the Companys IPO and subscribes the Offer Shares through
placing order with HTFH during the International Offering.
--- page 16 ---
14
To the best of HTCIs knowledge and after making all reasonable enquiries, each of the Huatai Ultimate Clients is an independent third party of HTCI, HTFH and
the companies which are members of the same group of HTFH.
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back-to-back TRS in connection with the Client TRS order placed by the Huatai Ultimate
Clients. Pursuant to the terms of the contracts of the Back-to-back TRS and the Client TRS, during the tenor of the Back-to-back TRS and the Client TRS, all
economic returns of the Offer Shares will be passed to the Huatai Ultimate Clients through the Back-to-back TRS and the Client TRS and all economic loss shall be
borne by the Huatai Ultimate Clients. HTCI will not take any economic return or bear any economic loss in relation to the Offer Shares.
Investment in the Back-to-back TRS and the Client TRS is similar to the investment in a qualified domestic institutional investor fund (QDII) in the way that the
Huatai Ultimate Clients would reap all the economic benefits of the underlying Offer Shares, except that a QDII fund would pass through the exchange rate
exposure on both the notional value of the investment and the profit and loss of the investment. In contrast, the profit and loss of the Back-to-back TRS and the Client
TRS factor into account the fluctuation in RMB exchange rate upon termination of the Client TRS by converting the profit and loss using the current exchange rate
at the time of termination. As such, the Huatai Ultimate Clients would bear the exchange rate exposure of the profit and loss on settlement date.
The Huatai Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Client TRS which should be
on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the termination upon maturity or early termination of the Client TRS by the
Huatai Ultimate Clients, HTCI will dispose the Offer Shares on the secondary market and the Huatai Ultimate Clients will receive a final termination amount of the
Back-to-back TRS which should have taken into account all the economic returns or economic loss in relation to the Offer Shares. If upon the maturity of the Client
TRS, the Huatai Ultimate Clients intend to extend the investment period, subject to further agreement between Huatai Securities and the relevant Huatai Ultimate
Clients, the term of the Client TRS could be extended by way of a new issuance or a tenor extension. Accordingly, Huatai Securities will extend the term of the Back-
to-back TRS by way of a new issuance or a tenor extension.
It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass through the economic exposure to the Huatai Ultimate
Clients, each being an onshore client who places a Client TRS order with Huatai Securities in connection with the IPO of the Company. Due to its internal policy,
HTCI will not exercise the voting right of the Offer Shares during the tenor of the Back-to-back TRS.
During the life of the Client TRS and Back-to-back TRS, HTCI may continue to hold the Offer Shares in its custodian account, or to hold some or all of the Offer
Shares in a prime brokerage account for stock borrowing purposes (as further described in paragraph 11 below).
As permitted under the contractual arrangement with the Huatai Ultimate Clients, HTCI will lend out its holding of underlying Offer Shares in the form of stock
borrowing loans consistent with market practice to lower its finance costs, provided that HTCI has the ability to call back the Offer Shares on loan at any time in
order to satisfy its obligations under the Back-to-back TRS to ensure the economic interests to be passed to the Huatai Ultimate Clients will remain unchanged.
(5) China Southern, a qualified domestic institutional investor as approved by the relevant PRC authority to conduct asset management business, will hold the Offer
Shares as the independent agent and discretionary manager of certain QDII funds.
Each of such QDII funds is an independent third party of China Southern and HTFH and the companies which are members of the same group of HTFH.
(6) CSOP AM will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its underlying clients.
--- page 17 ---
15
Each of the underlying clients of CSOP is an independent third party of CSOP and HTFH and the companies which are members of the same group of HTFH.
(7) The Offer Shares placed to GFGC (the Connected Client Shares) will be held by GFGC acting as the single counterparty of a back-to-back total return swap
transaction (the Back-to-back TRS) to be entered into between GFGC and GF Securities Co., Ltd. (Stock code: 1776) ( GF Securities) in connection with a total
return swap order (the Client TRS) placed by and fully funded by HAIFU LIZHEN Phase 1 Private Equity Securities Investment Fund, its ultimate client (the GF
Ultimate Client), by which GFGC will pass the full economic exposure of the Connected Client Shares to the GF Ultimate Client, which in effect, GFGC will hold
the beneficial interest of the Connected Client Shares on behalf of the GF Ultimate Client on a non-discretionary basis.
GFGC will hold the legal title and beneficial interest in the Connected Client Shares, but will contractually agree to pass on the full economic exposure and return
of the Connected Client Shares to the GF Ultimate Client. The GF Ultimate Client may exercise an early termination right to early terminate the Client TRS at any
time from the trade date of the Client TRS which should be on or after the date on which the Connected Client Shares are listed on the Stock Exchange.
Upon the final maturity or early termination of the Client TRS by the GF Ultimate Client, GFGC will dispose the Connected Client Shares on the secondary market
and the GF Ultimate Client will receive a final termination amount of the Back-to-back TRS which should have taken into account all the economic returns or
economic loss in relation to the Connected Client Shares, the fixed amount of management fees of the Back-to-back TRS and the Client TRS.
Due to its internal policy, GFGC will not exercise the voting right of the Connected Client Shares during the tenor of the Back-to-back TRS. To the best of GFGCs
knowledge, after making all reasonable enquiries, the GF Ultimate Client is a third party independent from each of the Company, GFGC and GF Securities (Hong
Kong) Brokerage.
(8) E Fund Management is a fund manager managing assets on behalf of its underlying clients and E Fund HK is a wholly-owned subsidiary of E Fund Management.
GF Securities holds 22.65% of the issued share capital of E Fund Management. GF Securities (Hong Kong) Brokerage is an indirect wholly-owned subsidiary of
GF Securities. E Fund Management is a member of the same group of companies as GF Securities and therefore is a “connected clie nt” of GF Securities (Hong
Kong) Brokerage. Despite that E Fund Management and E Fund HK will hold the legal title of the Offer Shares by themselves, they will not exercise the voting
rights attaching to the relevant Offer Shares according to their internal policies. Notwithstanding GF Securities' shareholding in E Fund Management and that E
Fund Management and GF Securities (Hong Kong) Brokerage are members of the same group of companies, (i) GF Securities does not have control over E Fund
Management by virtue of its shareholding or control over the board of directors of E Fund Management; and (ii) E Fund Managemen t operates and makes
investment decisions independently from GF Securities and/or GF Securities (Hong Kong) Brokerage. E Fund Management and E Fund HK are to invest on a
non-discretionary basis on behalf of independent third parties of E Fund Management, E Fund HK and GF Securities (Hong Kong) Brokerage and no proprietary
money is used for the placing.
(9) VPHK will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of certain collective investment schemes which are
either authorised by the SFC or not authorised by the SFC.
Each of such collective investment schemes of VPHK is an independent third party of VPHK and GF Securities (Hong Kong) Brokerage and the companies which
are members of the same group of GF Securities (Hong Kong) Brokerage.
--- page 18 ---
16
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 a ccuracy or completene ss and expressly disclaim
any liability whatsoever for any loss howsoever ar ising from or in relian ce upon the w hole or any
part of the contents of this announcement.
This announcement is not for releas e, 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 announc ement does not constitute or form a pa rt of any offer or solicitation to
purchase or subscribe for securitie s in the United States. The secu rities mentioned herein have not
been, and will not be, registered under the United States Securitie s 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 o ffer of securities in the United States.
The Offer Shares are being offered and sold (i) solely to qualified institutional buyers as defined in Rule
144A under the U.S. Securities Act pursuant to an exem ption from registration under the U.S. Securities
Act and (ii) outside the United States in offshore tr ansactions 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 21 February 2025 issued by MIXUE Group for detailed
information about the Global Offering described below be fore deciding whether or not to invest in the
H Shares thereb
y being offered.
*Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to
terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon
the occurrence of any of the event s set out in the section headed “Underwriting Underwriting
Arrangements and Expenses Hong Kong Public Offering Hong Kong Underwriting Agreement
Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the
Listing Date (which is currently expected to be on 3 March 2025).
--- page 19 ---
3
PUBLIC FLOAT
The Stock Exchange has granted the Company a waiver from strict compliance with the
requirements of Rule 8.08(1)(a) of the Listing Rules to reduce the minimum public float of the
Company to the higher of (a) 10.00% of the total issued share capital of the Company, and (b)
such percentage of H Shares to be held by the public immediately after completion of the Global
Offering, as increased by the H Shares to be issued upon any exercise of the Over-allotment
Option.
Immediately after the completion of the Global Offering (before any exercise of the Over-allotment
Option), the number of H Shares held in public hands represents approximately 10.00% of the total
issued share capital of the Company.
The Directors confirm that, immediately following the completion of the Global Offering (before
any exercise of the Over-allotment Option), (i) no placee will, individually, be placed more than
10% of the enlarged issued share capital of the Company immediately after the Global Offering;
(ii) there will not be any new substantial Shareholder immediately after the Global Offering; (iii)
the three largest public shareholders of the Company do not hold more than 50% of the H Shares
in public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing
Rules; and (iv) there will be at least 300 Shareholders at the time of the Listing in compliance with
Rule 8.08(2) of the Listing Rules.
COMMENCEMENT OF DEALINGS
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Monday, March 3,
2025 (Hong Kong time), provided that the Global Offering has become unconditional and the right
of termination described in the section headed “Underwriting Underwriting Arrangements and
Expenses Hong Kong Public Offering Grounds for Termination ” in the Prospectus has not been
exercised. Investors who trade the H Shares on the basis of publicly available allocation details
prior to the receipt of H Share certificates or prior to the H Share certificates becoming valid
evidence of title do so entirely at their own risk.
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Monday,
March 3, 2025 (Hong Kong time), it is expected that dealings in the H Shares on the Stock
Exchange will commence at 9:00 a.m. on Monday, March 3, 2025 (Hong Kong time). The H
Shares will be traded in board lots of 100 H Shares each, and the stock code of the H Shares will
be 2097.
By order of the Board
MIXUE Group
Mr. Zhang Hongfu
Executive Director and
Chief Executive Officer
Hong Kong, February 28, 2025
As at the date of this announcement, the Board comprises: (i) Mr. Zhang Hongchao, Mr. Zhang
Hongfu, Ms. Cai Weimiao and Ms. Zhao Hongguo as executive Directors and (ii) Ms. Poon
Philana Wai Yin, Mr. Chu Gary Hsi and Mr. Huang Sidney Xuande as independent non-executive
Directors.