8a0dfd88f0
Request: - Add extracted PDF text generation to the archivist workflow as a standard step. Changes: - Run PDF text extraction automatically for newly archived HKEX PDF sources. - Make the PDF text extractor incremental and manifest-preserving. - Document extracted-text handling in the archivist skill and README. - Mark generated extracted text as no-diff data evidence. - Backfill extracted text for all archived PDF source references. Verification: - Ran git diff --cached --check. - Ran .venv/bin/python -m py_compile scripts/extract_pdf_text.py scripts/archive_hkex_documents.py. - Ran full PDF extraction, then confirmed an incremental rerun skips unchanged files. - Verified 557 PDF source_refs, 557 manifest rows, all status ok, and zero missing text/hash/path issues. Next useful context: - HKEX HTML notices and Yahoo JSON market data remain under data/raw and are not expected in data/extracted_text.
1135 lines
48 KiB
Plaintext
1135 lines
48 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
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in the United States or in any other jurisdictions. The securities mentioned herein have not been, and will not be,
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registered under the United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act ”) or
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securities law of any state or other jurisdiction of the United States. The securities may not be offered, sold, pledged
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or otherwise transferred within the United States except pursuant to an exemption from the registration requirements
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of the U.S. Securities Act and in compliance with any applicable state securities laws, or (1) solely to qualified
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institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration
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under the U.S. Securities Act and (2) outside the United States unless in compliance with Regulation S under the U.S.
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Securities Act. There will be no public offer of securities in the United States.
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for securities. This announcement is not a prospectus. Potential investors should read the prospectus
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dated February 21, 2025 (the “Prospectus ”) issued by MIXUE Group (ʮ̡ ) (the “Company ”)
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for detailed information about the Global Offering described below before deciding whether or not to invest in the H
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Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance
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on the information in the Prospectus. The Company has not been and will not be registered under the U.S. Investment
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Company Act of 1940, as amended.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
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defined in the Prospectus.
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In connection with the Global Offering, Merrill Lynch (Asia Pacific) Limited, as stabilizing manager (the “Stabilizing
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Manager ”) (or any person acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with
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a view to stabilizing or supporting the market price of the H Shares at a level higher than that which might otherwise
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prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager (or any
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person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at
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the absolute discretion of the Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager
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reasonably regards as the best interest of the Company, (b) may be discontinued at any time and (c) is required to
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be brought to an end within 30 days after the last day for lodging applications under the Hong Kong Public Offering
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(which is Friday, March 28, 2025). Such stabilizing action, if taken, may be effected in all jurisdictions where it is
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permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including
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the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made
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under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for
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longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
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after the last day for lodging applications under the Hong Kong Public Offering (which is Friday, March 28, 2025).
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After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of
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the H Shares, could fall.
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Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of
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the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting
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Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting
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– Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ” in the
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Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on
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Monday, March 3, 2025).
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--- page 2 ---
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2
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MIXUE Group
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ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 17,059,900 H Shares (subject to
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the Over-allotment Option)
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Number of Hong Kong Offer Shares : 8,530,000 H Shares (as adjusted after
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reallocation)
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Number of International Offer Shares : 8,529,900 H Shares (as adjusted after
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reallocation and subject to the Over-
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allotment Option)
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Offer Price : HK$202.50 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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AFRC transaction levy of 0.00015% and
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Stock Exchange trading fee of 0.00565%
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Nominal value : RMB1.00 per H Share
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Stock code : 2097
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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BofA Securities Goldman Sachs UBS
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Overall Coordinators, Joint Global Coordinators, Joint Bookrunners
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and Joint Lead Managers
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(in alphabetical order)
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CICC HTSC
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Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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ICBCI
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Joint Bookrunners and Joint Lead Managers
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GF Securities CMBI
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--- page 3 ---
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1
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MIXUE GROUP / 蜜雪冰城股份有限公司
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares could move
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substantially even with a small number of H Shares traded and should exercise extreme caution
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when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 2097
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Stock short name MIXUE GROUP
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Dealings commencement date 3 March 2025*
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* see note at the end of the announcement
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Price Information
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Final Offer Price HK$202.50
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Offer Price Adjustment exercised N/A
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Offer Shares and Share Capital
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Number of Offer Shares 17,059,900
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Number of Offer Shares in Hong Kong Public Offering 8,530,000
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Number of Offer Shares in International Offering 8,529,900
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Number of issued Shares upon Listing (before exercise of
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the Over-allotment Option)
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377,059,900
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Over-allocation
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No. of Offer Shares over-allocated 2,558,900
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Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases
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in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
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combination of these means. In the event the Over-allotment Option is exercised, an announcement will
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be made on the Stock Exchange’s website.
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Proceeds
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Gross proceeds (Note) HK$3,455 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$(163.7) million
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Net proceeds HK$3,291 million
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Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use
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of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus.
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The Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option
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(if any) for the purposes as set out in the section headed “Future Plans and Use of Proceeds” of the
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Prospectus on a pro rata basis. During the Track Record Period, the listing expenses of approximately
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RMB20.1 million has been charged to the consolidated statements of profit or loss and other
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comprehensive income of the Company, therefore the actual net proceeds received by the Company will be
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approximately HK$3,313 million.
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--- page 4 ---
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2
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 264,992
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No. of successful applications 70,212
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Subscription level 5,258.21 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Hong Kong Public
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Offering
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1,706,000
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Final no. of Offer Shares under the Hong Kong Public Offering 8,530,000
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% of Offer Shares under the Hong Kong Public Offering to the
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Global Offering
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50%
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Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
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www.eipo.com.hk/eIPOAllotment to perform a search by identification number or
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www.eipo.com.hk/eIPOAllotment for the full list of allottees.
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INTERNATIONAL OFFERING
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No. of placees 222
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Subscription Level 35.23 times
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No. of Offer Shares initially available under the International
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Offering
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15,353,900
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Final no. of Offer Shares under the International Offering 8,529,900
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% of Offer Shares under the International Offering to the Global
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Offering
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50%
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The Directors confirm that, to the best of their knowledge, information and belief, save for a waiver from strict
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compliance with Rule 10.04 of the Listing Rules and a consent under pa ragraph 5(2) of Appendix F1 to the
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Listing Rules (the “ Placing Guidelines”) granted by the Stock Exchange to permit the Company to allocate
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certain Offer Shares in the International Offering to a close associate of a Minority Existing Shareholders as
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Cornerstone Investor, (i) none of the Offer Shares subscribed by the placees and the public have been financed
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directly or indirectly by the Company, any of the Di rectors, Supervisors, chief executive of the Company,
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Controlling Shareholders, substantial Shareholders, ex isting Shareholders of the Company or any of its
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subsidiaries or their respective close associates; and (ii) none of the placees and the public who have
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purchased the Offer Shares are accustomed to taking in structions from the Company , any of the Directors,
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Supervisors, chief executive of the Company, Controll ing Shareholders, substantial Shareholders, existing
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Shareholders of the Company or any of its subsidiaries or their respective close asso ciates in relation to the
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acquisition, disposal, voting or other disposition of H Shares registered in his/her/its name or otherwise held
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by him/her/it.
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The placees in the International Offering include the following:
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--- page 5 ---
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3
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Cornerstone Investors
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Investor
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No. of
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Offer
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Shares
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allocated
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% of Offer
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Shares
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(assuming the
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Over-allotment
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Option is not
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exercised)
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% of total
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issued H
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Shares after
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the Global
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Offering
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(assuming the
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Over-allotment
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Option is not
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exercised)
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% of total
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issued share
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capital after
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the Global
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Offering
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(assuming the
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Over-allotment
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Option is not
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exercised)
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Existing
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shareholders
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or
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their close
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associates
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M&G Investments
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2,307,800 13.53% 1.56% 0.61% No
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HSG Growth VI
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Holdco F, Ltd.
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(“HongShan
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Growth”) 2,307,800 13.53% 1.56% 0.61% No
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Persistence Growth
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Limited 1,538,500 9.02% 1.04% 0.41% No
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HHLR Fund, L.P.
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(“HHLR Fund”) 1,153,900 6.76% 0.78% 0.31% No
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Long-Z Fund I, LP 384,600 2.25% 0.26% 0.10% Yes
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Total 7,692,600 45.09% 5.19% 2.04%
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Allotees with Waivers/Consents Obtained
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Investor
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No. of
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Offer
|
||
Shares
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allocated
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% of total issued H
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Shares after the
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Global Offering
|
||
(assuming the
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Over-allotment
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Option is not
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exercised)
|
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% of total
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issued share
|
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capital after the
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Global Offering
|
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(assuming the Over-
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allotment Option is
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not exercised) Relationship
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Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent
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under paragraph 5(2) of the Placing Guidelines in relation to subscription for H Shares by a
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closing associate of a Minority Existing Shareholder as Cornerstone Investor Note 1
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Long-Z Fund I, LP 384,600 0.26% 0.10%
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A close associate of
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Longzhu Meicheng,
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a Minority Existing
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Shareholder
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Allotees with consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of the
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Guide for New Listing Applicants in relation to allocations to connected clients Note 2
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Taikang Asset
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Management (Hong
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Kong) Company
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Limited (TKAMC
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HK) 1,000 0.001% 0.0003% Connected client
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--- page 6 ---
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4
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Investor
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No. of
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Offer
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Shares
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allocated
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% of total issued H
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Shares after the
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Global Offering
|
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(assuming the
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Over-allotment
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Option is not
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exercised)
|
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% of total
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issued share
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capital after the
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Global Offering
|
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(assuming the Over-
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allotment Option is
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not exercised) Relationship
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UBS Asset
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Management
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(Singapore) Ltd.
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(UBS AM
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Singapore) 4,800 0.003% 0.001% Connected client
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CICC Financial
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Trading Limited
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(CICCFT) 600 0.0004% 0.0002% Connected client
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Huatai Capital
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Investment Limited
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(HTCI) 50,200 0.03% 0.01% Connected client
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China Southern
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Asset Management
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Co Limited (China
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Southern) 115,100 0.08% 0.03% Connected client
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CSOP Asset
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Management
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Limited (CSOP AM) 700 0.0005% 0.0002% Connected client
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GF Global Capital
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Limited (GFGC) 165,900 0.11% 0.04% Connected client
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E Fund Management
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Co., Ltd. (E Fund
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Management) and E
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Fund Management
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(Hong Kong) Co.,
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Limited (E Fund
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HK) 1,600 0.001% 0.0004% Connected client
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Value Partners Hong
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Kong Limited
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(VPHK) 2,000 0.001% 0.001% Connected client
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Notes:
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1. Among the Cornerstone Investors, Long-Z Fund I, LP is a close associate of Longzhu Meicheng,
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a Minority Existing Shareholder. The Stock E xchange has granted a waiver from strict
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compliance with the requirements under Ru le 10.04 of the Listing Rules and consent under
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Paragraph 5(2) of the Placing Guidelines to permit H Shares in the International Offering to be
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placed to Long-Z Fund I, LP. Please refer to the section headed “Waivers and Exemptions –
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Waiver and Consent in relation to the Subscription for H Shares by Close Associates of Minority
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Existin
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g Shareholder as Cornerstone Investor” of the Prospectus for details.
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--- page 7 ---
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5
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2. For details of the consent under paragraph 5(1) of the Placing Guidelines and Chapter 4.15 of
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the Guide for New Listing Applicants in relation to allocations to connected clients, please refer
|
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to the section headed “Others / Additional Inform ation – Placing to conn ected clients with a
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prior consent under paragraph 5(1) of the Placing Guidelines” in this announcement.
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LOCK-UP UNDERTAKINGS
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Controlling Shareholders
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Name
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Number of Shares
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held in the
|
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Company subject to
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lock-up
|
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undertakings upon
|
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Listing
|
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% of total issued
|
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H Shares after the
|
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Global Offering
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing (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
|
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exercised)
|
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Last day subject
|
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to the lock-up
|
||
undertakings
|
||
Note 1
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Mr. Zhang
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HongchaoNote 2
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155,617,211
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(including
|
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54,547,022 H
|
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Shares)
|
||
36.78% 41.27% 2 March 2026
|
||
Mr. Zhang
|
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HongfuNote 3
|
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155,617,211
|
||
(including
|
||
54,547,022 H
|
||
Shares)
|
||
36.78% 41.27% 2 March 2026
|
||
Qingchun
|
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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 Company’s 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.
|
||
|
||
|
||
--- page 13 ---
|
||
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 FT’s 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 Company’s 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 Company’s IPO and subscribes the Offer Shares through
|
||
placing order with HTFH during the International Offering.
|
||
|
||
|
||
--- page 16 ---
|
||
14
|
||
|
||
|
||
To the best of HTCI’s 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 GFGC’s
|
||
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.
|