geometrybase
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.
600 lines
24 KiB
Plaintext
600 lines
24 KiB
Plaintext
--- page 1 ---
|
||
1
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong 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 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.
|
||
No stabilizing manager will be appointed, and it is anticipated that no stabilization activities will be carried out in
|
||
relation to the Global Offering.
|
||
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
|
||
Tuesday, 25 November 2025 (the “Prospectus ”) issued by Lemo Services Co., Ltd (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.
|
||
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 – The 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
|
||
Wednesday, 3 December 2025).
|
||
|
||
|
||
--- page 2 ---
|
||
2
|
||
Lemo Services Co., Ltd
|
||
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
|
||
: 5,555,600 H Shares
|
||
Number of Hong Kong Offer Shares : 555,600 H Shares
|
||
Number of International Offer Shares : 5,000,000 H Shares
|
||
Final Offer Price : HK$40.0 per H Share plus brokerage
|
||
of 1.0%, SFC transaction levy of
|
||
0.0027% and Hong Kong Stock
|
||
Exchange trading fee of 0.00565% and
|
||
AFRC transaction levy of 0.00015%
|
||
Nominal value : RMB1.00 per H Share
|
||
Stock code : 2539
|
||
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
|
||
Joint Bookrunners and Joint Lead Managers
|
||
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
|
||
Joint Bookrunners and Joint Lead Managers
|
||
|
||
|
||
--- page 3 ---
|
||
3
|
||
LEMO SERVICES CO., LTD
|
||
ʮ̡
|
||
ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
|
||
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
|
||
meanings as those defined in the prospectus dated 25 November 2025 (the “Prospectus ”) issued
|
||
by Lemo Services Co., Ltd (ʮ̡ ) (the “Company ”).
|
||
Warning: In view of high concentration of shareholding in a small number of Shareholders,
|
||
Shareholders and prospective investors should be aware that the price of the 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 2539
|
||
Stock Short Name LEMO SERVICES
|
||
Dealings commencement date 3 December 2025*
|
||
* see note at the end of the announcement
|
||
Price Information
|
||
Final Offer Price HK$40.00
|
||
Offer Price Range HK$27.00 – HK$40.00
|
||
Offer Shares and Share Capital
|
||
Number of Offer Shares 5,555,600
|
||
Final Number of Offer Shares in Public Offer 555,600
|
||
Final Number of Offer Shares in International Offer 5,000,000
|
||
Number of issued Shares upon Listing 55,555,600
|
||
Proceeds
|
||
Gross proceeds (Note) HK$222.22 million
|
||
Less: Estimated listing expenses payable based on Final
|
||
Offer Price HK$(40.06) million
|
||
Net Proceeds HK$182.16 million
|
||
Note: Gross proceeds refer 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.
|
||
|
||
|
||
--- page 4 ---
|
||
4
|
||
ALLOTMENT RESULTS DETAILS
|
||
HONG KONG PUBLIC OFFER
|
||
No. of valid applications 173,139
|
||
No. of successful applications 5,556
|
||
Subscription level 7,324.29 times
|
||
Claw-back triggered N/A
|
||
No. of Offer Shares initially available under the Hong Kong
|
||
Public Offer 555,600
|
||
Final no. of Offer Shares under the Hong Kong Public Offer 555,600
|
||
% of Offer Shares under the Hong Kong Public Offer to the
|
||
Global Offering 10.00%
|
||
Note: For details of the final allocation of H Shares to the Hon Kong Public Offering, investors can refer to
|
||
www.hkeipo.hk/iporesult to perform a search by identification number or www.hkeipo.hk/iporesult for the full
|
||
list of allottees.
|
||
|
||
|
||
--- page 5 ---
|
||
5
|
||
INTERNATIONAL OFFER
|
||
No. of placees 131
|
||
Subscription Level 6.78 times
|
||
No. of Offer Shares initially available under the International
|
||
Offer 5,000,000
|
||
Final no. of Offer Shares under the International Offer 5,000,000
|
||
% of Offer Shares under the International Offer to the Global
|
||
Offering 90.00%
|
||
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the
|
||
Offer Shares subscribed by the placees and the public have been financed directly or indirectly
|
||
by the Company, any of the Directors, Supervisors, chief executive of the Company, Controlling
|
||
Shareholders, substantial Shareholders, existing Shareholders of the Company or any of its
|
||
subsidiaries or their respective close associates; and (ii) none of the placees and the public who
|
||
have purchased the Offer Shares are accustomed to taking instructions from the Company, any of
|
||
the Directors, Supervisors, chief executive of the Company, Controlling Shareholders, substantial
|
||
Shareholders, existing Shareholders of the Company or any of its subsidiaries or their respective
|
||
close associates in relation to the acquisition, disposal, voting or other disposition of H Shares
|
||
registered in his/her/its name or otherwise held by him/her/it.
|
||
|
||
|
||
--- page 6 ---
|
||
6
|
||
LOCK-UP UNDERTAKINGS
|
||
Controlling Shareholders
|
||
Name
|
||
Number
|
||
of Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
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
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 2
|
||
Xie Zhonghui () Note 1
|
||
( “Mr. Xie ”)
|
||
10,487,769 1,048,777 4.52% 18.88% 2 December 2026
|
||
Pingtan Zhangchuang Gongying
|
||
Future Investment Partnership
|
||
Enterprise (LLP) ( ̻ᆐ௴
|
||
ᙊ͊Ըҳ༟ΥྫΆุ (ࠢ
|
||
Υྫ)) Note 1 (“Zhangchuang
|
||
Gongying Platform ”)
|
||
3,663,791 1,831,896 7.89% 6.59% 2 December 2026
|
||
Pingtan Lemo Gongchuang
|
||
Investment Partnership
|
||
Enterprise (LLP) ( ̻ᆐᆀᅙ
|
||
௴ҳ༟ΥྫΆุ (Υ
|
||
ྫ)) Note 1 (“Lemo Gongchuang
|
||
Platform ”)
|
||
1,897,910 948,955 4.09% 3.42% 2 December 2026
|
||
Pingtan Lemo Gongying
|
||
Investment Partnership
|
||
Enterprise (LLP) ̻ᆐᆀᅙᙊ
|
||
ҳ༟ΥྫΆุ (Υྫ ) Note 1
|
||
(“Lemo Gongying Platform ”)
|
||
1,153,620 576,810 2.48% 2.08% 2 December 2026
|
||
Subtotal 17,203,090 4,406,438 18.97% 30.97%
|
||
Notes:
|
||
1. As of the date of this announcement, Mr. Xie was able to exercise 34.4% of the voting rights in the Company through (i) 21.0% Shares directly held by
|
||
him; (ii) an aggregate of 13.4% Shares held by Zhangchuang Gongying Platform, Lemo Gongchuang Platform and Lemo Gongying Platform by virtue of
|
||
his capacity as their respective general partner. Zhangchuang Gongying Platform, Lemo Gongchuang Platform and Lemo Gongying Platform are incentive
|
||
platforms of the Group.
|
||
2. According to the PRC Company Law, all existing Shareholders (including Controlling Shareholders) are subject to a lock-up period of 12 months following
|
||
the Listing Date.
|
||
|
||
|
||
--- page 7 ---
|
||
7
|
||
Pre-IPO Investors (as defined in the “History and Corporate Structure ” section of the
|
||
Prospectus)
|
||
Name
|
||
Number of
|
||
Shares held in
|
||
the Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
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
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note
|
||
Pan Jianzhong (׀ܔ2,709,424 2,167,539 9.33% 4.88% 2 December 2026
|
||
Li Bin ( ҽⅳ) 2,533,809 2,027,047 8.73% 4.56% 2 December 2026
|
||
Ma’anshan Cornerstone
|
||
Yixiang Equity Investment
|
||
Partnership Enterprise (LLP)
|
||
(ᛆҳ༟Υ
|
||
ྫΆุ(Υྫ ))
|
||
1,304,123 1,304,123 5.61% 2.35% 2 December 2026
|
||
Shanghai Qimai Consulting
|
||
Management Partnership
|
||
Enterprise (LLP) (এ
|
||
ፔ༔၍ଣΥྫΆุ (Υ
|
||
ྫ))
|
||
1,030,000 1,030,000 4.43% 1.85% 2 December 2026
|
||
Wang Zhenghua ( ˮ͍ശ) 500,000 500,000 2.15% 0.90% 2 December 2026
|
||
Dai Chusheng (͛) 400,000 400,000 1.72% 0.72% 2 December 2026
|
||
Fang Xin ( ˙ː) 400,000 400,000 1.72% 0.72% 2 December 2026
|
||
Chen Guohai ( ऎ) 400,000 400,000 1.72% 0.72% 2 December 2026
|
||
Subtotal 9,277,356 8,228,709 35.43% 16.70%
|
||
Note: The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law. According to the PRC Company Law, all existing
|
||
Shareholders (including the Pre-IPO Investors) are subject to a lock-up period of 12 months following the Listing Date.
|
||
|
||
|
||
--- page 8 ---
|
||
8
|
||
Other existing Shareholders (other than the Controlling Shareholders and Pre-IPO Investors)
|
||
Name
|
||
Number
|
||
of Shares
|
||
held in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
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
|
||
% of
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon Listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note
|
||
Han Daohu (ډ9,762,254 976,225 4.20% 17.57% 2 December 2026
|
||
Wu Jinghua ( ю౻ശ) 7,582,439 758,244 3.26% 13.65% 2 December 2026
|
||
Li Jianzheng ( ҽ͍) 4,472,196 3,130,537 13.48% 8.05% 2 December 2026
|
||
Feng Baocai (ᘒৌ) 1,702,665 170,267 0.73% 3.06% 2 December 2026
|
||
Subtotal 23,519,554 5,035,273 21.67% 42.33%
|
||
Note: The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law. According to the PRC Company
|
||
Law, all existing Shareholders are subject to a lock-up period of 12 months following the Listing Date.
|
||
|
||
|
||
--- page 9 ---
|
||
9
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 1,060,000 21.20% 19.08% 1,060,000 1.91%
|
||
Top 5 2,993,000 59.86% 53.87% 2,993,000 5.39%
|
||
Top 10 4,398,000 87.96% 79.16% 4,398,000 7.92%
|
||
Top 25 4,922,200 98.44% 88.60% 4,922,200 8.86%
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued H
|
||
Shares
|
||
capital upon
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Top 1 0 0.00% 0.00% 4,406,438 18.97% 17,203,090
|
||
Top 5 0 0.00% 0.00% 13,035,684 56.13% 28,222,642
|
||
Top 10 1,723,000 34.46% 31.01% 17,523,153 75.45% 48,320,335
|
||
Top 25 4,803,000 96.06% 86.45% 22,473,420 96.76% 54,803,000
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment as
|
||
% of
|
||
International
|
||
Offering
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
Number of H
|
||
Shares held
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 0 0.00% 0.00% 4,406,438 17,203,090 30.97%
|
||
Top 5 0 0.00% 0.00% 11,438,983 41,729,403 75.11%
|
||
Top 10 1,060,000 21.20% 19.08% 17,030,420 49,360,000 88.85%
|
||
Top 25 4,803,000 96.06% 86.45% 22,473,420 54,803,000 98.65%
|
||
Notes
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 173,139 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below:
|
||
Pool A Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number of
|
||
valid
|
||
applications Basis of allocation/ballot
|
||
100 49,112 393 out of 49,112 applicants to receive 100 H Shares 0.80%
|
||
200 36,589 361 out of 36,589 applicants to receive 100 H Shares 0.49%
|
||
300 5,709 64 out of 5,709 applicants to receive 100 H Shares 0.37%
|
||
400 4,722 58 out of 4,722 applicants to receive 100 H Shares 0.31%
|
||
500 4,542 59 out of 4,542 applicants to receive 100 H Shares 0.26%
|
||
600 2,124 30 out of 2,124 applicants to receive 100 H Shares 0.24%
|
||
700 1,729 25 out of 1,729 applicants to receive 100 H Shares 0.21%
|
||
800 1,607 24 out of 1,607 applicants to receive 100 H Shares 0.19%
|
||
900 1,167 19 out of 1,167 applicants to receive 100 H Shares 0.18%
|
||
1,000 10,131 162 out of 10,131 applicants to receive 100 H Shares 0.16%
|
||
1,500 3,268 59 out of 3,268 applicants to receive 100 H Shares 0.12%
|
||
2,000 3,044 60 out of 3,044 applicants to receive 100 H Shares 0.10%
|
||
2,500 2,207 47 out of 2,207 applicants to receive 100 H Shares 0.09%
|
||
3,000 1,497 34 out of 1,497 applicants to receive 100 H Shares 0.08%
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Pool A Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number of
|
||
valid
|
||
applications Basis of allocation/ballot
|
||
3,500 972 23 out of 972 applicants to receive 100 H Shares 0.07%
|
||
4,000 970 24 out of 970 applicants to receive 100 H Shares 0.06%
|
||
4,500 726 19 out of 726 applicants to receive 100 H Shares 0.06%
|
||
5,000 1,901 50 out of 1,901 applicants to receive 100 H Shares 0.05%
|
||
6,000 1,072 30 out of 1,072 applicants to receive 100 H Shares 0.05%
|
||
7,000 939 27 out of 939 applicants to receive 100 H Shares 0.04%
|
||
8,000 917 28 out of 917 applicants to receive 100 H Shares 0.04%
|
||
9,000 716 23 out of 716 applicants to receive 100 H Shares 0.04%
|
||
10,000 5,354 170 out of 5,354 applicants to receive 100 H Shares 0.03%
|
||
20,000 3,883 152 out of 3,883 applicants to receive 100 H Shares 0.02%
|
||
30,000 2,894 128 out of 2,894 applicants to receive 100 H Shares 0.01%
|
||
40,000 1,954 94 out of 1,954 applicants to receive 100 H Shares 0.01%
|
||
50,000 1,754 91 out of 1,754 applicants to receive 100 H Shares 0.01%
|
||
60,000 1,236 68 out of 1,236 applicants to receive 100 H Shares 0.01%
|
||
70,000 1,187 68 out of 1,187 applicants to receive 100 H Shares 0.01%
|
||
80,000 1,056 63 out of 1,056 applicants to receive 100 H Shares 0.01%
|
||
90,000 772 48 out of 772 applicants to receive 100 H Shares 0.01%
|
||
100,000 1,540 98 out of 1,540 applicants to receive 100 H Shares 0.01%
|
||
120,000 2,667 179 out of 2,667 applicants to receive 100 H Shares 0.01%
|
||
Total 159,958 Total number of Pool A successful applicants: 2,778
|
||
Pool B Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied for
|
||
Number of
|
||
H Share
|
||
applied for
|
||
Number of
|
||
valid
|
||
applications Basis of allocation/ballot
|
||
140,000 4,062 569 out of 4,062 applicants to receive 100 H Shares 0.01%
|
||
160,000 1,087 174 out of 1,087 applicants to receive 100 H Shares 0.01%
|
||
180,000 728 131 out of 728 applicants to receive 100 H Shares 0.01%
|
||
200,000 648 129 out of 648 applicants to receive 100 H Shares 0.01%
|
||
220,000 448 98 out of 448 applicants to receive 100 H Shares 0.01%
|
||
240,000 715 170 out of 715 applicants to receive 100 H Shares 0.01%
|
||
277,800 5,493 1,507 out of 5,493 applicants to receive 100 H Shares 0.01%
|
||
Total 13,181 Total number of Pool B successful applicants: 2,778
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company ’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or
|
||
indirectly, provided by the Company, its Controlling Shareholders, Directors, Supervisors or
|
||
syndicate members to any placees or the public (as the case may be) and the consideration payable
|
||
by them for each Share of the Company subscribed for or purchased by them is the same as the
|
||
final Offer Price determined by agreement among the Company and the Overall Coordinators (for
|
||
themselves and on behalf of the Underwriters) in addition to any brokerage, AFRC transaction
|
||
levy, SFC transaction levy and trading fee payable.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||
Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this
|
||
announcement, make no representation as to its accuracy or completeness and expressly disclaim
|
||
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or
|
||
any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or into
|
||
the United States (including its territories and possessions, any state of the United States and
|
||
the District of Columbia). This announcement does not constitute or form a part of any offer or
|
||
solicitation to purchase or subscribe for securities in the United States. The securities mentioned
|
||
herein have not been, and will not be, registered under the United States Securities Act of 1933,
|
||
as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the United
|
||
States except pursuant to an exemption from the registration requirements of the U.S. Securities
|
||
Act and in compliance with any applicable state securities laws, or outside the United States
|
||
unless in compliance with Regulation S under the U.S. Securities Act. There will be no public
|
||
offer of securities in the United States.
|
||
The Offer Shares are being offered and sold outside the United States in offshore transactions in
|
||
reliance on Regulation S under the U.S. Securities Act.
|
||
This announcement is for information purposes only and does not constitute an invitation or
|
||
offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus.
|
||
Potential investors should read the Prospectus dated 25 November 2025 issued by Lemo Services
|
||
Co., Ltd (ʮ̡ ) for detailed information about the Global Offering
|
||
described below before deciding whether or not to invest in the H Shares thereby being offered.
|
||
*Potential investors of the Offer Shares should note that the 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 { The 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 Wednesday, 3 December 2025).
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
The Company has applied for H-share full circulation and the CSRC issued notice of filing on
|
||
23 September 2025 for the conversion of the 17,670,420 Unlisted Shares into H Shares upon the
|
||
Listing.
|
||
In addition, upon completion of the Global Offering and conversion of Unlisted Shares into
|
||
H Shares, (i) 4,406,438 H Shares held by the Controlling Shareholders, namely Mr. Xie,
|
||
Zhangchuang Gongying Platform, Lemo Gongchuang Platform and Lemo Gongying Platform, (ii)
|
||
976,225 H Shares held by Mr. Han Daohu and 758,244 H Shares held by Mr. Wu Jinghua, each a
|
||
substantial shareholder of the Company; and (iii) 170,267 H Shares held by Mr. Feng Baocai, an
|
||
executive Director, who are core connected persons of the Company, would not be counted towards
|
||
the public float. As a result of the foregoing, immediately upon the completion of the Global
|
||
Offering and conversion of Unlisted Shares into H Shares, an aggregate of 16,914,846 H Shares
|
||
representing approximately 30.4% of the total issued Shares will be counted towards the public
|
||
float, which is higher than the prescribed percentage of H Shares required to be held in public
|
||
hands of 25% under Rule 19A.13A(1) of the Listing Rules calculated based on the final Offer Price
|
||
of HK$40.00 per H Share, thereby satisfying Rule 19A.13A(1) of the Listing Rules.
|
||
To the best knowledge of the Directors, the 5,555,600 H Shares to be issued pursuant to the Global
|
||
Offering are expected to be held by the public and will not be subject to any disposal restrictions
|
||
(whether under contract, the Listing Rules, applicable laws or otherwise). Based on the final Offer
|
||
Price of HK$40.00 per H Share, the Company will satisfy the free float requirements under Rule
|
||
19A.13C of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering, (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.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday, 3
|
||
December 2025 (Hong Kong time), provided that the Global Offering has become unconditional
|
||
and the right of termination described in the section headed “Underwriting ” 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. in Hong Kong on
|
||
Wednesday, 3 December 2025, it is expected that dealings in the H Shares on the Stock Exchange
|
||
will commence at 9:00 a.m. on Wednesday, 3 December 2025. The H Shares will be traded in
|
||
board lots of 100 H Shares each and the stock code of the H Shares will be 2539.
|
||
By order of the Board
|
||
Lemo Services Co., Ltd
|
||
Han Daohu
|
||
Chairman and Non-executive Director
|
||
Hong Kong, 2 December 2025
|
||
As at the date of this announcement, the Board comprises: (i) Mr. Xie Zhonghui, Mr. Feng
|
||
Baocai and Mr. Chen Xing as executive directors; (ii) Mr. Han Daohu and Mr. Wu Jinghua as
|
||
non-executive directors and (iii) Mr. Lei Zhigang, Ms. Dong Hui and Mr. Suek Ka Lun Ernie as
|
||
independent non-executive directors.
|