dc09888c49
Request: - Run the scheduled hk-ipo-analyst refresh as of 2026-06-22T15:47:32Z. - Refresh the IPO candidate universe and network facts through the archivist before analysis. - Rebuild the analysis dataset and publish the latest broad candidate report in Simplified Chinese. Changes: - Archived the HKEX current new-listing page, new official allotment-result PDFs for 06067 and 06132, extracted text, a fresh VBKR/Jieli T0.95 market-heat snapshot, ipohk external history, and recent Yahoo price-performance responses. - Updated structured SQLite facts and CSV snapshots, including official T1 demand for 06067 and 06132 while keeping live subscription heat in ipo_market_heat. - Rebuilt data/snapshots/analysis_model_v0_dataset.csv after the archive refresh. - Rewrote reports/2026-06-22_latest_ipo_candidates_analysis.md and mirrored the same content to reports/README.md. Verification: - Ran archive_hkex_current_new_listings.py, archive_hkex_documents.py, backfill_t1_demand_from_text.py, archive_t0_5_market_heat.py, archive_price_performance.py, archive_ipohk_history.py, and build_analysis_dataset.py with as-of 2026-06-22T15:47:32Z. - Confirmed reports/README.md matches the dated report with cmp. - Ran git diff --check and git diff --cached --check. - Checked source_refs paths are repo-relative and existing. - Checked the latest 13 T0.95 live heat rows remain separate from official T1 demand rows. Next useful context: - 06067 and 06132 now have official T1 demand in the archive; 06106 and 02335 remain T1 data_gap names as of this run. - The 15:47Z VBKR/Jieli live heat values matched the earlier 13:57Z values for active candidates. - Price refresh still has provider gaps for some historical tickers, including internal D1 price data for 00901.
1242 lines
56 KiB
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1242 lines
56 KiB
Plaintext
--- page 1 ---
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Hong Kong Exchanges and Clearing Limite d, The Stock Exchange of Hong Kong Limited
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(the “Stock Exchange ”) and Hong Kong Securities Clearing Company Limited
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(“HKSCC ”) take no responsibility for the contents of this announcement, make no
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representation as to its accuracy or complet eness 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
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the contents of this announcement.
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Unless otherwise defined herein, capitaliz ed terms used in this announcement shall have the
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same meanings as those defined in the prospectus dated 12 June 2026 (the “ Prospectus ”)
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issued by Shenzhen Senior Technology Material Co., Ltd. ( 深圳市星源材質科技股份有限
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公司)( t h e“ Company ”).
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This announcement is for information purposes only and does not constitute an offer or an
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invitation to induce an offer by any person t o acquire, purchase or subscribe for any
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securities of the Company. This announcement i s not a prospectus. Potential investors
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should read the Prospectus for detailed i nformation about the Company and the Global
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Offering described below before deciding whether or not to invest in the Offer Shares. Any
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investment decision in relation to the Offer S hares should be taken solely in reliance on the
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information provided in the Prospectus.
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This announcement is not for relea se, publication, distribution, directly or indirectly, in or
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into the United States (including its territo ries and possessions, any state of the United
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States and the District of Columbia). This announcement does not, and is not intended to,
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constitute or form a part of any offer to sell o r solicitation to purchase or subscribe for any
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securities in the United States or in any other j urisdiction. The Offer Shares have not been,
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and will not be, registered under the United S tates Securities Act of 1933, as amended from
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time to time (the “ U.S. Securities Act ”) or securities law of any state or other jurisdiction
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of the United States and may not be offered, so ld, pledged or otherwise transferred within
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the United States, except pursuant to an avail able exemption from, or in a transaction not
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subject to, the registration requirements of t he U.S. Securities Act and in compliance with
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any applicable state securities laws. The O ffer Shares are being offered and sold solely
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outside the United States in offshore transac tions in reliance on Regulation S under the U.S.
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Securities Act. There will be no public offer o f the Offer Shares in the United States.
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Potential investors of the Offer Shares should note that the Sole Sponsor and the
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Sponsor-OC (for itself and on behalf of the other Hong Kong Underwriters) shall be
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entitled to terminate their obligations under t he Hong Kong Underwriting Agreement with
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immediate effect upon the occurrence of any of the events set out in the paragraph headed
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“Underwriting — Underwriting Arrangeme nts and Expenses — Hong Kong Public Offering
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— Hong Kong Underwriting Agreement — Grounds for Termination” in the Prospectus at
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any time prior to 8 : 00 a.m. (Hong Kong time) on the Listing Date (which is currently
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expected to be on Tue sday, 23 June 2026).
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–1–
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--- page 2 ---
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Shenzhen Senior Technology Material Co., Ltd.
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深 圳 市 星 源 材 質 科 技 股 份 有 限 公 司
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(A joint stock company incorporated in the Peopl e’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under the
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Global Offering
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: 149,523,500 H Shares
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Number of Hong Kong Offer Shares : 14,952,500 H Shares
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Number of International Offer Shares : 134,571,000 H Shares
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Final Offer Price : HK$8.98 per Offer Share, plus brokerage
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of 1.0%, SFC transaction levy of
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0.0027%, Stock Exchange trading fee of
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0.00565%, and AFRC transaction levy of
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0.00015%
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Nominal Value : RMB1.00 per Share
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Stock Code : 6067
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Sole Sponsor, Sponsor-Overall Coordi nator, Joint Global Coordinator,
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Joint Bookrunner and Joint Lead Manager
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Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinators, Join t Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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–2–
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--- page 3 ---
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SHENZHEN SENIOR TECHNOLOGY MATERIAL CO., LTD.
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深圳市星源材質科技股份有限公司
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalise d terms used in this announcement shall have the
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same meanings as those defined in the Prospectus issued by the Company.
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SUMMARY
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Company information
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Stock code 6067
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Stock short name SENIOR MATERIAL
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Dealings commencement date 23 June 2026*
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* see note at the end of the announcement
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Price Information
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Final Offer Price HK$8.98
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Maximum Offer Price HK$8.98
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Offer Shares and Share Capital
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Number of Offer Shares 149,523,500 H Shares
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Final Number of Offer Shares in Hong Kong Public
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Offering
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14,952,500 H Shares
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Final Number of Offer Shares in International
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Offering
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134,571,000 H Shares
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Number of issued shares upon Listing 1,495,234,139
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Proceeds
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Gross proceeds (Note) HK$1,342.7 million
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Less: Estimated listing expenses payable based on
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Final Offer Price
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HK$61.7 million
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Net proceeds HK$1,281.0 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds” in the Prospectus.
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–3–
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--- page 4 ---
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 209,580
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No. of successful applications 22,263
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Subscription level 1,563.16 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong
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Public Offering
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14,952,500
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No. of Offer Shares reallocated f rom the International Offering 0
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Final no. of Offer Shares under t he Hong Kong Public Offering 14,952,500
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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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10%
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Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to
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www.eipo.com.hk/eIPOAllotment to perfo r mas e a r c hb yi d e n t i f i c a t i o nn u m b e ro r
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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 104
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Subscription Level 14.34 times
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No. of Offer Shares initially a vailable under the International
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Offering
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134,571,000
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No. of Offer Shares reallocated to the Hong Kong Public Offering 0
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Final no. of Offer Shares under the International Offering 134,571,000
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% of Offer Shares under the Inter national Offering to the Global
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Offering
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90%
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The Directors confirm that, to the best of thei r knowledge, information and belief, save for
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(a) a waiver from strict compliance with Rul e 10.04 of the Listing Rules and a consent
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under paragraph 1C(2) of Appendix F1 to the Listing Rules (the “ Placing Guidelines ”)
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granted by the Stock Exchange to permit H Shares in the International Offering to be
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placed to certain Permitted Existing Share holders, (b) a consent under paragraph 18 of
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Chapter 4.15 of the Guide for New Listing Ap plicants to permit the Company to, among
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other things, allocate further H Shares in the International Offering to certain minority
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existing shareholders and/or their close associates and cert ain Cornerstone Investors and
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their close associates as disclosed in this announcement, and (c) a consent under paragraph
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1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide to New Listing Applicants
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(the “ Guide ”) granted by the Stock Exchange to pe rmit H Shares in the International
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Offering to be placed to certain connected cl ients as disclosed in this announcement, (i)
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none of the Offer Shares subscribed by the p lacees and the public have been financed
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directly or indirectly by the Company, any of th e Directors, chief executive of the Company,
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substantial shareholde rs, existing shareholders of the Com pany or any of its subsidiaries or
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–4–
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--- page 5 ---
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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 instructions from the Company, any of
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the Directors, chief executive of the Comp any, substantial shareholders, existing
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shareholders of the Company or any of its subsidia ries or their respective close associates
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in relation to the acquisition, disposal, votin g or other disposition of H Shares registered in
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his/her/its name or otherwise held by him/her/it.
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The placees in the Internationa l Offer include the following:
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Cornerstone Investors (Note 1)
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Name
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No. of Offer
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Shares
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allocated
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%o fO f f e r
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Shares
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%o ft o t a l
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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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% of total
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issued Shares
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after the
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Global
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Offering
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(Note 3)
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Existing
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shareholders
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or their close
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associates
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Fullgoal Fund
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Management Co., Ltd.
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(“Fullgoal ”)
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6,720,500 4.49% 4.49% 0.45% Yes
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GF Fund Management
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Co., Ltd. and GF
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International Investment
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Management Limited
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(together, “ GF Fund ”)
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(Note 2)
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5,673,000 3.79% 3.79% 0.38% Yes
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TAIKANG LIFE
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INSURANCE CO., LTD
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(“Taikang Life ”)
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(Note 2)
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5,673,000 3.79% 3.79% 0.38% Yes
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HARVEST
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INTERNATIONAL
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PREMIUM VALUE
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(SECONDARY
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MARKET) FUND SPC
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acting on behalf of and
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for HARVEST
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SYNERGY SP (“ Harvest
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Synergy ”) (Note 2)
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4,922,500 3.29% 3.29% 0.33% No
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SPRINGS CAPITAL
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(HONG KONG)
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LIMITED (“ Springs
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Capital ”)
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5,567,500 3.72% 3.72% 0.37% No
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–5–
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--- page 6 ---
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Name
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No. of Offer
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Shares
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allocated
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%o fO f f e r
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Shares
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%o ft o t a l
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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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% of total
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issued Shares
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after the
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Global
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Offering
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(Note 3)
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Existing
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shareholders
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or their close
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associates
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Gaoteng Enterprise
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Management Co., Ltd.
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(“Gaoteng Enterprise
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Management ”) and
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CICC FINANCIAL
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TRADING LIMITED
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(“CICC FT ”) (in
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connection with OTC
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Swaps) (Notes 2 and 4)
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2,618,000 1.75% 1.75% 0.18% No
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Sunwoda Treasury
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(Hong Kong) Limited
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(“Sunwoda Treasury ”)
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2,560,000 1.71% 1.71% 0.17% No
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JINKOSOLAR
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INVESTMENT
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LIMITED (“ Jinkosolar ”)
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4,454,000 2.98% 2.98% 0.30% No
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Mondeomax Limited
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(“Mondeomax ”)
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11,024,500 7.37% 7.37% 0.74% No
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Bona Star Consultant
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Limited (“ Bona Star ”)
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(Note 2)
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8,351,500 5.59% 5.59% 0.56% No
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SINSANWA
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HOLDINGS (H.K.)
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CO., LIMITED
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(“Sinsanwa ”)
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5,567,500 3.72% 3.72% 0.37% No
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SHEEN NATION
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HOLDINGS LIMITED
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(“Sheen Nation ”)
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2,618,000 1.75% 1.75% 0.18% No
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Chen Feng 1,745,500 1.17% 1.17% 0.12% No
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Total 67,495,500 45.14% 45.14% 4.51%
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Notes:
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1. For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone
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Investors” in the Prospectus.
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–6–
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--- page 7 ---
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2. In addition to the Offer Shares subscribed for as Cornerstone Investors, GF Fund, Taikang Life,
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Harvest Synergy, Bona Star, Gaoteng Enterpr ise Management, Fullgoal, Chen Feng and Sheen
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Nation and/or their respective close associates, whe re applicable, were allocated further Offer Shares
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as placees in the International Offering. Please ref er to the section headed “Allotment Results Details
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— International Offering — Allotees with waivers/consents obtained” in this announcement for
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details. Only the Offer Shares subscribed for as Cornerstone Investors are subject to lock-up as
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indicated below. For details, please refer to the section headed “Lock-up Undertakings —
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Cornerstone Investors” in this announcement.
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3. Not taking into account any A Shares held by the re levant investors and including the 19,855,640 A
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Shares being held as treasury shares as at the date of this announcement.
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4. CICC FT will hold the Offer Shares on a non-discre tionary basis to hedge the OTC Swaps (as defined
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in the Prospectus), while the economic risks and re turns of the underlying Offer Shares are passed to
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the CICC FT Ultimate Client, i.e. Gaoteng Enterp rise Management. Gortune Investment Co., Ltd.
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(廣東民營投資股份有限公司)( “ Gortune Investment ”) is the controlling shareholder of Gaoteng
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Enterprise Management, holding 99.94% of its i ssued shares. To the best of CICC FT’s knowledge
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having made all reasonable inquiries, the CICC FT Ultimate Client is an independent third party of
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CICC FT, CICCHKS and the companies which are members of the same group of CICCHKS, and
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there is no single shareholder who holds more 30% or more interests in Gortune Investment. For
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details, please refer to the section headed “ Cornerstone Investors” of the Prospectus.
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Allotees with waivers/consents obtained
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Name
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No. of Offer
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Shares allocated
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% of Offer
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Shares
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% of total
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issued H Shares
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after the Global
|
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Offering
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% of total
|
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issued Shares
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after the Global
|
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Offering (Note
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4) Relationship
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Allotees with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of the
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Placing Guidelines in relation to subscription for H Shares by Permitted Existing Shareholders holding more than 1% of the
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issued share capital of the Company immediately prior to the c ompletion of the Global Offering and/or their close associates
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(Note 1)
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Fullgoal 7,349,000 4.91% 4.91% 0.49% Fullgoal also manages
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other fund products,
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each holding less than
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1% of the issued share
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capital but in aggregate
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holding more than 1%
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of the issued share
|
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capital of the Company
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Fullgoal Asset
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Management (HK)
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Limited
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206,500 0.14% 0.14% 0.01% Fullgoal Asset
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Management (HK)
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Limited is
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wholly-owned by
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Fullgoal
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–7–
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--- page 8 ---
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Name
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No. of Offer
|
||
Shares allocated
|
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% of Offer
|
||
Shares
|
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% of total
|
||
issued H Shares
|
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after the Global
|
||
Offering
|
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% of total
|
||
issued Shares
|
||
after the Global
|
||
Offering (Note
|
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4) Relationship
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Allotees with consent under paragraph 18 of Chapter 4.15 of the G uide for New Listing Applicants i n relation to allocations of
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further H Shares to existing shareholders and Corn erstone Investors and/or their close associates (Note 2)
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GF Fund 1,112,000 0.74% 0.74% 0.07% Cornerstone Investor
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Taikang Life 724,000 0.48% 0.48% 0.05% Cornerstone Investor
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Harvest Global
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Capital Investments
|
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Limited
|
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1,782,000 1.19% 1.19% 0.12% The fund manager of a
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Cornerstone Investor,
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namely Harvest Synergy
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SP
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Bona Star 4,409,000 2.95% 2.95% 0.29% Cornerstone Investor
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SEA2SEA
|
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International Pte Ltd
|
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3,087,000 2.06% 2.06% 0.21% Wholly-owned by the
|
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spouse of the sole
|
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shareholder of, and
|
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thus a close associate
|
||
of, a Cornerstone
|
||
Investor, namely Bona
|
||
Star
|
||
Yuemintou New
|
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Opportunity No. 1
|
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Private Securities
|
||
Investment Fund and
|
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SHENWAN
|
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HONGYUAN
|
||
(INTERNATIONAL)
|
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HOLDINGS
|
||
LIMITED (in
|
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connection with OTC
|
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Swaps)
|
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110,000 0.07% 0.07% 0.01% A fund managed by
|
||
Yuemin Investment
|
||
Private Securities Fund
|
||
Management
|
||
(Shenzhen) Company
|
||
Limited (“ Yuemin
|
||
Investment ”). Yuemin
|
||
Investment is the GP
|
||
Of Yuemintou Private
|
||
Securities Management
|
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Co., Ltd, which shares
|
||
the same controlling
|
||
shareholder as a
|
||
Cornerstone Investor,
|
||
namely Gaoteng
|
||
Enterprise Management
|
||
Fullgoal 628,500 0.42% 0.42% 0.04% Cornerstone Investor
|
||
Fullgoal Asset
|
||
Management (HK)
|
||
Limited
|
||
206,500 0.14% 0.14% 0.01% Wholly-owned by a
|
||
Cornerstone Investor,
|
||
namely Fullgoal
|
||
Chen Feng 20,000 0.01% 0.01% 0.00% Cornerstone Investor
|
||
ICBCUBSI 2,000 0.00% 0.00% 0.00% ICBCUBSI shares the
|
||
same ultimate beneficial
|
||
owner as a cornerstone
|
||
investor, namely Sheen
|
||
Nation
|
||
–8–
|
||
|
||
|
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--- page 9 ---
|
||
Name
|
||
No. of Offer
|
||
Shares allocated
|
||
% of Offer
|
||
Shares
|
||
% of total
|
||
issued H Shares
|
||
after the Global
|
||
Offering
|
||
% of total
|
||
issued Shares
|
||
after the Global
|
||
Offering (Note
|
||
4) Relationship
|
||
Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide in relation to
|
||
allocations to connected clients (Note 3)
|
||
CICC FT
|
||
(in connection with
|
||
the OTC Swaps)
|
||
(Note 5)
|
||
25,500 0.02% 0.02% 0.00% CICC FT is a member
|
||
of the same group as
|
||
China International
|
||
Capital Corporation
|
||
Hong Kong Securities
|
||
Limited (“ CICCHKS ”)
|
||
CICC FT (in
|
||
connection the OTC
|
||
swaps) (Note 12)
|
||
2,618,000 1.75% 1.75% 0.18% CICC FT is a member
|
||
of the same group as
|
||
China International
|
||
Capital Corporation
|
||
Hong Kong Securities
|
||
Limited
|
||
Huatai Capital
|
||
Investment Limited
|
||
(“HTCI”) (Note 6)
|
||
11,024,000 7.37% 7.37% 0.74% Huatai Capital
|
||
Investment Limited is a
|
||
member of the same
|
||
group as Huatai
|
||
Financial Holdings
|
||
(Hong Kong) Limited
|
||
(“HTFH ”)
|
||
China Asset
|
||
Management (Hong
|
||
Kong) Limited
|
||
(“China AMC HK ”)
|
||
(Note 7)
|
||
25,500 0.02% 0.02% 0.00% China Asset
|
||
Management (Hong
|
||
Kong) Limited is a
|
||
member of the same
|
||
group as CITIC
|
||
Securities Brokerage
|
||
(HK) Limited (a
|
||
distributor of the
|
||
Global Offering)
|
||
(“CSB ”)
|
||
ICBC UBS Asset
|
||
Management Co.,
|
||
(International) Ltd.
|
||
(“ICBCUBSI ”)
|
||
(Note 8)
|
||
2,000 0.00% 0.00% 0.00% ICBC UBS Asset
|
||
Management Co.,
|
||
(International) Ltd. is a
|
||
member of the same
|
||
group as ICBC
|
||
International Securities
|
||
Limited (“ ICBCI ”)
|
||
–9–
|
||
|
||
|
||
--- page 10 ---
|
||
Name
|
||
No. of Offer
|
||
Shares allocated
|
||
% of Offer
|
||
Shares
|
||
% of total
|
||
issued H Shares
|
||
after the Global
|
||
Offering
|
||
% of total
|
||
issued Shares
|
||
after the Global
|
||
Offering (Note
|
||
4) Relationship
|
||
ICBC International
|
||
Fund Management
|
||
Limited (“ ICBC
|
||
International ”)
|
||
(Note 9)
|
||
2,000 0.00% 0.00% 0.00% ICBC International
|
||
Fund Management is a
|
||
member of the same
|
||
group as ICBC
|
||
International Securities
|
||
Limited
|
||
AEGON-Industrial
|
||
Fund Management
|
||
Co., Ltd.
|
||
(“AEGON ”)
|
||
(Note 10)
|
||
9,000 0.01% 0.01% 0.00% China Industrial
|
||
Securities International
|
||
Capital Limited
|
||
(“CISI ”) (a distributor
|
||
of the Global Offering)
|
||
is the controlling
|
||
shareholder of
|
||
AEGON-Industrial
|
||
Fund Management Co.,
|
||
Ltd.
|
||
Red South OFC-Red
|
||
South Mining
|
||
Technology Fund
|
||
(“Red South ”)
|
||
(Note 11)
|
||
4,652,000 3.11% 3.11% 0.31% VHS is wholly-owned
|
||
by Vast Harbour
|
||
Financial International
|
||
Holding Limited, which
|
||
holds 25% interest in
|
||
Red South
|
||
Notes:
|
||
1. Among the Cornerstone Investors, GF Fund, GF International, Fullgoal and Taikang Life are
|
||
Permitted Existing Shareholder s. The Stock Exchange has granted a waiver from strict compliance
|
||
with the requirements under Rule 10.04 of the Listing Rules and consent under Paragraph 1C(2) of
|
||
the Placing Guidelines to permit H Shares in the International Offering to be placed to certain
|
||
Permitted Existing Shareholders. Please refer t o the section headed “Waivers — Allocation of H
|
||
Shares to Existing Minority Shareholders and Their Close Associates” of the Prospectus for details.
|
||
The Stock Exchange granted the waiver and consent on the condition that, among others, details of
|
||
the allocation to the Permitted Existing Shareho lders holding more than 1% of the issued share
|
||
capital of the Company and/or their close associ ates immediately prior to the completion of the
|
||
Global Offering will be disclosed in the Prospectus and/or allotment results announcement.
|
||
2. The number of Offer Shares allocated to the relevant in vestors listed in this subsection only represents
|
||
the number of Offer Shares allocated to the investo rs as placees in the International Offering. For
|
||
allocations of Offer Shares to the relevant invest ors as Cornerstone Investors, please refer to the
|
||
section headed “Allotment Results Details — International Offering — Cornerstone Investors” in this
|
||
announcement. For details of the consent under paragraph 18 of Chapter 4.15 of the Guide for New
|
||
Listing Applicants in relation to allocations of f urther H Shares to the existing Shareholders and
|
||
cornerstone investors and/or their close a ssociates, please refer to the section headed
|
||
“Others/Additional Information — Allocation of Offer Shares to existing Shareholders and
|
||
cornerstone investors and/or th eir close associates with a consent under paragraph 18 of Chapter
|
||
4.15 of the Guide for New Listing Applicants” in this announcement.
|
||
–1 0–
|
||
|
||
|
||
--- page 11 ---
|
||
3. For details of the consent under paragraphs 1C(1) of the Placing Guidelines in relation to allocations
|
||
to connected clients, please refer to the section hea ded “Others/Additional Information — Placing to
|
||
connected clients with prior consent under paragraph 1C(1) of the Placing Guidelines” in this
|
||
announcement.
|
||
4. Not taking into account any A Shares held by the relevant investors.
|
||
5. CICC FT will hold the Offer Shares on a non-discretionary basis for and on behalf the ultimate
|
||
clients (the “ CICC FT Ultimate Clients ”). CICC FT and CICCL will enter into a series of cross border
|
||
delta-one OTC swap transactions (collectively, the “ OTC Swaps ”) with each other and the CICC FT
|
||
Ultimate Clients, pursuant to which CICC FT will ho ld 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 c ustomary fees and commissions. The OTC Swaps
|
||
will be fully funded by the CICC FT Ultimate Clie nts. During the terms of the OTC Swaps, all
|
||
economic returns of the Offer Shares subscribe d 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 and CICCL will not take part in any economic return or bear any economic loss
|
||
in relation to the Offer Shares. The OTC Swaps a re linked to the Offer Shares and the CICC FT
|
||
Ultimate Clients may request to early terminate the OTC Swaps at their own discretions, upon which
|
||
CICC FT may dispose of the Offer Shares and settle the OTC Swaps in cash in accordance with the
|
||
terms and conditions of the OTC Swaps. Despite t hat CICC FT will hold the legal title of the Offer
|
||
Shares by itself, it will not exercise the voting righ ts attaching to the relevant Offer Shares during the
|
||
terms of the OTC Swaps according to its internal policy.
|
||
The CICC FT Ultimate Clients for purpose of this placee subscription include (i) Yuanlesheng
|
||
Qiangye Private Securities Investment Fund ( 源樂晟強業私募證券投資基金), whose fund manager is
|
||
Tibet Yuanlesheng Asset Management Company Ltd. (“ Tibet Longrising ”, 西藏源樂晟資產管理有限
|
||
公司) and ultimate beneficial owners holding 30% or more interest are Zeng Xiaojie and Hu Caiyang,
|
||
(ii) Yuanlesheng Qiangshu Privat e Securities Investment Fund ( 源樂晟強樹私募證券投資基金), whose
|
||
fund manager is Tibet Longrising and ultimate beneficial owner holding 30% or more interest is Zeng
|
||
Xiaojie, (iii) Yuanlesheng Qiangshi Pri vate Securities Investment Fund ( 源樂晟強勢私募證券投資基
|
||
金), whose fund manager is Tibet Longrising and ultimate beneficial owner holding 30% or more
|
||
interest is Zeng Xiaojie.
|
||
To the best knowledge of CICC FT after due enquir y, each of the CICC FT Ultimate Clients and their
|
||
ultimate beneficial owners are independent third parties of the Company, its subsidiaries, CICC FT,
|
||
CICCHKS and the companies which are members of the same group as CICC FT and CICCHKS.
|
||
6. PRC investors are currently not permitted under app licable 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 licen sed to undertake cross-bo rder derivatives trading
|
||
a c t i v i t i e s .I nc o n n e c t i o nw i t hs u c hp r o d u c t s ,t h elicensed domestic securities firms, through their
|
||
Hong Kong affiliates, may partici pate in Hong Kong IPOs either as pl acees or corners tone 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 licensed to
|
||
undertake cross-border derivatives trading activ ities. Huatai Securities has entered into an ISDA
|
||
agreement (the “ ISDA Agreement ”) with its indirectly wholly-owned subsidiary, HTCI, to set out the
|
||
principal terms of any future total return swap between Huatai Securities and HTCI.
|
||
–1 1–
|
||
|
||
|
||
--- page 12 ---
|
||
Pursuant to the ISDA Agreement, HTCI, which intends to participate as a placee to subscribe for the
|
||
Offer Shares under the International Offering (the “ Proposed Subscription ”), will hold the beneficial
|
||
interest of 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 ” )t ob ee n t e r e db yH T C Ii nc o n n e c t i o nw i t ha
|
||
total return swap order (the “ Client TRS ”) placed by and fully funded (i.e. with no financing provided
|
||
by HTCI) by an onshore investor (the “ Huatai Ultimate Client ”), by which HTCI will, subject to
|
||
customary fees and commissions, pass the full economic exposure of the Offer Shares ultimately to the
|
||
Huatai Ultimate Client. In effect, HTCI will hold the b eneficial interest of the Offer Shares on behalf
|
||
of the Huatai Ultimate Client. HTFH and HTCI are i ndirectly wholly-owned subsidiaries of Huatai
|
||
Securities.
|
||
Pursuant to the Cross-border Derivatives Trading Regime, the Huatai Ultimate Client 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 Client, through its investment m anager, will place the Client TRS with Huatai
|
||
Securities in connection with the Company’s IPO and Huatai Securities w ill place a Back-to-back
|
||
TRS order to HTCI on the terms of the ISDA Agreem ent. In order to hedge its exposure under the
|
||
Back-to-back TRS, HTCI intends to participate i n the Company’s IPO and subscribe to the Offer
|
||
Shares through placing an order with HTFH during the International Offering.
|
||
The Huatai Ultimate Client for purpose of the Propo sed Subscription is Wanli No. 3 Private Equity
|
||
Investment Fund ( 萬利3號私募證券投資基金). To the best of HTCI’s knowledge having made all
|
||
reasonable inquiries, the Huatai Ultimate Clie nt 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 H uatai Ultimate Client. Pursuant to the terms of
|
||
the contracts of the Back-to-back TRS and the Clie nt TRS, during the tenor of the Back-to-back TRS
|
||
and the Client TRS, subject to customary fees an d commissions, all economic returns of the Offer
|
||
Shares will be ultimately passed to the Huatai Ult imate Client through the Back-to-back TRS and the
|
||
Client TRS and all economic loss shall be ultimately borne by the Huatai Ultimate Client. HTCI will
|
||
not take any economic return or bear any eco nomic loss in relation to the Offer Shares.
|
||
Investment in the Back-to-back TRS and the Clie nt TRS is similar to the investment in a qualified
|
||
domestic institutional investor fund (“ QDII ”) in the way that the Huatai Ultimate Client 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 th e 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 Client would bear the exchange rate expo sure of the profit and loss on settlement date.
|
||
The Huatai Ultimate Client may, ending on the date which is six months from the Listing Date,
|
||
exercise an early termination right to terminate t he 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 at its own discretion. Upon the termin ation upon maturity or early termination of the
|
||
Client TRS by the Huatai Ultimate Client, HTCI will dispose the Offer Shares on the secondary
|
||
market and the Huatai Ultimate Client will receive a final settlement amount in cash in accordance
|
||
with the terms and conditions of the Back-to-back TRS and the Client 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 C lient intend to extend the investment period,
|
||
subject to further agreement between Huatai Secu rities and the Huatai Ultimate Client, the term of
|
||
the Client TRS could be extended by way of a new issu ance 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
|
||
–1 2–
|
||
|
||
|
||
--- page 13 ---
|
||
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 Huata i Ultimate Client, being an onshore client who
|
||
places a Client TRS order with Huatai Securities in connection with the IPO of the Company. 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-b ack 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, where HT CI will lend out its holding of underlying Offer
|
||
Shares in the form of stock borrowing loans consisten t with market practice to lower its finance costs,
|
||
provided that HTCI has the ability to call back the O ffer Shares on loan at any time in order to satisfy
|
||
its obligations under the Back-to-back TRS to ensu re the economic interests are ultimately passed to
|
||
the Huatai Ultimate Client.
|
||
To the best knowledge of HTCI after due enquir y, the Huatai Ultimate Client and its ultimate
|
||
beneficial owner(s) are independent third parties of the Company, its subsidiaries, HTCI, HTFH and
|
||
the companies which are members o f the same group as HTCI and HTFH.
|
||
7. China AMC HK will hold the Offer Shares in its capacity as the discretionary fund manager
|
||
managing assets on behalf of its underlying clients o r mandates, which are independent third parties.
|
||
To the best knowledge of China AMC HK after due enquiry, each of the underlying clients or
|
||
mandates of China AMC HK and their respective ultimate beneficial owner holding 30% or more
|
||
interest is an independent third party of China AMC HK and CSB, and the companies which are
|
||
members of the same group of companies as CSB.
|
||
8. ICBC UBS will hold the Offer Shares in its capacity as the discretionary fund manager managing the
|
||
funds on behalf of a discretionary account, who is an independent third party of ICBC UBS and
|
||
ICBCI, and the companies which are members of the same group of companies as ICBCI.
|
||
9. ICBC International will hold the Offer Shares in i ts capacity as the discretionary fund manager
|
||
managing the funds on behalf of a discretionary account, who is an independent third party of ICBC
|
||
International and ICBCI, and the companies which are members of the same group of companies as
|
||
ICBCI.
|
||
10. AEGON will hold the Offer Shares in its capacity as the discretionary fund manager managing assets
|
||
on behalf of its underlying clients or mandates, which are independent third parties. To the best
|
||
knowledge of AEGON after due enquiry, each of the underlying clients or mandates of AEGON and
|
||
their respective ultimate beneficial owners is an independent third party of AEGON and CISI, and
|
||
the companies which are members of the same group of companies as AEGON and CISI.
|
||
11. Red South will hold the Offer Shares in its capa city as the discretionary fund manager managing
|
||
assets on behalf of its underlying clients or mandates, which are independent third parties. To the best
|
||
knowledge of Red South after due enquiry, each of the underlying clients or mandates of Red South
|
||
and their respective ultimate beneficial owners is an independent third party of Red South and VHS,
|
||
and the companies which are members of the same group of companies as Red South and VHS.
|
||
12. CICC will hold the Offer Shares on non-discretio nary basis on behalf of the ultimate clients (the
|
||
“Gaoteng CICC FT Ultimate Client ”). CICC FT and CICCL will enter into a series of OTC Swaps
|
||
with each other and the Gaoteng CICC FT Ultimate C lient, 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 Gaoteng CICC FT Ultimate Client, subject to
|
||
customary fees and commissions. The OTC Swaps will be fully funded by the Gaoteng CICC FT
|
||
Ultimate Client. During the terms of the OTC Swa ps, all economic returns of the Offer Shares
|
||
subscribed by CICC FT will be passed to the Gaoteng CICC FT Ultimate Client and all economic loss
|
||
shall be borne by the Gaoteng CICC FT Ultimate Client 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 th e Gaoteng CICC FT Ultimate Client may, after
|
||
expiration of the lock-up period beginning from t he date of the Cornerstone Investment Agreement
|
||
entered into between CICC FT and the Company and ending on the date which is six months from the
|
||
–1 3–
|
||
|
||
|
||
--- page 14 ---
|
||
Listing Date, request to early terminate the OTC S waps at their own discretions, upon which CICC
|
||
FT may dispose of the Offer Shares and settle the OTC Swaps in cash in accordance with the terms
|
||
and conditions of the OTC Swaps. Despite that CICC FT will hold the legal title of the Offer Shares
|
||
by itself, it will not exercise the voting rights atta ching 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, CICC FT Ultimate Client is an independent third party of CICC FT,
|
||
CICCHKS and the companies which are members of the same group of CICCHK.
|
||
The Gaoteng CICC FT Ultimate Client is Gaoteng E nterprise Management. Gaoteng Enterprise
|
||
Management is a joint stock company limited by sh ares incorporated in Zhuhai, Guangdong, the
|
||
PRC, with principal activities comprising investm ent holding, business management, investment in
|
||
self-owned assets, economic and information consulting, and financial consulting. Gorgone
|
||
Investment is the controlling shareholder of Ga oteng Enterprise Management, holding 99.94% of
|
||
its issued shares. To the best knowledge of CICC FT, there is no single shareholder who holds 30% or
|
||
more interests in Gortune Investment.
|
||
LOCK-UP UNDERTAKINGS
|
||
Cornerstone 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
|
||
%o ft o t a l
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
%o f
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
Fullgoal 6,720,500 6,720,500 4.49% 0.45% 22 December 2026
|
||
GF Fund 5,673,000 5,673,000 3.79% 0.38% 22 December 2026
|
||
Taikang Life 5,673,000 5,673,000 3.79% 0.38% 22 December 2026
|
||
HARVEST
|
||
INTERNATIONAL
|
||
PREMIUM VALUE
|
||
(SECONDARY
|
||
MARKET) FUND
|
||
SPC acting on
|
||
behalf of and for
|
||
HARVEST
|
||
SYNERGY SP
|
||
4,922,500 4,922,500 3.29% 0.33% 22 December 2026
|
||
Springs Capital 5,567,500 5,567,500 3.72% 0.37% 22 December 2026
|
||
Gaoteng Enterprise
|
||
Management and
|
||
CICC FT (in
|
||
connection with
|
||
OTC Swaps)
|
||
2,618,000 2,618,000 1.75% 0.18% 22 December 2026
|
||
Sunwoda Treasury 2,560,000 2,560,000 1.71% 0.17% 22 December 2026
|
||
Jinkosolar 4,454,000 4,454,000 2.98% 0.30% 22 December 2026
|
||
Mondeomax 11,024,500 11,024,500 7.37% 0.74% 22 December 2026
|
||
–1 4–
|
||
|
||
|
||
--- page 15 ---
|
||
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
|
||
%o ft o t a l
|
||
issued H
|
||
Shares after
|
||
the Global
|
||
Offering
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
%o f
|
||
shareholding
|
||
in the
|
||
Company
|
||
subject to
|
||
lock-up
|
||
undertakings
|
||
upon listing
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings Note 1
|
||
Bona Star 8,351,500 8,351,500 5.59% 0.56% 22 December 2026
|
||
Sinsanwa 5,567,500 5,567,500 3.72% 0.37% 22 December 2026
|
||
Sheen Nation 2,618,000 2,618,000 1.75% 0.18% 22 December 2026
|
||
Chen Feng 1,745,500 1,745,500 1.17% 0.12% 22 December 2026
|
||
Total 67,495,500 67,495,500 45.14% 4.51%
|
||
Note:
|
||
1. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on 22
|
||
December 2026. 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.
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees
|
||
Number of H
|
||
Shares
|
||
allotted
|
||
Allotment as
|
||
%o f
|
||
International
|
||
Offering
|
||
Allotment as
|
||
%o ft o t a l
|
||
Offer Shares
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
%o ft o t a l
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 15,847,500 11.78% 10.60% 15,847,500 1.06%
|
||
Top 5 56,542,500 42.02% 37.82% 56,542,500 3.78%
|
||
Top 10 89,552,000 66.55% 59.89% 89,552,000 7.23%
|
||
Top 25 129,770,000 96.43% 86.79% 129,770,000 9.92%
|
||
Notes
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
–1 5–
|
||
|
||
|
||
--- page 16 ---
|
||
H SHAREHOLDERS CONCENTRATION ANALYSIS
|
||
H Shareholders *
|
||
Number of
|
||
HS h a r e s
|
||
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 15,847,500 11.78% 10.60% 15,847,500 10.60% 15,847,500
|
||
Top 5 56,542,500 42.02% 37.82% 56,542,500 37.82% 56,542,500
|
||
Top 10 89,552,000 66.55% 59.89% 89,552,000 59.89% 108,113,590
|
||
Top 25 129,770,000 96.43% 86.79% 129,770,000 86.79% 148,331,590
|
||
Notes
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders
|
||
Number of H
|
||
Shares allotted
|
||
Allotment as %
|
||
of International
|
||
Offering
|
||
Allotment as %
|
||
of total Offer
|
||
Shares
|
||
Number of
|
||
HS h a r e sh e l d
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
%o ft o t a l
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 0 0.00% 0.00% 0 170,836,191 11.43%
|
||
Top 5 7,555,500 5.61% 5.05% 7,555,500 278,768,440 18.64%
|
||
Top 10 34,427,500 25.58% 23.02% 34,427,500 364,185,335 24.36%
|
||
Top 25 77,358,000 57.48% 51.74% 77,358,000 492,465,959 32.94%
|
||
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, valid applications made by the public
|
||
will be conditionally allocated on the basis set out below:
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF THE
|
||
TOTAL NO. OF
|
||
SHARES APPLIED
|
||
FOR
|
||
POOL A
|
||
500 75,878 74 out of 75,878 to receive 500 Shares 0.10%
|
||
1,000 28,497 55 out of 28,497 to receive 500 Shares 0.10%
|
||
1,500 5,421 16 out of 5,421 to receive 500 Shares 0.10%
|
||
2,000 3,408 13 out of 3,408 to receive 500 Shares 0.10%
|
||
2,500 3,334 16 out of 3,334 to receive 500 Shares 0.10%
|
||
3,000 2,608 15 out of 2,608 to receive 500 Shares 0.10%
|
||
3,500 1,774 12 out of 1,774 to receive 500 Shares 0.10%
|
||
4,000 1,864 15 out of 1,864 to receive 500 Shares 0.10%
|
||
4,500 1,343 12 out of 1,343 to receive 500 Shares 0.10%
|
||
5,000 18,211 177 out of 18,211 to receive 500 Shares 0.10%
|
||
–1 6–
|
||
|
||
|
||
--- page 17 ---
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF THE
|
||
TOTAL NO. OF
|
||
SHARES APPLIED
|
||
FOR
|
||
6,000 2,263 26 out of 2,263 to receive 500 Shares 0.10%
|
||
7,000 1,454 20 out of 1,454 to receive 500 Shares 0.10%
|
||
8,000 1,320 21 out of 1,320 to receive 500 Shares 0.10%
|
||
9,000 1,285 22 out of 1,285 to receive 500 Shares 0.10%
|
||
10,000 9,725 189 out of 9,725 to receive 500 Shares 0.10%
|
||
20,000 5,201 202 out of 5,201 to receive 500 Shares 0.10%
|
||
30,000 3,558 207 out of 3,558 to receive 500 Shares 0.10%
|
||
40,000 2,952 229 out of 2,952 to receive 500 Shares 0.10%
|
||
50,000 3,352 325 out of 3,352 to receive 500 Shares 0.10%
|
||
60,000 2,190 255 out of 2,190 to receive 500 Shares 0.10%
|
||
70,000 1,806 246 out of 1,806 to receive 500 Shares 0.10%
|
||
80,000 1,389 216 out of 1,389 to receive 500 Shares 0.10%
|
||
90,000 1,267 221 out of 1,267 to receive 500 Shares 0.10%
|
||
100,000 6,531 1,268 out of 6,531 to receive 500 Shares 0.10%
|
||
200,000 4,223 1,640 out of 4,223 to receive 500 Shares 0.10%
|
||
300,000 2,754 1,605 out of 2,754 to receive 500 Shares 0.10%
|
||
400,000 1,909 1,483 out of 1,909 to receive 500 Shares 0.10%
|
||
500,000 6,562 6,373 out of 6,562 to receive 500 Shares 0.10%
|
||
202,079 Total number of Pool A successful applicants: 14,953
|
||
POOL B
|
||
1,000,000 4,151 3,960 out of 4,151 to receive 500 Shares 0.05%
|
||
1,500,000 940 500 Shares plus 404 out of 940 to receive additional 500 Shares 0.05%
|
||
2,000,000 585 500 Shares plus 530 out of 585 to receive additional 500 Shares 0.05%
|
||
2,500,000 403 1,000 Shares plus 155 out of 403 to receive additional 500
|
||
Shares
|
||
0.05%
|
||
3,000,000 226 1,000 Shares plus 195 out of 226 to receive additional 500
|
||
Shares
|
||
0.05%
|
||
3,500,000 135 1,500 Shares plus 46 out of 135 to receive additional 500
|
||
Shares
|
||
0.05%
|
||
4,000,000 122 1,500 Shares plus 100 out of 122 to receive additional 500
|
||
Shares
|
||
0.05%
|
||
4,500,000 82 2,000 Shares plus 24 out of 82 to receive additional 500 Shares 0.05%
|
||
5,000,000 89 2,000 Shares plus 69 out of 89 to receive additional 500 Shares 0.05%
|
||
5,500,000 60 2,500 Shares plus 15 out of 60 to receive additional 500 Shares 0.05%
|
||
6,000,000 95 2,500 Shares plus 69 out of 95 to receive additional 500 Shares 0.05%
|
||
7,476,000 613 3,500 Shares plus 81 out of 613 to receive additional 500
|
||
Shares
|
||
0.05%
|
||
7,501 Total number of Pool B successful applicants: 7,310
|
||
As of the date of this announcement, the relevant subscription monies previously deposited
|
||
in the designated nominee accounts have been r emitted back to the accounts of all HKSCC
|
||
participants. Investors should contact the ir relevant brokers for any inquiries.
|
||
–1 7–
|
||
|
||
|
||
--- page 18 ---
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the L isting 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 t o the placing, allotment and listing of the
|
||
Company’s H Shares.
|
||
The Directors confirm that, to the best of the ir knowledge, the consideration paid by the
|
||
placees or the public (as the case may be) di rectly or indirectly for each Offer Share
|
||
subscribed for or purchased by them was the sa me as the final Offer Price in additional to
|
||
any brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange
|
||
trading fee payable.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Allocation of H Shares to existing minority S hareholders and/or their close associates
|
||
The Company has applied for, and the Stock Exchange has granted, a waiver from strict
|
||
compliance with Rule 10.04, and a consent u nder paragraph 1C(2) of Appendix F1 to the
|
||
Listing Rules to permit H Shares in the Inte r n a t i o n a lO f f e r i n gt ob ep l a c e dt oc e r t a i n
|
||
existing minority Shareholders and/or their c lose associates who (i) hold less than 5% of
|
||
the voting rights in the Company prior to th e completion of the Global Offering and (ii)
|
||
are not and will not become (upon the complet ion of the Global Offering) core connected
|
||
persons of the Company or the close asso ciates of any such core connected person
|
||
(together, the “ Permitted Existing Shareholders ”), on the following conditions:
|
||
(a) each Permitted Existing Shareholder to whom the Company may allocate the H
|
||
Shares under the International Offering, to gether with their close associates, holds
|
||
less than 5% of the voting rights in the Company prior to the completion of the
|
||
Global Offering;
|
||
(b) each Permitted Existing Shareholder is n ot, and will not be, a core connected person
|
||
of the Company or any close associat e of any such core connected person
|
||
immediately prior to or following the Global Offering;
|
||
(c) none of the Permitted Existing Share holders has the power to appoint any Directors
|
||
nor have any other special rights in the Company;
|
||
( d ) a l l o c a t i o nt ot h eP e r m i t t e dE x i s t i n gS h areholders and/or their close associates will
|
||
not affect the Company’s abil ity to satisfy the public float requirement under Rule
|
||
19A.13A(2) of the Listing Rules;
|
||
–1 8–
|
||
|
||
|
||
--- page 19 ---
|
||
(e) based on discussions between the Com pany and the Overall Coordinators and
|
||
confirmations required to be submitted t o the Stock Exchange by the Sole Sponsor
|
||
and the Overall Coordinators, the Company will confirm to the Stock Exchange
|
||
that:
|
||
a. in case of participation as Cornerstone Investors, no preferential treatment has
|
||
been, nor will be, given to the Permitted Existing Shareholders and/or their close
|
||
associates by virtue of their relati onship with the Company, other than the
|
||
preferential treatment of assured entitlement under a cornerstone investment
|
||
following the principles set out in Chapter 4.15 of the Guide, and the
|
||
cornerstone investment agreements en tered into between the Permitted
|
||
Existing Shareholder and/or their close associates do not contain any material
|
||
terms which are more favourable to the Permitted Existing Shareholders and/or
|
||
their close associates than those in other cornerstone investment agreements; or
|
||
b. in case of participation as placees, no p referential treatment will be given to the
|
||
Permitted Existing Shareho lders and/or their close associates in the allocation
|
||
process by virtue of their relationship with the Company;
|
||
(f) in the case of participation as placees, t he Overall Coordinators will confirm to the
|
||
Stock Exchange that, to the best of their knowledge and belief, no preferential
|
||
treatment has been, nor will be, given to any of the Permitted Existing Shareholders
|
||
or their close associates by virtue of th eir relationship with the Company in any
|
||
allocation in the Inter national Offering; and
|
||
(g) the Sole Sponsor will confirm to the Stoc k Exchange that based on (a) its discussions
|
||
with the Company and the Overall Coordinators; and (b) the confirmations provided
|
||
to the Stock Exchange by the Company and th e Overall Coordinators (confirmations
|
||
(e) and (f) mentioned above), and to the best of their knowledge and belief, it has no
|
||
reason to believe that the Permitted Exi sting Shareholders and/or their close
|
||
associates received any preferential tre atment in the allocation process either as
|
||
cornerstone investors or as placees by virt ue of their relationship with the Company,
|
||
other than, in the case of participation as cornerstone investors, the preferential
|
||
treatment of assured entitlement under a cornerstone investment following the
|
||
principles set out in Chapter 4.15 of the G uide, and details of allocation to the
|
||
Permitted Existing Shareholders holding more than 1% of the issued share capital of
|
||
the Company and/or their close associates immediately prior to the completion of
|
||
the Global Offering will be disclosed in thi s prospectus (for cornerstone investors)
|
||
and allotment results announcem ent (for both cornerstone investors and placees) of
|
||
the Company.
|
||
Please refer to the section headed “Waivers — Allocation of H Shares to Existing
|
||
Minority Shareholders and their close associa tes” in the Prospectus for further details of
|
||
the waiver and consent.
|
||
Among the Cornerstone Investors, GF Fund, F ullgoal and Taikang Life are Permitted
|
||
Existing Shareholders. Such allocations of Offer Shares to the Permitted Existing
|
||
Shareholders are in compliance with all t he conditions under the waiver and consent
|
||
granted by the Stock Exchange.
|
||
–1 9–
|
||
|
||
|
||
--- page 20 ---
|
||
Allocation of Offer Shares to existing Share holders and Cornerstone Investors and/or their
|
||
close associates with a consent under parag raph 18 of Chapter 4.15 of the Guide for New
|
||
Listing Applicants
|
||
The Company has applied to, and the Stock Exchange has granted, a consent under
|
||
paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants to permit the
|
||
Company to allocate further Offer Shares in th e International Offering to certain existing
|
||
Shareholders and Cornerstone In vestors and/or their close associates as placees, subject
|
||
to the following conditions:
|
||
(a) the final offering size of the Global Off ering will be of a total value of at least HK$1
|
||
billion;
|
||
(b) the Offer Shares allocated to all existing Shareholder sa n dt h e i rc l o s ea s s o c i a t e s
|
||
(whether as cornerstone investors and/ or as placees) as permitted under the
|
||
Size-based Exemption (as defined in the G uide for New Listing Applicants) do not
|
||
exceed 30% of the total number of the H Shares offered under the Global Offering;
|
||
(c) each Director and chief executive of the Company confirms that no securities have
|
||
been allocated to them or their respective close associates under this exemption;
|
||
(d) the Company will comply with the public fl oat requirement under Rule 8.08(1) of the
|
||
Listing Rules; and
|
||
(e) details of the allocation to such existin g shareholders and Cornerstone Investors
|
||
under the Size-based Exemption will be disclosed in this announcement.
|
||
Such allocations of Offer Shares to the existi ng Shareholders and Cornerstone Investors
|
||
and/or their close associates are in complia nce with all the conditions under the consent
|
||
granted by the Stock Exchange. For details of the placing to connected clients, please see
|
||
“Allotees with waivers/consents obtained — Allotees with consent under paragraph 18 of
|
||
Chapter 4.15 of the Guide for New Listing Appli cants in relation to allocations of further
|
||
H Shares to existing shareholders and Co rnerstone Investors and/or their close
|
||
associates” in this announcement.
|
||
Placing to connected clients with prior c onsent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has
|
||
granted, a consent under paragraph 1(C)(1) of the Placing Guidelines to permit CICC FT
|
||
to participate in the Global Offering as a Corne rstone Investor. For details of the consent
|
||
granted, please refer to the section headed “ Allotment Results Details — International
|
||
Offering — Cornerstone Invest ors” in this announcement.
|
||
In addition, under the International Offer ing, certain Offer Shares were placed to
|
||
connected clients of their co nnected distributors pursuan t to the Placing Guidelines.
|
||
Please refer to the section headed “Allotmen t Results Details — International Offering —
|
||
Allotees with waivers/consents obtaine d” in this announcement for details. The
|
||
Company has applied to the Stock Exchange for, and the Stock Exchange has granted,
|
||
a consent under paragraph 1C(1) of the Plac ing Guidelines to permit the Company to
|
||
–2 0–
|
||
|
||
|
||
--- page 21 ---
|
||
allocate such Offer Shares in the International Offering to the connected clients. The
|
||
allocation of Offer Shares to such connected clients is in compliance with all the
|
||
conditions under the consent granted by the Stock Exchange.
|
||
For details of the placing to connected clients, please see “Allotees with waivers/consents
|
||
obtained — Allotees with consent under para graph 1C(1) of the Placing Guidelines and
|
||
Chapter 4.15 of the Guide in relation to al locations to connected clients” in this
|
||
announcement.
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Li mited, The Stock Exchange of Hong Kong
|
||
Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited
|
||
(“HKSCC ”) take no responsibility for the contents of this announcement, make no
|
||
representation as to its accuracy or complet eness and expressly d isclaim any liability
|
||
whatsoever for any loss howsoever arising f rom or in reliance upon the whole or any part
|
||
of the contents of this announcement.
|
||
This announcement is not for relea se, publication, distribution, directly or indirectly, in or
|
||
into the United States (including its terri tories 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 purchas e or subscribe for securities in the United
|
||
States. The securities mentioned herein hav e not been, and will not be, registered under
|
||
the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”). The
|
||
s e c u r i t i e sm a yn o tb eo f f e r e do rs o l di nt h eU nited 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. The re will be no public offer of securities in
|
||
the United States.
|
||
The Offer Shares are being offered and so ld outside the United States in offshore
|
||
transactions in reliance on Regulat ion 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 subscrib e for securities. This announcement is not a
|
||
prospectus. Potential investors should rea d the Prospectus dated 12 June 2026 issued by
|
||
Shenzhen Senior Technology Material Co., Ltd . for detailed information about the Global
|
||
Offering described below be fore deciding whether or not to invest in the Shares thereby
|
||
being offered.
|
||
*Potential investors of the Offer Shares should note that the Sole Sponsor and the
|
||
Sponsor-OC (for itself and on behalf of the other Hong Kong Underwriters) shall be
|
||
entitled to terminate their obligations unde r the Hong Kong Underwriting Agreement with
|
||
immediate effect upon the occurrence of any of the events set out in the paragraph headed
|
||
“Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public
|
||
Offering — Hong Kong Underwriting Agre ement — 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 Tuesday, 23 June 2026).
|
||
–2 1–
|
||
|
||
|
||
--- page 22 ---
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Under Rule 19A.13A(2) of the Listing Rules , the portion of H Shares held by the public,
|
||
at the time of Listing, must (a) represent at least 10% of the Company’s total number of
|
||
issued Shares (excluding treasury shares); or (b) have an expected market value of not
|
||
less than HK$3,000,000,000. Immediately following the completion of the Global
|
||
Offering, the total number of the H Share s issued pursuant to the Global Offering
|
||
represents 10.13% of the total issued share c apital of our Company (excluding treasury
|
||
shares), which satisfy the minimum public fl oat requirement under Rule 19A.13A(2)(a) of
|
||
the Listing Rules.
|
||
Each of the Cornerstone Investors has agreed to a lock-up period of six months following
|
||
the Listing Date. Based on an Offer Pri ce of HK$8.98 per H Share, the Company will
|
||
satisfy the free float requirement unde r Rule 19A.13C(2) of the Listing Rules.
|
||
The Directors confirm that, immediatel y following the completion of the Global
|
||
Offering, (i) no placee will, individually, b e placed more than 10% of the enlarged issued
|
||
share capital of the Company immediately aft er the Global Offering; (ii) there will not be
|
||
any new substantial Shareholder immediately a fter the Global Offering; (iii) the three
|
||
largest public shareholders of the Company do not hold more than 50% of the shares in
|
||
public hands at the time of the Listing in com pliance 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 on ly become valid evidence of title at 8 : 00 a.m. on Tuesday,
|
||
23 June 2026 (Hong Kong time), provided that the Global Offering has become
|
||
unconditional and the right of termination des cribed in the section headed “Underwriting
|
||
— Underwriting Arrangements and Expen ses — 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 alloc ation details prior to the receipt of H Share
|
||
certificates or prior to the H Share certific ates becoming valid evidence of title do so
|
||
entirely at their own risk.
|
||
Assuming that the Global Offering become s unconditional at or before 8 : 00 a.m. on
|
||
Tuesday, 23 June 2026 (Hong Kong time), it is expected that dealings in the H Shares on
|
||
the Stock Exchange will commence at 9 : 0 0 a.m. on Tuesday, 23 June 2026 (Hong Kong
|
||
time). The H Shares will be traded in board lots of 500 H Shares each, and the stock code
|
||
of the H Shares will be 6067.
|
||
By order of the Board
|
||
Shenzhen Senior Technology Material Co., Ltd.
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深圳市星源材質科技股份有限公司
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Prof. Chen Xiufeng
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Chairman and Executive Director
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Hong Kong, 22 June 2026
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–2 2–
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--- page 23 ---
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As at the date of this announcement, the Board comprises: Prof. Chen Xiufeng, Dr. Zhang
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Xiaomin and Mr. Xu Liqiang as executive dir ectors, Mr. Zhu Bide as a non-executive
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director and Mr. Tang Changjiang, Dr. Lin Zhiwei and Ms. Sun Zhenzhen as independent
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non-executive directors.
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–2 3–
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