fb7bf3af7d
Request: - Use the project analyst workflow to analyze the latest upcoming Hong Kong IPO candidates. Changes: - Refreshed recent HK IPO target coverage through 2026-06-17 and archived current HKEX source updates. - Archived 06675 allotment results and D1 Yahoo price performance for boundary-case review. - Archived a 2026-06-17 T0.5 VBKR/Jieli market-heat snapshot for still-actionable 02335 and 06106. - Rebuilt the v0 analysis dataset and snapshots at 2026-06-17T08:20:00Z. - Added a Chinese horizontal analyst report ranking 06106, 02335, 06132, 06067, 01392, with 06675 separated as a T1/D1 review sample. Verification: - Ran SQLite PRAGMA integrity_check and foreign_key_check. - Ran git diff --check and git diff --cached --check. - Confirmed report source paths exist. Next useful context: - 06106 is the top still-actionable T0.5 candidate at this as-of time. - 02335 needs another pre-deadline heat sample before a stronger call. - 01392, 06067, and 06132 are now mainly waiting for T1 official allotment results.
1550 lines
67 KiB
Plaintext
1550 lines
67 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated 9 June 2026 (the “Prospectus ”) issued by SENASIC Electronics Technology Co., Ltd.
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(琻Ҧ (Ϫᘽ)ʮ̡ ) (the “Company ”).
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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
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or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus for
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detailed information about the Company and the Global Offering described below before deciding whether or not to
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invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be taken solely in reliance
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on the information in the Prospectus.
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This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
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of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This announcement is
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not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories
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and possessions, any state of the United States and the District of Columbia). This announcement does not constitute
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or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other
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jurisdiction. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933,
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as amended from time to time (the “U.S. Securities Act ”) or securities law of any state or other jurisdiction of the
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United States and may not be offered, sold, pledged or transferred within the United States, except in transactions
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exempt from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer
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of the Offer Shares in the United States. The Offer Shares are being offered and sold outside the United States in
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offshore transactions in reliance on Regulation S under the U.S. Securities Act.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited as
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stabilising manager (the “Stabilisation Manager ”) (or its affiliates or any person acting for it), on behalf of the
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Underwriters, to the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere,
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may over-allocate or effect transactions with a view to stabilising or supporting the market price of the Shares at such
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price, in such amounts and in such manners as the Stabilising Manager, its affiliates or any person acting for it may
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determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date.
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However, there is no obligation on the Stabilising Manager (or its affiliates or any person acting for it) to conduct
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any such stabilising action. Such stabilising action, if taken, (a) will be conducted at the absolute discretion of the
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Stabilisation Manager (or its affiliates or any person acting for it) and in what the Stabilising Manager reasonably
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regards as the best interest of the Company, (b) may be discontinued at any time and (c) is required to be brought to
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an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering. Such stabilising
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action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with
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all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules
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(Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter
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571 of the Laws of Hong Kong).
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Potential investors should be aware that stabilising action cannot be taken to support the price of the H Shares for
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longer than the stabilisation period which begins on the Listing Date and is expected to expire on the 30th day after
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the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no further stabilising
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action may be taken, and demand for the H Shares and the price of the H Shares could fall.
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The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out in
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the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not
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resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint Sponsor-OCs (for themselves
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and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong
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Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section
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headed “Underwriting { Underwriting Arrangements and Expenses { Hong Kong Public Offering { Grounds for
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Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date.
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--- page 2 ---
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2
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ܩ
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SENASIC Electronics Technology Co., Ltd.
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琻Ҧ (Ϫᘽ)ʮ̡
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(A joint stock company incorporated in the People ’s Republic of China with limited liability)
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Global Offering
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Number of Offer Shares under
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the Global Offering
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: 53,407,000 H shares (subject to
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 5,340,800 H Shares
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Number of International Offer Shares : 48,066,200 H Shares (subject to Over-allotment
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Option)
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Final Offer Price : HK$18.36 per H Share, plus brokerage of
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1.0%, SFC transaction levy of 0.0027%,
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AFRC transaction levy of 0.00015% and
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Hong Kong Stock Exchange trading fee of
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0.00565%
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Nominal value : RMB0.05 per H Share
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Stock code : 6675
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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--- page 3 ---
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3
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SENASIC ELECTRONICS TECHNOLOGY CO., LTD.
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琻Ҧ (Ϫᘽ)ʮ̡
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ANNOUNCEMENT OF ALLOTMENT RESULTS
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the
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same meanings as those defined in the prospectus dated 9 June 2026 (the “Prospectus ”) issued
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by SENASIC Electronics Technology Co., Ltd.( 琻Ҧ (Ϫᘽ )ʮ̡ ) (the
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“Company ”).
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the H Shares
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could move substantially even with a small number of H Shares traded and should exercise
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extreme caution when dealing in the H Shares.
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SUMMARY
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Company Information
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Stock Code 6675
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Stock Short Name SENASIC
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Dealings commencement date 17 June 2026*
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* see note at the end of the announcement
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Price Information
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Offer Price HK$18.36
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Offer Shares and Share Capital
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Number of Offer Shares (before exercise of the Over-allotment Option) 53,407,000
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Number of Offer Shares in Hong Kong Public Offering 5,340,800
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Number of Offer Shares in International Offering (before exercise of the
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Over-allotment Option) 48,066,200
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Number of issued Shares upon Listing (before exercise of the Over-
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allotment Option and the options under the 2026 Pre-IPO Share Option
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Scheme) 379,041,820
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Over-allocation
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No. of Offer Shares over-allocated 2,855,800
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- International Offering 2,855,800
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--- page 4 ---
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4
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Proceeds
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Gross proceeds (Note) HK$980.55 million
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Less: Estimated listing expenses payable based on Offer Price HK$68.03 million
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Net Proceeds HK$912.52 million
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Note: Gross proceeds refer to the amount which the Company is entitled to receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. In the event that
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the Over-allotment Option is exercised, the Company will adjust the allocation of the net proceeds on a pro rata
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basis.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFER
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No. of valid applications 237,930
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No. of successful applications 26,704
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Subscription level 5,144.97 times
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Claw-back triggered N/A
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No. of Offer Shares initially available under the Hong Kong Public Offer 5,340,800
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No. of Offer Shares reallocated from the International Offering 0
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Final no. of Offer Shares under the Hong Kong Public Offering 5,340,800
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% of Offer Shares under the Hong Kong Public Offer to the Global
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Offering 10%
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Note: For details of the final allocation of H Shares to the Hon Kong Public Offering, investors can refer to
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www.hkeipo.hk/iporesult to perform a search by identification number or www.hkeipo.hk/iporesult for the full
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list of allottees.
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--- page 5 ---
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5
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INTERNATIONAL OFFER
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No. of placees 105
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Subscription Level 4.44 times
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No. of Offer Shares initially available under the International Offer 48,066,200
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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 Offer (before exercise of
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the Over-allotment Option) 48,066,200
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% of Offer Shares under the International Offer to the Global Offering 90%
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The Directors confirm that, to the best of their knowledge, information and belief, save for a
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waiver under Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of Appendix
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F1 to the Listing Rules (the “Placing Guidelines ”) granted by the Stock Exchange to permit
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the Company to allocate certain Offer Shares in the International Offering to a close associate
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of an existing shareholder as a cornerstone investor, (i) none of the Offer Shares subscribed by
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the placees and the public have been financed directly or indirectly by the Company, any of the
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Directors, chief executive of the Company, the Single Largest Group of Shareholders, substantial
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Shareholders, existing Shareholders of the Company or any of its subsidiaries or their respective
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close associates; and (ii) none of the placees and the public who have purchased the Offer Shares
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are accustomed to taking instructions from the Company, any of the Directors, chief executive
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of the Company, the Single Largest Group of Shareholders, substantial Shareholders, existing
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Shareholders of the Company or any of its subsidiaries or their respective close associates in
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relation to the acquisition, disposal, voting or other disposition of H Shares registered in his/her/its
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name or otherwise held by him/her/it.
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--- page 6 ---
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6
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The placees in the International Offering include the following:
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Cornerstone Investors
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Investor (1)
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No. of Offer
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Shares
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allocated
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% of Offer
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Shares(2)
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% of total
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issued share
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capital after
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the Global
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Offering (2)
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Existing
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shareholders
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or their
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close
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associates
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Sunwoda Treasury (Hong
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Kong) Limited (༺
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ৌ༟(ಥ)ʮ̡ )
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2,156,800 4.04% 0.57% No
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Longwei Hong Kong
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Company Limited (ಥ
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ʮ̡ )
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1,280,400 2.40% 0.34% Yes
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Oakwise Growth Fund
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SPC { Greater China
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Fund SP
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4,007,600 7.50% 1.06% No
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Tembusu Limited 853,600 1.60% 0.23% No
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Andrew Y Yan ( ᎅ⇴) 853,600 1.60% 0.23% No
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RIME Capital Limited
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(ʮ̡ )
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853,600 1.60% 0.23% No
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Thalassa Capital Dynamics
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SPC (acting for and
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on behalf of Thalassa
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Horizon SP)
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2,685,000 5.03% 0.71% No
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Chample International
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Limited
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1,633,800 3.06% 0.43% No
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Libra Stable Value and
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Fixed Income Segregated
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Portfolio Company
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acting for and on behalf
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of Libra Fixed Income
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One SP
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1,089,200 2.04% 0.29% No
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Total 15,413,600 28.86% 4.07%
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--- page 7 ---
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7
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Notes:
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1. For further details of the Cornerstone Investors, please refer to the section headed “Cornerstone Investors ” in
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the Prospectus.
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2. Before any exercise of the Over-allotment Option or the options under the 2026 Pre-IPO Share Option
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Scheme.
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Allottees with waiver/consents obtained
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Investor
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No. of Offer
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Shares
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allocated
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% of Offer
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Shares(1)
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% of total
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issued share
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capital after
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the Global
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Offering (1) Relationship
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Allotees with consent under paragraph 1C(1) of Appendix F1 to the Listing Rules (the “Placing
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Guidelines ”) in relation to allocations to connected clients (2)
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SSIF Asset Management
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SPC-SSI & Affluence
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Capital IPO Strategy
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Opportunity Segregated
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Portfolio
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54,400 0.10% 0.01% Connected
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client as a
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placee
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CITIC Securities
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International Capital
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Management Limited
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(“CSICM ”)
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400,000 0.75% 0.11% Connected
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client as a
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placee
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Guotai Junan Investments
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(Hong Kong) Limited
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(“GTJAI”)
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544,600 1.02% 0.14% Connected
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client as a
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placee
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E Fund Management (Hong
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Kong) Co, Ltd. ( “E
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Fund HK ”)
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3,400 0.01% 0.00% Connected
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client as a
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placee
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China Asset Management
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(Hong Kong) Limited
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( “China AM HK ”)
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3,400 0.01% 0.00% Connected
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client as a
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placee
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Huatai Capital Investment
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Limited ( “HTCI”)
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871,400 1.63% 0.23% Connected
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client as a
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placee
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--- page 8 ---
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8
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Investor
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No. of Offer
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Shares
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allocated
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% of Offer
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Shares(1)
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% of total
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issued share
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capital after
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the Global
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Offering (1) Relationship
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Allotee with waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under
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paragraph 1C(2) of the Placing Guidelines in relation to allocation to a close associate of an existing
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shareholder as cornerstone investor (3)
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Longwei Hong Kong
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Company Limited (ಥඤ
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ʮ̡ ) (4)
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1,280,400 2.40% 0.34% A close
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associate of
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an existing
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shareholder
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as
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cornerstone
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investor
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Notes:
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1. Before any exercise of the Over-allotment Option or the options under the 2026 Pre-IPO Share Option Scheme.
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2. Saved as listed out, the H Shares placed to such allottees are held on behalf of independent third parties (as
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defined in Chapter 4.15 of the Guide for New Listing Applicants) and are in compliance with all the conditions
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under the consent granted by the Stock Exchange. For details of the consent under paragraph 1C(1) of the
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Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to
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connected clients, please refer to the section headed “Placing to connected clients with consents under paragraph
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1C(1) of the Placing Guidelines ” in this announcement.
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3. For details of the consents under paragraph 1C(2) of the Placing Guidelines and Chapter 4.15 of the Guide
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for New Listing Applicant in relation to allocations to a close associate of an existing shareholder as
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cornerstone investor, please refer to the section headed “Placing to a close associate of an existing shareholder
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as cornerstone investor with a waiver under Rule 10.04 and consent under paragraph 1C(2) of the Placing
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Guidelines ” in this announcement.
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4. Longwei Hong Kong Company Limited (ʮ̡ ) ( “Longwei HK ”), a close associate (as
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defined in the Listing Rules) of Shanghai Baolong Automotive Corporation (ʮ̡ )
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(“Baolong Automotive ”), one of the Company ’s existing shareholders and Pre-IPO Investors, has indicated to
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the Company its interest in participating in the Global Offering by making a cornerstone investment to subscribe
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for the Offer Shares. Further information of Baolong Automotive has been disclosed in the section headed
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“History, Development and Corporate Structure ” of the Prospectus.
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--- page 9 ---
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9
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LOCK-UP UNDERTAKINGS
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Cornerstone Investors
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Name
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Number
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of Shares
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held in the
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Company subject
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to lock-up
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undertakings
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upon Listing
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% of shareholding
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in the Company
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subject to lock-up
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undertakings
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upon Listing
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(assuming the
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Over-allotment
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Option or the
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options under the
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2026 Pre-IPO
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Share Option
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Scheme is not
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exercised)
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Last day subject
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to the lock-up
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undertakings
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Sunwoda Treasury (Hong Kong)
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Limited (༺ৌ༟ (ಥ)
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ʮ̡ )
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2,156,800 0.57% 16 December 2026
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Longwei Hong Kong Company
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Limited (
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ʮ̡ )
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1,280,400 0.34% 16 December 2026
|
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Oakwise Growth Fund SPC {
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Greater China Fund SP
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4,007,600 1.06% 16 December 2026
|
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Tembusu Limited 853,600 0.23% 16 December 2026
|
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Andrew Y Yan ( ᎅ⇴) 853,600 0.23% 16 December 2026
|
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RIME Capital Limited ( ᗯ䈪༟͉
|
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ʮ̡ )
|
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853,600 0.23% 16 December 2026
|
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Thalassa Capital Dynamics SPC
|
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(acting for and on behalf of
|
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Thalassa Horizon SP)
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2,685,000 0.71% 16 December 2026
|
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Chample International Limited 1,633,800 0.43% 16 December 2026
|
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Libra Stable Value and Fixed
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Income Segregated Portfolio
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Company acting for and on
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behalf of Libra Fixed Income
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One SP
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1,089,200 0.29% 16 December 2026
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Total 15,413,600 4.07%
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In accordance with the respective Cornerstone Investment Agreement, the required lock-up ends on six
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months from the Listing Date, which is 16 December 2026. The Cornerstone Investors will cease to be
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prohibited from disposing of or transferring Shares after the indicated date.
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--- page 10 ---
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10
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The Single Largest Group of Shareholders
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Name(1)
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Number of
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Shares held in
|
||
the Company
|
||
subject to lock-
|
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up undertakings
|
||
upon Listing
|
||
Number of
|
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H Shares held
|
||
in the Company
|
||
subject to lock-
|
||
up undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after the
|
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Global Offering
|
||
subject to lock-
|
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up undertakings
|
||
upon Listing (4)
|
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% of shareholding
|
||
in the Company
|
||
subject to lock –
|
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up undertakings
|
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upon Listing (4)
|
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Last day subject
|
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to the lock-up
|
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undertakings
|
||
Li Mengxiong ( ҽྫྷඪ) (2)
|
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(“Dr. Li ”)
|
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34,130,460 34,130,460 9.00% 9.00% 16 June 2027 (1) (3)
|
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Li Shuguang ( ҽᏣΈ) (2)
|
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(“Mr. Li ”)
|
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13,586,460 13,586,460 3.58% 3.58% 16 June 2027 (1) (3)
|
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Shanghai Chuangyingrui
|
||
Enterprise Management
|
||
Partnership (Limited
|
||
Partnership) (ቚΆุ
|
||
၍ଣΥྫΆุ (Υྫ )) (2)
|
||
(“Shanghai Chuangyingrui ”)
|
||
29,631,720 29,631,720 7.82% 7.82% 16 June 2027 (1) (3)
|
||
Shanghai Ruixinchuang Enterprise
|
||
Management Partnership
|
||
(Limited Partnership) ( ɪऎ
|
||
௴Άุ၍ଣΥྫΆุ
|
||
(Υྫ )) (2) (“Shanghai
|
||
Ruixinchuang ”)
|
||
24,838,700 24,838,700 6.55% 6.55% 16 June 2027 (1) (3)
|
||
Gongqingcheng SENASIC
|
||
Investment Partnership (Limited
|
||
Partnership) (۬ڡ琻 ઠҳ
|
||
༟ΥྫΆุ (Υྫ )) (2)
|
||
(“Gongqingcheng SENASIC ”)
|
||
2,830,980 2,830,980 0.75% 0.75% 16 June 2027 (1) (3)
|
||
Subtotal 105,018,320 105,018,320 27.71% 27.71%
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
Notes:
|
||
1. For illustrative purposes only, this subsection lists only those members of the Single Largest Group of
|
||
Shareholders who hold Shares directly in the Company. Pursuant to Rule 10.07 of the Listing Rules, each
|
||
member of the Single Largest Group of Shareholders (namely, Dr. Li, Mr. Li, Shanghai Chuangyingrui,
|
||
Shanghai Ruixinchuang, Shanghai Yaojun (as defined below) and Gongqingcheng SENASIC) has undertaken
|
||
to the Stock Exchange and the Company that, except in connection with the Global Offering (including the
|
||
Over-allotment Option), he/it will not, and will procure that the relevant registered holder(s) will not, without
|
||
the prior written consent of the Joint Sponsor-OCs and unless otherwise in compliance with the applicable
|
||
requirements of the Listing Rules: in the period commencing on the date by reference to which disclosure of its
|
||
shareholdings in the Company is made in the Prospectus and ending on the date which is six months from the
|
||
Listing Date, either directly or indirectly, dispose of, nor enter into any agreement to dispose of or otherwise
|
||
create any options, rights, interests or encumbrances in respect of, any of the securities of the Company that
|
||
he/it is shown to beneficially own in the Prospectus. For further details, please refer to the section headed
|
||
“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Undertakings to
|
||
the Stock Exchange pursuant to the Listing Rules – Undertakings by the Single Largest Group of Shareholders ”
|
||
in the Prospectus.
|
||
2. As of the date of this announcement, Dr. Li and Mr. Li, by virtue of the acting-in-concert arrangement, were
|
||
collectively interested in approximately controlled 32.25% of the total issued share capital, comprising: (1)
|
||
approximately 10.48% of the total issued share capital directly held by Dr. Li; (2) approximately 4.17% of the
|
||
total issued share capital directly held by Mr. Li; (3) approximately 9.10% and 7.63% of the total issued share
|
||
capital controlled by Dr. Li through Shanghai Chuangyingrui and Shanghai Ruixinchuang, respectively, both
|
||
of which are the ESOP Platforms and controlled by Dr. Li; and (4) approximately 0.87% of the total issued
|
||
share capital controlled by Dr. Li through Gongqingcheng SENASIC, being managed by Shanghai Yaojun
|
||
Management Consulting Co., Ltd. (ʮ̡ ) ( “Shanghai Yaojun ”), a holding company
|
||
wholly-owned by Dr. Li. Upon the Listing, without taking into account any Shares that may be issued upon
|
||
exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, Dr. Li and Mr.
|
||
Li will be entitled to, directly and indirectly through Shanghai Chuangyingrui, Shanghai Ruixinchuang,
|
||
Shanghai Yaojun and Gongqingcheng SENASIC, exercise 27.71% voting rights in the Company. Therefore,
|
||
upon the Listing, Dr. Li, Mr. Li, Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai Yaojun and
|
||
Gongqingcheng SENASIC will become the Single Largest Group of Shareholders.
|
||
3. According to the PRC Company Law, all existing Shareholders (including the Single Largest Group of
|
||
Shareholders) are subject to a lock-up period of 12 months following the Listing Date.
|
||
4. The relevant number of shares and percentage are calculated without taking into account of any Shares that
|
||
may be issued upon exercise of the Over-allotment Option or the options under the 2026 Pre-IPO Share Option
|
||
Scheme.
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
Other Existing Shareholders (other than the Single Largest Group of Shareholders and
|
||
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
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing (1)
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing(1)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (2)
|
||
Gongqingcheng Yingruichuang Investment
|
||
Partnership (Limited Partnership) (
|
||
ቚ௴ҳ༟ΥྫΆุ (Υྫ ))
|
||
(“Gongqingcheng Yingruichuang ”)
|
||
6,388,320 6,388,320 1.69% 1.69% 16 June 2027
|
||
China State-Owned Enterprise Mixed-Ownership
|
||
Reform Fund Co., Ltd. (ה
|
||
ʮ̡ )
|
||
19,701,600 19,701,600 5.20% 5.20% 16 June 2027
|
||
Hangzhou Chuangqian Investment Partnership
|
||
(Limited Partnership) (ψ௴৻ҳ༟ΥྫΆ
|
||
ุ(Υྫ ))
|
||
19,547,160 19,547,160 5.16% 5.16% 16 June 2027
|
||
Changjiang Chendao (Hubei) New Energy
|
||
Industry Investment Partnership (Limited
|
||
Partnership) (Ϫો༸ (ಳ̏)อঐ๕ପุҳ
|
||
༟ΥྫΆุ (Υྫ ))
|
||
8,294,100 8,294,100 2.19% 2.19% 16 June 2027
|
||
Yibin Lvneng Equity Investment Partnership
|
||
(Limited Partnership) (ᛆҳ༟Υ
|
||
ྫΆุ(Υྫ ))
|
||
5,182,380 5,182,380 1.37% 1.37% 16 June 2027
|
||
Yibin Chendao New Energy Industry Equity
|
||
Investment Partnership (Limited Partnership)
|
||
(ᛆҳ༟ΥྫΆุ (Ϟ
|
||
Υྫ))
|
||
2,421,600 2,421,600 0.64% 0.64% 16 June 2027
|
||
China Venture Capital Xinzhi Equity Investment
|
||
Fund (Guangzhou) Partnership (Limited
|
||
Partnership) (ږ( ᄿ
|
||
ψ)ΥྫΆุ (Υྫ ))
|
||
14,109,340 14,109,340 3.72% 3.72% 16 June 2027
|
||
Qingdao Huaxinchuangyuan Venture Capital
|
||
Center (Limited Partnership) (ࡡ
|
||
௴ุҳ༟ʕː (Υྫ ))
|
||
12,039,300 12,039,300 3.18% 3.18% 16 June 2027
|
||
Xiamen Jianfa Emerging Industry Equity
|
||
Investment No.16 Partnership Enterprise
|
||
(Limited Partnership) (ٰ
|
||
ΥྫΆุ (Υྫ ))
|
||
5,934,880 5,934,880 1.57% 1.57% 16 June 2027
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
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 (1)
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing(1)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (2)
|
||
Xiamen Jianfa Changrong No. 2 Equity
|
||
Investment Partnership (Limited Partnership)
|
||
(ᛆҳ༟ΥྫΆุ (ࠢ
|
||
Υྫ))
|
||
1,978,300 1,978,300 0.52% 0.52% 16 June 2027
|
||
Qingdao Shangqi Huizhu Zhanxin Industry
|
||
Investment Fund Partnership (Limited
|
||
Partnership) (☃ිᛟอପุҳ༟ਿ
|
||
ΥྫΆุ (Υྫ ))
|
||
3,091,540 3,091,540 0.82% 0.82% 16 June 2027
|
||
Foshan Shangqi Delian Automotive Equity
|
||
Investment Partnership (Limited Partnership)
|
||
(ᛆҳ༟ΥྫΆุ (ࠢ
|
||
Υྫ))
|
||
2,478,480 2,478,480 0.65% 0.65% 16 June 2027
|
||
Ningbo Meishan Bonded Port Zone Jiechuang
|
||
Equity Investment Partnership (Limited
|
||
Partnership) (ᛆҳ
|
||
༟ΥྫΆุ (Υྫ ))
|
||
1,239,240 1,239,240 0.33% 0.33% 16 June 2027
|
||
Geely Gongchuang No. 5 Investment (Tianjin)
|
||
Partnership (Limited Partnership) ( Λл௴
|
||
ͼҳ༟ (ݵ)ΥྫΆุ (Υྫ ))
|
||
6,767,040 6,767,040 1.79% 1.79% 16 June 2027
|
||
Hai Feng Investment Holding Limited ҳ
|
||
ʮ̡
|
||
20,963,160 20,963,160 5.53% 5.53% 16 June 2027
|
||
Shenzhen Nanshan Hongtai Equity Investment
|
||
Fund Partnership (Limited Partnership) ( ଉέ
|
||
ΥྫΆุ (Υྫ ))
|
||
12,747,660 12,747,660 3.36% 3.36% 16 June 2027
|
||
Suzhou Jiyuan Haoyue Venture Capital
|
||
Partnership (Limited Partnership) (๕
|
||
ೱ˜௴ุҳ༟ΥྫΆุ (Υྫ ))
|
||
5,656,320 5,656,320 1.49% 1.49% 16 June 2027
|
||
Suzhou Jiyuan Haoyuan Venture Capital
|
||
Partnership (Limited Partnership) (๕
|
||
ೱʩ௴ุҳ༟ΥྫΆุ (Υྫ ))
|
||
4,194,480 4,194,480 1.11% 1.11% 16 June 2027
|
||
Zhuhai Gejin Guangfa Xinde Phase III
|
||
Technology Venture Capital Fund (Limited
|
||
Partnership) (Ҧ௴
|
||
ږ( Υྫ ))
|
||
4,478,300 4,478,300 1.18% 1.18% 16 June 2027
|
||
Dongguan Guangfa Xinde Phase I Technology
|
||
Venture Investment Partnership (Limited
|
||
Partnership) (Ҧ௴ุҳ
|
||
༟ΥྫΆุ (Υྫ ))
|
||
2,786,500 2,786,500 0.74% 0.74% 16 June 2027
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
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 (1)
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing(1)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (2)
|
||
Ningbo Meishan Bonded Port Area Cenyu
|
||
Venture Capital Partnership (Limited
|
||
Partnership) (ಥਜҊС௴ุҳ
|
||
༟ΥྫΆุ (Υྫ ))
|
||
6,143,760 6,143,760 1.62% 1.62% 16 June 2027
|
||
Gongqingcheng Changshun Zhiying Venture
|
||
Capital Partnership (Limited Partnership) (
|
||
ഭ౽ᙊ௴ุҳ༟ΥྫΆุ (Υྫ ))
|
||
5,260,260 5,260,260 1.39% 1.39% 16 June 2027
|
||
Shanghai Pudong Haiwang Integrated Circuit
|
||
Industry Private Equity Fund Partnership
|
||
Enterprise (Limited Partnership) (ऎ
|
||
ΥྫΆุ (Υ
|
||
ྫ))
|
||
4,925,400 4,925,400 1.30% 1.30% 16 June 2027
|
||
Shanghai Baolong Automotive Corporation ( ɪ
|
||
ʮ̡ )
|
||
4,824,900 4,824,900 1.27% 1.27% 16 June 2027
|
||
Guangdong Guangqi Yuexiu Zhiyuan Industrial
|
||
Investment Fund Partnership (Limited
|
||
Partnership) (ᄿຩ൳Ӹ౽๕ପุҳ༟ਿ
|
||
ΥྫΆุ (Υྫ ))
|
||
2,312,820 2,312,820 0.61% 0.61% 16 June 2027
|
||
Guangdong Guangqi Zhiyuan No. 6 Equity
|
||
Investment Partnership (Limited Partnership)
|
||
(ᛆҳ༟ΥྫΆุ (ࠢ
|
||
Υྫ))
|
||
2,312,820 2,312,820 0.61% 0.61% 16 June 2027
|
||
Mr. Zhou Yongsen ( մ͑ಌ) 4,625,580 4,625,580 1.22% 1.22% 16 June 2027
|
||
Mr. Ying Ting (࣎4,485,180 4,485,180 1.18% 1.18% 16 June 2027
|
||
Nanjing Jinti Venture Investment Partnership
|
||
(Limited Partnership) (௴ุҳ༟Υ
|
||
ྫΆุ(Υྫ ))
|
||
4,304,520 4,304,520 1.14% 1.14% 16 June 2027
|
||
Ma’anshan Huachun Baoxin Zhixin Equity
|
||
Investment Partnership (Limited Partnership)
|
||
(ᛆҳ༟ΥྫΆุ (Ϟ
|
||
Υྫ))
|
||
3,135,420 3,135,420 0.83% 0.83% 16 June 2027
|
||
Zhuhai Huajin Lingyi Emerging Technology
|
||
Industry Investment Fund (Limited
|
||
Partnership) (Ҧପุҳ
|
||
ږ(Υྫ ))
|
||
3,092,880 3,092,880 0.82% 0.82% 16 June 2027
|
||
Zhuhai Huajin Shangying No. 7 Equity
|
||
Investment Fund Partnership (Limited
|
||
Partnership) (ᛆҳ༟ਿ
|
||
ΥྫΆุ (Υྫ ))
|
||
42,540 42,540 0.01% 0.01% 16 June 2027
|
||
|
||
|
||
--- page 15 ---
|
||
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
|
||
% of total issued
|
||
H Shares after
|
||
the Global
|
||
Offering subject
|
||
to lock-up
|
||
undertakings
|
||
upon Listing (1)
|
||
% of shareholding
|
||
in the Company
|
||
subject to lock-up
|
||
undertakings upon
|
||
Listing(1)
|
||
Last day subject
|
||
to the lock-up
|
||
undertakings (2)
|
||
Beijing Guoqi Intelligent Connected Vehicle
|
||
Industry Investment Center (Limited
|
||
Partnership) ( ̏ԯӛ౽ঐၣᑌӛԓପุҳ
|
||
༟ʕː(Υྫ ))
|
||
2,955,240 2,955,240 0.78% 0.78% 16 June 2027
|
||
Shenzhen Huiyue Growth Investment Fund
|
||
Enterprise (L.P.) (ږ
|
||
Άุ(Υྫ ))
|
||
2,220,360 2,220,360 0.59% 0.59% 16 June 2027
|
||
Shenzhen Tianhui Growth Investment Fund
|
||
Enterprise (L.P.) (ږ
|
||
Άุ(Υྫ ))
|
||
634,380 634,380 0.17% 0.17% 16 June 2027
|
||
Shihezi Mingzhao Equity Investment
|
||
Management Co., Ltd. (ᛆҳ
|
||
ʮ̡ )
|
||
2,813,580 2,813,580 0.74% 0.74% 16 June 2027
|
||
Qufu Tianbo Investment Co., Ltd. (˂௹ҳ
|
||
ʮ̡ )
|
||
2,577,780 2,577,780 0.68% 0.68% 16 June 2027
|
||
Hainan Shuangyi Hengrun Investment
|
||
Partnership (Limited Partnership) (ᕐɓ
|
||
ፅᆗҳ༟ΥྫΆุ (Υྫ ))
|
||
2,421,600 2,421,600 0.64% 0.64% 16 June 2027
|
||
Ningbo Meishan Bonded Port Area Thriving
|
||
Venture Capital Partnership (Limited
|
||
Partnership) (ಥਜ൴ጳ௴ุҳ
|
||
༟ΥྫΆุ (Υྫ )
|
||
829,380 829,380 0.22% 0.22% 16 June 2027
|
||
Shanghai Changshun Jianye Consulting
|
||
Management Co., Ltd. (ุፔ༔၍
|
||
ʮ̡ )
|
||
486,840 486,840 0.13% 0.13% 16 June 2027
|
||
Ms. Xu Jianming (ܔࢱ122,880 122,880 0.03% 0.03% 16 June 2027
|
||
Suzhou Junwang Chuangxin No. 2 Investment
|
||
Partnership (Limited Partnership) ( ᘽψ⪯ૐ
|
||
൩ҳ༟ΥྫΆุ (Υྫ ))
|
||
88,680 88,680 0.02% 0.02% 16 June 2027
|
||
Subtotal 220,616,500 220,616,500 58.20% 58.20%
|
||
Notes:
|
||
1. The relevant number of shares and percentage are calculated without taking into account of any Shares that
|
||
may be issued upon exercise of the Over-allotment Option or the options under the 2026 Pre-IPO Share Option
|
||
Scheme.
|
||
2. 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 16 ---
|
||
16
|
||
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 23,980,000 49.89% 44.90% 23,980,000 6.33%
|
||
Top 5 34,626,600 72.04% 64.84% 34,626,600 9.14%
|
||
Top 10 42,197,200 87.79% 79.01% 42,197,200 11.13%
|
||
Top 25 50,202,800 104.45% 94.00% 55,027,700 14.52%
|
||
Note:
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
** Before any exercise of the Over-allotment Option or the options under the 2026 Pre-IPO Share Option Scheme.
|
||
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% 105,018,320 27.71% 105,018,320
|
||
Top 5 23,980,000 49.89% 44.90% 189,210,240 49.92% 189,210,240
|
||
Top 10 23,980,000 49.89% 44.90% 253,855,420 66.97% 253,855,420
|
||
Top 25 29,268,000 60.89% 54.80% 336,616,680 88.81% 336,616,680
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
** Before any exercise of the Over-allotment Option or the options under the 2026 Pre-IPO Share Option Scheme.
|
||
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% 105,018,320 105,018,320 27.71%
|
||
Top 5 23,980,000 49.89% 44.90% 189,210,240 189,210,240 49.92%
|
||
Top 10 23,980,000 49.89% 44.90% 253,855,420 253,855,420 66.97%
|
||
Top 25 29,268,000 60.89% 54.80% 336,616,680 336,616,680 88.81%
|
||
Note
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
|
||
** Before any exercise of the Over-allotment Option or the options under the 2026 Pre-IPO Share Option Scheme.
|
||
|
||
|
||
--- page 17 ---
|
||
17
|
||
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:
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications
|
||
Pool A Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied forBasis of allocation/ballot
|
||
200 37,986 760 out of 37,986 applicants to receive 200 H Shares 2.00%
|
||
400 26,025 542 out of 26,025 applicants to receive 200 H Shares 1.04%
|
||
600 8,065 195 out of 8,065 applicants to receive 200 H Shares 0.81%
|
||
800 4,363 118 out of 4,363 applicants to receive 200 H Shares 0.68%
|
||
1,000 6,328 185 out of 6,328 applicants to receive 200 H Shares 0.58%
|
||
1,200 3,405 107 out of 3,405 applicants to receive 200 H Shares 0.52%
|
||
1,400 2,501 83 out of 2,501 applicants to receive 200 H Shares 0.47%
|
||
1,600 2,875 100 out of 2,875 applicants to receive 200 H Shares 0.43%
|
||
1,800 2,429 89 out of 2,429 applicants to receive 200 H Shares 0.41%
|
||
2,000 15,449 584 out of 15,449 applicants to receive 200 H Shares 0.38%
|
||
3,000 6,207 273 out of 6,207 applicants to receive 200 H Shares 0.29%
|
||
4,000 4,475 219 out of 4,475 applicants to receive 200 H Shares 0.24%
|
||
5,000 8,237 437 out of 8,237 applicants to receive 200 H Shares 0.21%
|
||
6,000 3,172 180 out of 3,172 applicants to receive 200 H Shares 0.19%
|
||
7,000 2,100 127 out of 2,100 applicants to receive 200 H Shares 0.17%
|
||
8,000 2,840 180 out of 2,840 applicants to receive 200 H Shares 0.16%
|
||
9,000 4,749 314 out of 4,749 applicants to receive 200 H Shares 0.15%
|
||
10,000 11,485 788 out of 11,485 applicants to receive 200 H Shares 0.14%
|
||
20,000 7,515 667 out of 7,515 applicants to receive 200 H Shares 0.09%
|
||
30,000 5,271 544 out of 5,271 applicants to receive 200 H Shares 0.07%
|
||
40,000 3,976 456 out of 3,976 applicants to receive 200 H Shares 0.06%
|
||
50,000 4,299 536 out of 4,299 applicants to receive 200 H Shares 0.05%
|
||
60,000 3,037 405 out of 3,037 applicants to receive 200 H Shares 0.04%
|
||
70,000 2,160 305 out of 2,160 applicants to receive 200 H Shares 0.04%
|
||
80,000 2,249 334 out of 2,249 applicants to receive 200 H Shares 0.04%
|
||
90,000 1,686 261 out of 1,686 applicants to receive 200 H Shares 0.03%
|
||
100,000 12,727 2,049 out of 12,727 applicants to receive 200 H Shares 0.03%
|
||
200,000 12,076 2,514 out of 12,076 applicants to receive 200 H Shares 0.02%
|
||
Total 207,687 Total number of Pool A successful applicants: 13,352
|
||
|
||
|
||
--- page 18 ---
|
||
18
|
||
Number of
|
||
H Shares
|
||
applied for
|
||
Number
|
||
of valid
|
||
applications
|
||
Pool B Approximate
|
||
percentage
|
||
allotted of the
|
||
total number
|
||
of H Shares
|
||
applied forBasis of allocation/ballot
|
||
300,000 10,810 3,243 out of 10,810 applicants to receive 200 H Shares 0.02%
|
||
400,000 4,077 1,418 out of 4,077 applicants to receive 200 H Shares 0.02%
|
||
500,000 2,730 1,065 out of 2,730 applicants to receive 200 H Shares 0.02%
|
||
600,000 2,051 878 out of 2,051 applicants to receive 200 H Shares 0.01%
|
||
700,000 1,282 594 out of 1,282 applicants to receive 200 H Shares 0.01%
|
||
800,000 1,265 628 out of 1,265 applicants to receive 200 H Shares 0.01%
|
||
900,000 820 433 out of 820 applicants to receive 200 H Shares 0.01%
|
||
1,000,000 2,996 1,667 out of 2,996 applicants to receive 200 H Shares 0.01%
|
||
1,500,000 1,447 992 out of 1,447 applicants to receive 200 H Shares 0.01%
|
||
2,000,000 889 706 out of 889 applicants to receive 200 H Shares 0.01%
|
||
2,670,400 1,876 1,728 out of 1,876 applicants to receive 200 H Shares 0.01%
|
||
Total 30,243 Total number of Pool B successful applicants: 13,352
|
||
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.
|
||
Placing to a close associate of an existing shareholder as cornerstone investor with a waiver
|
||
under Rule 10.04 and consent under paragraph 1C(2) of the Placing Guidelines
|
||
The Company has applied for a waiver under Rule 10.04 of the Listing Rules and a consent under
|
||
paragraph 1C(2) of Appendix F1 to the Listing Rules, to permit a close associate of an existing
|
||
shareholder to participate as cornerstone investor in the Global Offering to subscribe for the Offer
|
||
Shares to be issued by the Company under the International Offering. The Stock Exchange has
|
||
agreed to grant the requested waiver and consent subject to the conditions that:
|
||
(i) Baolong Automotive has been a shareholder of the Company for more than five years.
|
||
Longwei HK, being the wholly owned subsidiary of Baolong Automotive, is familiar with the
|
||
Company ’s business operations and development. Longwei HK ’s proposed participation in
|
||
the Global Offering reflects Baolong Automotive ’s continued interest in the Company ’s long-
|
||
term development;
|
||
|
||
|
||
--- page 19 ---
|
||
19
|
||
(ii) the Offer Shares to be subscribed by and allotted to Longwei HK under the Global Offering
|
||
will be allotted at the Offer Price;
|
||
(iii) the Company and the Overall Coordinators have confirmed in writing that no preferential
|
||
treatment has been, nor will be, given to Baolong Automotive or Longwei HK by virtue of
|
||
their relationship with the Company in any allocation in the placing tranche of the Global
|
||
Offering other than the preferential treatment of assured entitlement under a cornerstone
|
||
investment following the principles set out in Chapter 4.15 of the Guide;
|
||
(iv) the Company has confirmed that the Longwei HK ’s cornerstone investment agreement does
|
||
not contain any material terms which are more favourable to Baolong Automative or Longwei
|
||
HK than those in other cornerstone investment agreements;
|
||
(v) the Joint Sponsors have confirmed that to the best of their knowledge and belief, they have
|
||
no reason to believe that Baolong Automotive or Longwei HK received any preferential
|
||
treatment in any allocation in the placing tranche of the Global Offering as a cornerstone
|
||
investor by virtue of their relationship 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 details of the allocation will be disclosed in the Company ’s
|
||
allotment results announcement; and
|
||
(vi) the Joint Sponsors have further confirmed that based on their (a) discussions with the
|
||
Company; (b) review of the Company ’s latest shareholding chart; (c) review of the relevant
|
||
corporate documents and agreements,
|
||
(a) Baolong Automotive (1) has less than 5% voting rights in the Company immediately
|
||
before the Global Offering; (2) is not, and, together with Longwei HK, will not be,
|
||
a core connected person of the Company or its close associate immediately prior to
|
||
or following the Global Offering; and (3) does not have the power to appoint the
|
||
Company ’s directors or any other special rights upon the Listing; and
|
||
(b) the allocation to Longwei HK will not affect the Company ’s ability to satisfy the public
|
||
float requirement under Rule 19A.13A(1) of the Listing Rules.
|
||
Please refer to the section headed “Waivers and Exemptions – Subscriptions of offer shares by a
|
||
close associate of an existing shareholder as cornerstone investor ” in the Prospectus for further
|
||
details of the waiver and consent.
|
||
|
||
|
||
--- page 20 ---
|
||
20
|
||
Placing to connected clients with consents under paragraph 1C(1) of the Placing Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to connected clients of certain
|
||
distributors pursuant to the Placing Guidelines. Details of the placement to connected clients are
|
||
set out below:
|
||
No.
|
||
Connected
|
||
Clients
|
||
Connected
|
||
Distributor
|
||
Relationship
|
||
between the
|
||
Connected Client
|
||
and the Connected
|
||
Distributor
|
||
Whether the
|
||
Connected Client
|
||
will hold the
|
||
beneficial interests
|
||
of the Offer
|
||
Shares on a non-
|
||
discretionary basis
|
||
or discretionary
|
||
basis for
|
||
independent
|
||
third parties
|
||
Number of
|
||
H Shares to
|
||
be allocated
|
||
Approximate
|
||
percentage of
|
||
Offer Shares in
|
||
the Global
|
||
Offering(7)
|
||
Approximate
|
||
percentage of
|
||
the total issued
|
||
share capital
|
||
immediately
|
||
following
|
||
completion of the
|
||
Global
|
||
Offering(7)
|
||
1 SSIF Asset
|
||
Management
|
||
SPC-SSI &
|
||
Affluence Capital
|
||
IPO Strategy
|
||
Opportunity
|
||
Segregated
|
||
Portfolio (1)
|
||
Shanxi Securities
|
||
International
|
||
Limited ( “SSI”)
|
||
SSI is a syndicate member
|
||
who places securities of the
|
||
Company in relation to the
|
||
Global Offering; SSI and
|
||
Shanxi Securities International
|
||
Asset Management Limited
|
||
(“SSIAM ”) are both ultimately
|
||
controlled by Shanxi Securities
|
||
International Financial
|
||
Holdings ( “SSIFH”). The
|
||
subscribing investor is SSIF
|
||
Asset Management SPC-
|
||
SSI & Affluence Capital IPO
|
||
Strategy Opportunity Segregated
|
||
Portfolio, a segregated portfolio
|
||
managed by SSIF ASSET
|
||
MANAGEMENT SPC which
|
||
is controlled by SSIAM.
|
||
Accordingly, this segregated
|
||
portfolio fund is considered
|
||
as a “connected client ” of SSI
|
||
pursuant to paragraph 1B of
|
||
the Appendix F1 to the Listing
|
||
Rules.
|
||
Discretionary basis 54,400 0.10% 0.01%
|
||
|
||
|
||
--- page 21 ---
|
||
21
|
||
No.
|
||
Connected
|
||
Clients
|
||
Connected
|
||
Distributor
|
||
Relationship
|
||
between the
|
||
Connected Client
|
||
and the Connected
|
||
Distributor
|
||
Whether the
|
||
Connected Client
|
||
will hold the
|
||
beneficial interests
|
||
of the Offer
|
||
Shares on a non-
|
||
discretionary basis
|
||
or discretionary
|
||
basis for
|
||
independent
|
||
third parties
|
||
Number of
|
||
H Shares to
|
||
be allocated
|
||
Approximate
|
||
percentage of
|
||
Offer Shares in
|
||
the Global
|
||
Offering(7)
|
||
Approximate
|
||
percentage of
|
||
the total issued
|
||
share capital
|
||
immediately
|
||
following
|
||
completion of the
|
||
Global
|
||
Offering(7)
|
||
2 CITIC Securities
|
||
International
|
||
Capital
|
||
Management
|
||
Limited
|
||
(“CSICM”) (2)
|
||
CITIC Securities
|
||
Brokerage (HK)
|
||
Limited ( “CITIC
|
||
Brokerage ”)
|
||
CSICM is a member of the same
|
||
group of companies as CITIC
|
||
Brokerage. Accordingly, CSICM
|
||
is considered as a “connected
|
||
client ” of CITIC Brokerage
|
||
pursuant to paragraph 1B of
|
||
the Appendix F1 to the Listing
|
||
Rules.
|
||
Non – discretionary
|
||
basis
|
||
400,000 0.75% 0.11%
|
||
3 Guotai Junan
|
||
Investments
|
||
(Hong Kong)
|
||
Limited
|
||
(“GTJAI”) (3)
|
||
Guotai Junan
|
||
Securities (Hong
|
||
Kong) Limited
|
||
(“GTJAS ”)
|
||
GTJA Investment is a member
|
||
of the same group of GTJAS.
|
||
Accordingly, GTJAI is
|
||
considered as a “connected
|
||
client ” of GTJAS pursuant to
|
||
paragraph 1B of the Appendix
|
||
F1 to the Listing Rules.
|
||
Non – discretionary
|
||
basis
|
||
544,600 1.02% 0.14%
|
||
4 E Fund
|
||
Management
|
||
(Hong Kong) Co,
|
||
Ltd. ( “E Fund
|
||
HK”) (4)
|
||
GF Securities
|
||
(Hong Kong)
|
||
Brokerage
|
||
Limited
|
||
(“GFSHK ”)
|
||
E Fund HK is a member of
|
||
the same group of companies
|
||
as GFSHK. Accordingly, E
|
||
Fund HK is considered as a
|
||
“connected client ” of GFSHK
|
||
pursuant to paragraph 1B of
|
||
the Appendix F1 to the Listing
|
||
Rules.
|
||
Discretionary basis 3,400 0.01% 0.00%
|
||
5 China Asset
|
||
Management
|
||
(Hong Kong)
|
||
Limited ( “China
|
||
AM HK ”) (5)
|
||
CITIC Securities
|
||
Brokerage (HK)
|
||
Limited ( “CITIC
|
||
Brokerage ”)
|
||
China AM HK is a member
|
||
of the same group of CITIC
|
||
Brokerage. Accordingly, China
|
||
AM HK is considered as a
|
||
“connected client ” of CITIC
|
||
Brokerage pursuant to paragraph
|
||
1B of the Appendix F1 to the
|
||
Listing Rules.
|
||
Discretionary basis 3,400 0.01% 0.00%
|
||
6 Huatai Capital
|
||
Investment
|
||
Limited
|
||
(“HTCI”) (6)
|
||
Huatai Financial
|
||
Holdings (Hong
|
||
Kong) Limited
|
||
(“HTFH”)
|
||
HTCI is a member of the same
|
||
group of companies as HTFH.
|
||
Accordingly, HTCI is considered
|
||
as a “connected client ” of HTFH
|
||
pursuant to paragraph 1B of
|
||
the Appendix F1 to the Listing
|
||
Rules.
|
||
Non – discretionary
|
||
basis
|
||
871,400 1.63% 0.23%
|
||
|
||
|
||
--- page 22 ---
|
||
22
|
||
Note:
|
||
(1) SSIF Asset Management SPC-SSI & Affluence Capital IPO Strategy Opportunity Segregated Portfolio
|
||
It is proposed that SSIF Asset Management SPC-SSI & Affluence Capital IPO Strategy Opportunity Segregated
|
||
Portfolio (the segregated portfolio established under SSIF ASSET MANAGEMENT SPC) participates as placee to
|
||
subscribe for the Offer Shares under the International Offering (the “Fund Subscription ”).
|
||
In relation to the Fund Subscription, SSIF Asset Management SPC-SSI & Affluence Capital IPO Strategy Opportunity
|
||
Segregated Portfolio will hold the Offer Shares on a discretionary basis, with Shanxi Securities International Asset
|
||
Management Limited ( “SSIAM ”) acting as its discretionary fund manager on behalf of numerous independent third-
|
||
party investors of the portfolio.
|
||
This segregated portfolio is a registered collective mutual fund; there is no single ultimate beneficial owner holding
|
||
30% or more interest in the portfolio, and no natural person exercises sole control over the fund.
|
||
SSIF Asset Management SPC-SSI & Affluence Capital IPO Strategy Opportunity Segregated Portfolio has confirmed
|
||
that, to the best of its knowledge, all underlying investors of the segregated portfolio fund are independent third parties
|
||
of (a) the Company, the connected persons or the associates thereof; and (b) SSIF Asset Management SPC-SSI &
|
||
Affluence Capital IPO Strategy Opportunity Segregated Portfolio, SSIAM, SSI, SSIFH and the companies which are
|
||
members of the same group of companies as SSIFH.
|
||
(2) CSICM
|
||
CSICM will act as the single counterparty of a back-to-back total return swap transaction (the “CSICM Back-to-
|
||
back TRS ”) to be entered into by CSICM in connection with a total return swap order (the “CSICM Client TRS ”)
|
||
placed by its ultimate client (the “CSICM Ultimate Client ”), by which CSICM will pass the full economic exposure
|
||
of the Offer Shares placed to CSICM to the CSICM Ultimate Client. CSICM will hold the beneficial interest of the
|
||
Offer Shares on behalf of the CSICM Ultimate Client on a non-discretionary basis. The CSICM Ultimate Client may
|
||
exercise an early termination right to early terminate the CSICM Client TRS at any time from the trade date of the
|
||
CSICM Client TRS which should be on or after the date on which the Offer Shares are listed on the Stock Exchange.
|
||
Upon the final maturity or termination of the CSICM Client TRS by the CSICM Ultimate Client, CSICM will dispose
|
||
of the Offer Shares on the secondary market and the CSICM Ultimate Client will receive a final termination amount
|
||
of the CSICM Back-to-back TRS which should have taken into account all the economic returns or economic loss in
|
||
relation to the Offer Shares and the fixed amount of transaction fees of the CSICM Back-to-back TRS and the CSICM
|
||
Client TRS. CSICM will not exercise the voting right of the Offer Shares during the terms of the CSICM Back-to-back
|
||
TRS.
|
||
The CSICM Ultimate Client is Beevest Capital Management Limited – Global Multi Alpha Fund SP. The general
|
||
partner of the CSICM Ultimate Client is Beevest Capital Management Limited which is in turn held as to more than
|
||
30% by Zeng Shuzhen (ޜThe limited partner holding 30% or more interest in the CSICM Ultimate Client is
|
||
Zeng Shuzhen (ޜ.)
|
||
CSICM has confirmed that, to the best of their knowledge, (i) each of the CSICM Ultimate Client and the ultimate
|
||
beneficial owners holding 30% or more interest of the CSICM Ultimate Client listed above is an independent third
|
||
party of (a) the Company, its subsidiaries, the connected persons or the associates thereof; and (b) CSICM, CITIC
|
||
Brokerage and the companies which are members of the same group of companies as CITIC Brokerage.
|
||
(3) GTJAI
|
||
It is proposed that Guotai Junan Investments (Hong Kong) Limited ( “GTJAI ”) participates as placee to subscribe for
|
||
the Offer Shares under the International Offering (the “GTJAI Subscription ”). GTJAI is a member of the same group
|
||
of companies as Guotai Junan Securities (Hong Kong) Limited ( “GTJAS ”) and is considered as a connected client of
|
||
GTJAS pursuant to paragraph 1B(7) of the Placing Guidelines.
|
||
|
||
|
||
--- page 23 ---
|
||
23
|
||
In relation to the GTJAI Subscription, GTJAI shall hold the Offer Shares for hedging purpose as the single underlying
|
||
asset of a set of back-to-back total return swap transaction (the “GTHT Back-to-back TRS ”) to be entered into
|
||
between GTJAI and Guotai Haitong Securities Co., Ltd. (the “GTHT Onshore Parent ”) in connection with a total
|
||
return swap order (the “GTHT Client TRS ”) to be entered into by GTHT Onshore Parent and the ultimate client
|
||
(the “GTHT Onshore Ultimate Client ”), respectively. Such GTHT Client TRS is to be fully funded by the GTHT
|
||
Onshore Ultimate Client. GTJAI will hold the Offer Shares on a non-discretionary basis for the purpose of hedging
|
||
the economic exposure under the GTHT Back-to-back TRS and GTHT Client TRS only, During the tenor of the
|
||
GTHT Client TRS, all economic returns of the Offer Shares will be passed to the GTHT Onshore Ultimate Client and
|
||
all economic losses shall be borne by the GTHT Onshore Ultimate Client, subject to the terms and conditions of the
|
||
GTHT Back-to-back TRS and GTHT Client TRS, and GTJAI will not take part in any economic return or bear any
|
||
economic loss in relation to the price of the Offer Shares. The GTHT Onshore Ultimate Client may request to redeem
|
||
the Offer Shares at their own discretion, upon which GTJAI shall dispose of the Offer Shares and settle the GTHT
|
||
Back-to-back TRS and GTHT Client TRS in cash in accordance with the terms and conditions of the GTHT Back-
|
||
to-back TRS and GTHT Client TRS documents. Due to its internal policy, GTJAI will not exercise the voting right
|
||
attaching to the Offer Shares during the tenor of the GTHT Back-to-back TRS and GTHT Client TRS.
|
||
To the best knowledge, information and belief of GTJA Investments after due enquiry, the GTHT Onshore Ultimate
|
||
Clients and their respective ultimate beneficial owners holding 30% or more interest include:
|
||
GTHT Onshore
|
||
Ultimate Clients
|
||
Ultimate Beneficial
|
||
Owners ( “UBO”) Remarks
|
||
ʮ̡ Ñ
|
||
ږ
|
||
Beijing Zhiyuzhishan Investment
|
||
Management Co,Ltd-Zhiyuzhishan
|
||
Private Fund
|
||
ҽᔮ LI FENG (National ID:
|
||
420102196104121450)
|
||
UBO with over 30% interest
|
||
To the best knowledge of GTJAI and after making all reasonable enquiries, (i) GTJA Investments has confirmed
|
||
that, to the best of their knowledge, each of the GTJA Onshore Ultimate Clients and the ultimate beneficial owners
|
||
holding 30% or more interest of the GTJA Onshore Ultimate Clients listed above is an independent third party of
|
||
GTJA Investments, GTJAS and the companies which are members of the same group of companies as GTJAS., and
|
||
(ii) GTJAI is not a collective investment scheme which is not authorised by the SFC nor is expected to hold the Offer
|
||
Shares on behalf of such scheme.
|
||
(4) E Fund HK
|
||
E Fund HK will hold the Offer Shares for and on behalf of their underlying clients (the “E Fund HK Ultimate
|
||
Clients ”) on a discretionary basis. To the best knowledge of E Fund HK and after making all reasonable enquiries,
|
||
each of the E Fund HK Ultimate Clients is independent from the Company, its subsidiaries, its substantial shareholders,
|
||
GFSHK, E Fund HK and the companies which are members of the same group of companies as GFSHK. There is no
|
||
single ultimate beneficial owner holding 30% or more interest in the portfolio, and no natural person exercises sole
|
||
control over the fund.
|
||
(5) China Asset Management (Hong Kong) Limited
|
||
China AMC HK will hold the Offer Shares in its capacity as the discretionary fund manager managing on behalf of
|
||
its underlying clients (the “China AMC HK Underlying Clients ”), each of which is an independent third party of
|
||
the Company. To the best of knowledge of China AMC HK and after making all reasonable enquiries, (i) each of
|
||
the China AMC HK Underlying Clients is an independent third party of the Company, its subsidiaries, its substantial
|
||
shareholders, China AMC HK, CLSA and the companies which are members of the same group of companies as
|
||
CLSA, and (ii) none of CLSA and any companies which are members of the same group of companies as CLSA hold
|
||
any beneficial interest in any of the China AMC HK Underlying Clients.
|
||
|
||
|
||
--- page 24 ---
|
||
24
|
||
The details of the China AMC HK Underlying Client(s) are as follow:
|
||
1. CHINAAMC SELECT GREATER CHINA TECHNOLOGY FUND – 213800N2TIGVZMBIDU43 – To our best
|
||
knowledge, no others investor holds 30% or more interests in the portfolio, and no natural person exercises sole
|
||
control over the fund
|
||
2. CHINAAMC FUND – CHINAAMC CHINA OPPORTUNITIES FUND – 213800LFHQWQ1J2I7875 – Confirm
|
||
no others investor hold 30% or more interest in the same fund
|
||
3. CHINAAMC CHINA FOCUS FUND – 254900G5YFZ5OTQS0G14 – UBO – 72.04% – Manulife (International)
|
||
Limited – 549300E1S6OED3RZ2B22
|
||
4. CHINAAMC CHINA GROWTH FUND (SICAV) – 213800OL1K8299ZA3F59 – UBO 72.71% – Yuanta
|
||
Securities (HK) Company LTD – 3003006CJLCA4YV6DX47
|
||
5. ICBC (ASIA) LTD-CHINAAMC-BSCOMC LTD – 100% hold by BSCOMC Limited
|
||
(6) Huatai Capital Investment Limited
|
||
Huatai Financial Holdings (Hong Kong) Limited ( “HTFH”) is a non-syndicate sub-broker in connection with the
|
||
Global Offering. PRC investors are currently not permitted under applicable PRC laws to participate directly in initial
|
||
public offerings ( “IPOs”) in Hong Kong. However, PRC investors are permitted to invest in products issued by
|
||
appropriate domestic securities firms licensed to undertake cross-border derivatives trading activities. In connection
|
||
with such products, the licensed domestic securities firms, through their Hong Kong affiliates, may participate in Hong
|
||
Kong IPOs either as placees or cornerstone investors (the “Cross-border Derivatives Trading Regime ”).
|
||
Huatai Securities Co., Ltd. ( “Huatai Securities ”), the shares of which are listed on both the Shanghai Stock Exchange
|
||
(stock code: 601688) and the Stock Exchange (stock code: 6886), is one of the domestic securities firms licensed to
|
||
undertake cross-border derivatives trading activities. Huatai Securities entered into an ISDA agreement (the “ISDA
|
||
Agreement ”) with its indirectly wholly-owned subsidiary, HTCI, to set out the principal terms of any future total
|
||
return swap between Huatai Securities and HTCI.
|
||
Pursuant to the ISDA Agreement, HTCI, which intends to participate in the Global Offering as a placee, 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 ”) to be entered by HTCI in connection with a Client TRS (as
|
||
defined below) placed by and fully funded (i.e. with no financing provided by HTCI) by the Huatai Ultimate Client
|
||
(as defined below), 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, which in effect, HTCI will hold the beneficial interest of
|
||
the Offer Shares on behalf of the Huatai Ultimate Client. HTFH and HTCI are indirectly wholly-owned subsidiaries of
|
||
Huatai Securities. Accordingly, HTCI is considered as a “connected client ” of HTFH pursuant to paragraph 13(7) of
|
||
the Placing Guidelines.
|
||
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investor (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.
|
||
|
||
|
||
--- page 25 ---
|
||
25
|
||
Instead of directly subscribing for the Offer Shares, the Huatai Ultimate Client, through its investment manager, will
|
||
place a total return swap order (the “Client TRS ”) with Huatai Securities in connection with the Company ’s IPO
|
||
and Huatai Securities will place a Back-to-back TRS order to HTCI on the terms of the ISDA Agreement. In order to
|
||
hedge its exposure under the Back-to-back TRS, HTCI participates in the Company ’s IPO and subscribes the Offer
|
||
Shares through placing order with HTFH during the International Offering. The Huatai Ultimate Client for purpose of
|
||
this place subscription include the investment funds, details of which is set out below:
|
||
Name of Huatai Ultimate Client
|
||
Ultimate Beneficial
|
||
Owners ( “UBO”) Remarks
|
||
ʮ̡ Ñ
|
||
ږ
|
||
Beijing Zhiyuzhishan Investment
|
||
Management Co,Ltd-Zhiyuzhishan
|
||
Private Fund
|
||
ҽᔮ LI FENG (National ID:
|
||
420102196104121450)
|
||
UBO with over 30% interest
|
||
To the best of our knowledge and after making all reasonable enquiries, the Huatai Ultimate Client is an independent
|
||
third party of (i) the Company, the connected person or the associates thereof, and (ii) HTCI, HTFH and the companies
|
||
which are members of the same group of HTCI.
|
||
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back-to-back TRS in connection with the
|
||
Client TRS order placed by the Huatai Ultimate Client. Pursuant to the terms of the contracts of the Back-to-back
|
||
TRS and the Client TRS, during the tenor of the Back-to-back TRS and the Client TRS, subject to customary fees and
|
||
commissions, all economic returns of the Offer Shares will be ultimately passed to the Huatai Ultimate 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 economic loss in relation to the Offer Shares.
|
||
Investment in the Back-to-back TRS and the Client TRS is similar to the investment in a qualified domestic
|
||
institutional investor fund ( “QDII”) in the way that the Huatai Ultimate 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 the
|
||
Back-to-back TRS and the Client TRS factor into account the fluctuation in RMB exchange rate upon termination of
|
||
the Client TRS by converting the profit and loss using the current exchange rate at the time of termination. As such,
|
||
the Huatai Ultimate Client would bear the exchange rate exposure of the profit and loss on settlement date.
|
||
The Huatai Ultimate Client may exercise an early termination right to terminate the Client TRS at any time from the
|
||
issue date of the Client TRS which should be on or after the date on which the Offer Shares are listed on the Stock
|
||
Exchange at its own discretion. Upon the termination 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 Client intend to extend the investment
|
||
period, subject to further agreement between Huatai Securities and the relevant Huatai Ultimate Client, the term of
|
||
the Client TRS could be extended by way of a new issuance or a tenor extension. Accordingly, Huatai Securities will
|
||
extend the term of the Back-to-back TRS by way of a new issuance or a tenor extension.
|
||
It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass through
|
||
the economic exposure to the Huatai Ultimate Client, each 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-back TRS, HTCI may continue to hold the Offer Shares in its custodian
|
||
account, or to hold some or all of the Offer Shares in a prime brokerage account for stock borrowing purposes, where
|
||
HTCI will lend out its holding of underlying Offer Shares in the form of stock borrowing loans consistent with market
|
||
practice to lower its finance costs, provided that HTCI has the ability to call back the Offer Shares on loan at any time
|
||
in order to satisfy its obligations under the Back-to-back TRS to ensure the economic interests are ultimately passed to
|
||
the Huatai Ultimate Client.
|
||
(7) Before any exercise of the Over-allotment Option or the options under the 2026 Pre-IPO Share Option Scheme.
|
||
|
||
|
||
--- page 26 ---
|
||
26
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company ’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for
|
||
or purchased by them is the same as the final Offer Price in addition to any brokerage, AFRC
|
||
transaction levy, SFC transaction levy and trading fee payable.
|
||
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 9 June 2026 issued by SENASIC Electronics
|
||
Technology Co., Ltd. ( 琻Ҧ (Ϫᘽ)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 Joint Sponsors and Joint Sponsor-OCs (for
|
||
themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations
|
||
under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the
|
||
events set out in the section headed “Underwriting { Underwriting Arrangements and Expenses { Hong
|
||
Kong Public Offering { Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong
|
||
Kong time) on the Listing Date (which is currently expected to be on Wednesday, 17 June 2026).
|
||
|
||
|
||
--- page 27 ---
|
||
27
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately upon completion of the Global Offering and the Conversion of Unlisted Shares into
|
||
H Shares, taking into account 53,407,000 H Shares to be offered pursuant to the Global Offering
|
||
(without taking into account any Shares that may be issued upon exercise of the Over-allotment
|
||
Option and under the 2026 Pre-IPO Share Option Scheme), an aggregate of 267,635,180 H Shares
|
||
will count towards the public float of the Company under Rule 19A.13A(1) of the Listing Rules,
|
||
representing 70.61% of the total issued Shares.
|
||
Based on (i) the Offer Price of HK$18.36, and (ii) 379,041,820 total H Shares which are expected
|
||
to be in issue immediately upon completion of the Global Offering and the Conversion of Unlisted
|
||
Shares into H Shares (without taking into account any Shares that may be issued upon exercise of
|
||
the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme), it is expected that
|
||
the market value of the H Shares at the time of Listing will be HK$6.96 billion. Accordingly, in
|
||
the event that the expected market value of the Company is over HK$6.0 billion but not exceeding
|
||
HK$30.0 billion, the higher of (a) the percentage that would result in the expected market value
|
||
of H shares held by the public to be HK$1.5 billion at the time of listing; and (b) 15% of the total
|
||
number of issued Shares must be held by the public at the time of Listing. Based on a public float
|
||
of 70.61%, the Company will be able to meet the minimum public float requirements under Rule
|
||
19A.13A(1) of the Listing Rules.
|
||
Rule 19A.13C(1) of the Listing Rules provides that, where a new applicant is a PRC issuer with
|
||
no other listed shares at the time of listing, this will normally mean that the portion of H shares
|
||
for which listing is sought that are held by the public and not subject to any disposal restrictions
|
||
(whether under contract, the Listing Rules, applicable laws or otherwise), at the time of listing,
|
||
must: (a) represent at least 10% of the total number of issued shares in the class to which H shares
|
||
belong at the time of listing (excluding treasury shares), with an expected market value at the
|
||
time of listing of not less than HK$50 million; or (b) have an expected market value at the time
|
||
of listing of not less than HK$600 million. Shares held by all the existing shareholders of the
|
||
Company (i.e. 325,634,820 Shares) are subject to a lock-up period of 12 months following the
|
||
Listing Date pursuant to the applicable PRC laws and H Shares to be issued to the Cornerstone
|
||
Investors pursuant to the cornerstone investments set forth in “Cornerstone Investors ” of this
|
||
prospectus (i.e. 15,413,600 H Shares) are subject to a lock-up period of six months following
|
||
the Listing Date. The Offer Shares to be subscribed by all the other investors participating in the
|
||
Global Offering are not subject to any disposal restriction. Based on the Offer Price of HK$18.36
|
||
per H Share, the Company confirms that it complies with the free float requirement under Rule
|
||
19A.13C(1) of the Listing Rules, with sufficient H Shares held by the public and available for
|
||
trading.
|
||
The Directors confirm that, immediately following 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 under
|
||
the Listing Rules 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 28 ---
|
||
28
|
||
COMMENCEMENT OF DEALINGS
|
||
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday, 17
|
||
June 2026 (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, 17 June 2026, it is expected that dealings in the H Shares on the Stock Exchange will
|
||
commence at 9:00 a.m. on Wednesday, 17 June 2026. The H Shares will be traded in board lots of
|
||
200 H Shares each and the stock code of the H Shares will be 6675.
|
||
By order of the Board
|
||
SENASIC Electronics Technology Co., Ltd.
|
||
Li Mengxiong
|
||
Chairman of the Board, Executive Director and Chief Executive Officer
|
||
Hong Kong, 16 June 2026
|
||
As at the date of this announcement, the Board comprises: (i) Mr. Li Mengxiong, Mr. Zhu
|
||
Shouteng, Mr. Li Shuguang and Ms. Xu Hongru as executive directors; (ii) Mr. Ju Hua and Mr.
|
||
Sha Chongjiu as non-executive directors; and (iii) Mr. Chu Xiaowen, Mr. Jie Donghui and Ms.
|
||
Cheung Suet Fong as independent non-executive directors.
|