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ANNOUNCEMENT OF ALLOTMENT RESULTS

2024-06-27 00:00:00

Hong Kong Exchanges and Clearing Limited The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.This announcement is not for release publication distribution directly or indirectly in or into the United States (including its territories and possessions any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions in which such offer or solicitation would be unlawful. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933 as amended from time to time (the “U.S. Securities Act”) or any state securities law of the United States. The securities may not be offered sold pledged or transferred within the United States or to or for the account or benefit of U.S.persons (as defined in Regulation S under the U.S. Securities Act (“Regulation S”)) except pursuant to an exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. There will be no public offering 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 of the Company. This announcement is not a prospectus. Potential investors should read the prospectus dated June 20 2024 (the “Prospectus”) issued by Tianju Dihe (Suzhou) Technology Co. Ltd. (天聚地合(苏 州)科技股份有限公司) (the “Company”) for detailed information about the Global Offering described below before deciding whether or not to invest in the H Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information in the Prospectus.Unless otherwise defined in this announcement capitalized terms used herein shall have the same meanings as those defined in the Prospectus.Potential investors of the Offer Shares should note that the Sole Sponsor and the Sole Overall Coordinator (for itself 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 paragraph headed “Underwriting – Underwriting Arrangements – Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. No stabilizing manager will be appointed and it is anticipated that no stabilization activities will be carried out in relation to the Global Offering. 1Tianju Dihe (Suzhou) Technology Co. Ltd. 天聚地合(苏州)科技股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares under the : 4818200 H Shares Global Offering Number of Hong Kong Offer Shares : 886900 H Shares Number of International Offer Shares : 3931300 H Shares Offer Price : HK$83.33 per H Share plus brokerage of 1.0% SFC transaction levy of 0.0027% Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015% (payable in full on application in Hong Kong dollars subject to refund) Nominal Value : RMB1.00 per H Share Stock Code : 2479 Sole Sponsor Sole Overall Coordinator Joint Global Coordinator Joint Bookrunner and Joint Lead Manager Joint Global Coordinators Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers 2TIANJU DIHE (SUZHOU) TECHNOLOGY CO. LTD. / 天聚地合(苏州)科技股份有限公司 ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS Unless otherwise defined herein capitalised terms used in this announcement shall have the same meanings as those defined in the prospectus dated June 20 2024 (the “Prospectus”) issued by Tianju Dihe (Suzhou) Technology Co. Ltd. (the “Company”).Warning: In view of high concentration of shareholding in a small number of H Shareholders H Shareholders and prospective investors should be aware that the price of the H Shares could move substantially even with a small number of H Shares traded and should exercise extreme caution when dealing in the H Shares.SUMMARY Company information Stock code 2479 Stock short name TIANJUDIHE Dealings commencement date June 28 2024* *see note at the end of the announcement Price Information Offer Price HK$83.330 Offer Price Range N/A Offer Price Adjustment exercised No Offer Shares and Share Capital Number of Offer Shares 4818200 Number of Offer Shares in Public Offer (after reallocation) 886900 Number of offer shares in International Offer (after 3931300 reallocation) Number of issued shares upon Listing 50118200 Over-allocation No. of Offer Shares over-allocated - No over-allotment option has been granted.Proceeds Gross proceeds (Note) HK$ 401.50 million Less: Estimated listing expenses payable based on the HK$ (52.40) million Offer Price Net proceeds HK$ 349.10 million Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use of proceeds please refer to the Prospectus dated June 20 2024.ALLOTMENT RESULTS DETAILS PUBLIC OFFER No. of valid applications 36119 No. of successful applications 9423 Subscription level 602.87 times Claw-back triggered Yes No. of Offer Shares initially available under the Public Offer 481850 No. of Offer Shares reallocated from the International Offer (claw- 405050 back) Final no. of Offer Shares under the Public Offer (after 886900 reallocation) % of Offer Shares under the Public Offer to the Global Offering 18.41% Note: For details of the final allocation of shares to the Public Offer investors can refer to www.eipo.com.hk/eIPOAllotment to perform a search by name or identification number or www.eipo.com.hk/eIPOAllotment for the full list of allottees.INTERNATIONAL OFFER No. of placees 107 Subscription Level 0.99 times No. of Offer Shares initially available under the International 4336350 Offer No. of Offer Shares reallocated to the Public Offer (claw-back) 405050 Final no. of Offer Shares under the International Offer (after 3931300 reallocation) % of Offer Shares under the International Offer to the Global 81.59% Offering The Directors confirm that to the best of their knowledge information and belief (i) none of the Offer Shares subscribed by the placees and the public have been financed directly or indirectly by the Company any of the Directors chief executive of the Company controlling shareholders substantial shareholders existing shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii) none of the placees and the public who have purchased the Offer Shares are accustomed to taking instructions from the Company any of the Directors chief executive of the Company controlling shareholders substantial shareholders existing shareholders of the Company or any of its subsidiaries or their respective close associates in relation to the acquisition disposal voting or other disposition of H Shares registered in his/her/its name or otherwise held by him/her/it.The placees in the International Offer include the following: Cornerstone Investors % of total No. of issued H % of total Existing Offer Shares after issued share Shareholders or Shares % of Offer the Global capital after the their close Investor allocated Shares Offering Global Offering associates Suzhou Harvest 1132300 23.50% 2.26% 2.26% Yes International Co. Limited Gold Wings 360000 7.47% 0.72% 0.72% No Holdings Limited Xuzhou 937450 19.46% 1.87% 1.87% No Economic and Technology Development Zone (HK) Investment Co.Limited The Reynold 1406200 29.19% 2.81% 2.81% No Lemkins Group (Asia) Limited Total 3835950 79.62% 7.66% 7.66% Allottees with waivers/consents obtained % of total % of total No. of issued H Shares issued share H Shares % of Offer after the Global capital after the Relationship Investor allocated Shares Offering Global Offering (Note) Suzhou Harvest International Close associate Co. Limited of an existing (Note) 1132300 23.50% 2.26% 2.26% Shareholder Total 1132300 23.50% 2.26% 2.26% Note: The Company has applied for and the Stock Exchange has approved a waiver from strict compliance with Rule 10.04 of the Listing Rules and a written consent under Paragraph 5(2) of Appendix F1 to the Listing Rules in relation to allocation of H Shares to one of the Cornerstone Investors Suzhou Harvest International Co. Limited which is a close associate of an existing Shareholder. The allocation of Offer Shares to Suzhou Harvest International Co. Limited is in compliance with all the conditions under thewaiver and consent granted by the Stock Exchange. Please refer to the section headed “Waivers fromStrict Compliance with the Listing Rules” in the Prospectus for further details.#The H Shares placed to the above allottees are held on behalf of independent third parties (as defined in the Listing Rules) and are in compliance with all the conditions under the consent granted by the Stock Exchange.LOCK-UP UNDERTAKINGS According to the PRC Company Law all the Shares held by existing Shareholders (which consists of the Controlling Shareholders and the Pre-IPO Investors) prior to the Global Offering are subject to a lock-up period of one year from the Listing Date.Controlling Shareholders Number of H % of total issued H Shares held in the Shares after the % of shareholding Company subject Global Offering in the Company Last day to lock-up subject to lock-up subject to lock-up subject to the undertakings undertakings upon undertakings upon lock-up Name upon Listing Listing Listing undertakings Zuo Lei / 左磊 19744192 39.40% 39.40% June 27 2025 (“Mr. Zuo”) (Note 1) Hua Huan / 华洹 69042 0.14% 0.14% June 27 2025 (“Ms. Hua”) (Note 1) Suzhou Yiju Liuhe 3512401 7.01% 7.01% June 27 2025 Investment Consulting Enterprise (Limited Partnership) /苏州一聚六合投资 咨询企业(有限合伙) (“Yiju Liuhe”) (Note 2) Suzhou Liuju Liuhe 833310 1.66% 1.66% June 27 2025 Investment Consulting Enterprise (Limited Partnership) /苏州六聚六合投资 咨询企业(有限合伙) (“Liuju Liuhe”) (Note 2) Subtotal 24158945 48.21% 48.21% Notes: 1. As (i) Ms. Hua is the spouse of Mr. Zuo; and (ii) Mr. Zuo is the sole general partner of Yiju Liuhe and Liuju Liuhe Ms. Hua Mr. Zuo Yiju Liuhe and Liuju Liuhe are considered to be a group of Controlling Shareholders who will collectively hold approximately 48.21% of our total issued Shares immediately after the completion of the Global Offering. The remaining limited partners of Liuju Liuhe being former and current employees of our Group are not regarded as part of the group of Controlling Shareholders. 2. Mr. Zuo is the sole general partner of Yiju Liuhe and Liuju Liuhe both being the employee shareholding platforms of our Company. Mr. Zuo is interested in 69.75% partnership interest in Liuju Liuhe. The remaining partnership interest (i.e. 30.25%) is held by 34 former and current employees of the Group where each of these individuals is interested in no more than 1.88% partnership interest in Liuju Liuhe. Mr. Zuo is also interested in 99.00% partnership interest inNumber of H % of total issued H Shares held in the Shares after the % of shareholding Company subject Global Offering in the Company Last day to lock-up subject to lock-up subject to lock-up subject to the undertakings undertakings upon undertakings upon lock-up Name upon Listing Listing Listing undertakingsYiju Liuhe. For further details see “History Development and Corporate Structure - EmployeeShareholding Platforms” in the Prospectus.Pre-IPO Investors (as defined in the “History Development and Corporate Structure” section of the Prospectus) Number of H % of total issued H Shares held in the Shares after the % of shareholding Last day Company subject Global Offering in the Company subject to the to lock-up subject to lock-up subject to lock-up lock-up undertakings undertakings upon undertakings upon undertakings Name upon Listing Listing Listing (Note) Suzhou Tahoe 569780 1.14% 1.14% June 27 2025 Growth Venture Capital Partnership (Limited Partnership) /苏州太浩成长创业 投资合伙企业(有限 合伙) Hua Yong / 华勇 1406230 2.81% 2.81% June 27 2025 Qiu Jianqiang / 邱坚 4037978 8.06% 8.06% June 27 2025强 Shanghai Keluopu 373198 0.74% 0.74% June 27 2025 Asset Management Center (Limited Partnership) / 上海科珞普资产管理中心 (有限合伙) Wang Bin / 王斌 186599 0.37% 0.37% June 27 2025 Ren Yuan / 任园 628838 1.25% 1.25% June 27 2025 JD Technology 7463958 14.89% 14.89% June 27 2025 Holding Co. Ltd. / 京东科技控股股份有限公司 Zhou Lijun / 周立军 943258 1.88% 1.88% June 27 2025 Suzhou Industrial 208327 0.42% 0.42% June 27 2025 Park Tahoe Growth Phase II Venture Capital Investment Partnership (Limited Partnership) / 苏州工 业园区太浩成长二Number of H % of total issued H Shares held in the Shares after the % of shareholding Last day Company subject Global Offering in the Company subject to the to lock-up subject to lock-up subject to lock-up lock-up undertakings undertakings upon undertakings upon undertakings Name upon Listing Listing Listing (Note)期创业投资合伙企 业(有限合伙) Suzhou Tahoe Lande 520819 1.04% 1.04% June 27 2025 Venture Capital Investment Partnership (Limited Partnership) / 苏州太浩兰德创业投资合 伙企业(有限合伙) Cai Yitao / 蔡宜韬 220751 0.44% 0.44% June 27 2025 Chen Zhixin / 陈志新 85848 0.17% 0.17% June 27 2025 Chu Xiaogang / 褚晓 367919 0.73% 0.73% June 27 2025刚 Zhejiang Datong 171696 0.34% 0.34% June 27 2025 Qikai Investment Management Co.Ltd. / 浙江大通骐楷投资管理有限公司 Fan Shebin / 范社彬 539615 1.08% 1.08% June 27 2025 Gong Juhui / 龚菊辉 122640 0.24% 0.24% June 27 2025 Gu Guomin / 顾国民 73584 0.15% 0.15% June 27 2025 Suzhou Guofa No. 8 735838 1.47% 1.47% June 27 2025 Industrial Investment and Development Partnership (Limited Partnership) Li Zhicong / 李志聪 98112 0.20% 0.20% June 27 2025 Lu Fen / 吕芬 122640 0.24% 0.24% June 27 2025 Mao Sipian / 毛思翩 367919 0.73% 0.73% June 27 2025 Shao Zhenkai / 邵臻 490559 0.98% 0.98% June 27 2025凯 Wang Liping / 王丽 24528 0.05% 0.05% June 27 2025萍 Yang Xiaoning / 杨小 49056 0.10% 0.10% June 27 2025宁 Yu Fangbiao / 余方标 294335 0.59% 0.59% June 27 2025 Zhong Weiwei / 钟玮 367919 0.73% 0.73% June 27 2025玮 Agricultural Bank of 300000 0.60% 0.60% June 27 2025 China Financial Assets InvestmentNumber of H % of total issued H Shares held in the Shares after the % of shareholding Last day Company subject Global Offering in the Company subject to the to lock-up subject to lock-up subject to lock-up lock-up undertakings undertakings upon undertakings upon undertakings Name upon Listing Listing Listing (Note) Co. Ltd. / 农银金融资产投资有限公司 China-Singapore 369111 0.74% 0.74% June 27 2025 Suzhou Industrial Park Ventures Co.Ltd.Subtotal 21141055 42.18% 42.18% Note: The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law.Cornerstone Investors Number of H % of total issued H Shares held in Shares after the % of shareholding Last day the Company Global Offering in the Company subject to the subject to lock-up subject to lock-up subject to lock-up lock-up undertakings undertakings upon undertakings upon undertakings Name upon Listing Listing Listing (Note) Reynold Lemkins 1406200 2.81% 2.81% December Group (Asia) Limited 27 2024 Suzhou Harvest 1132300 2.26% 2.26% December International Co. 27 2024 Limited Xuzhou Economic and 937450 1.87% 1.87% December Technology 27 2024 Development Zone (HK) Investment Co.Limited Gold Wings Holdings 360000 0.72% 0.72% December Limited 27 2024 Subtotal 3835950 7.66% 7.66% Note: In accordance with Chapter 4.15 (Placing-related Matters) of the Guide the required lock-up ends on December 27 2024.PLACEE CONCENTRATION ANALYSIS Number of % of total issued share capital upon Placees(Note) Number of H Shares allotted Allotment as % of International Offering Allotment as % of total Offer Shares Shares held upon Listing Listing Top 1 2069750 52.65% 42.96% 3174699 6.33% Top 5 3888150 98.90% 80.70% 4993099 9.96% Top 10 3911750 99.50% 81.19% 5016699 10.01% Top 25 3927100 99.89% 81.51% 5032049 10.04% Note: Ranking of placees is based on the number of H Shares allotted to the placees.H SHAREHOLDERS CONCENTRATION ANALYSIS H % of total issued H Number of H Shares Shareholders Number of H Allotment as % of Allotment as % of Number of H Shares Shares capital upon held upon Listing (Note) Shares allotted International Offering total Offer Shares held upon Listing Listing Top 1 0 0.00% 0.00% 24158945 48.20% 24158945 Top 5 2069750 52.65% 42.96% 40241810 80.29% 40241810 Top 10 3475950 88.42% 72.14% 45058647 89.90% 45058647 Top 25 3835950 97.57% 79.61% 48988782 97.75% 48988782 Note: Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.SHAREHOLDERS CONCENTRATION ANALYSIS Allotment as % of % of total issued Shareholders Number of H International Allotment as % of Number of H Shares Number of H Shares share capital upon (Note) Shares allotted Offering total Offer Shares held upon Listing held upon Listing Listing Top 1 0 0.00% 0.00% 24158945 24158945 48.20% Top 5 2069750 52.65% 42.96% 40241810 40241810 80.29% Top 10 3475950 88.42% 72.14% 45058647 45058647 89.90% Top 25 3835950 97.57% 79.61% 48988782 48988782 97.75% Note: Ranking of Shareholders is based on the number of H Shares (of all classes) held by the Shareholder upon Listing.BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING Subject to the satisfaction of the conditions set out in the Prospectus valid applications made by the public will be conditionally allocated on the basis set out below: POOL AApproximate percentage No. of H allotted of the Shares No. of total no. of H applied valid Shares applied for application Basis of allotment / ballot for 50 8097 104 out of 8097 to receive 50 Shares 1.28% 100 5650 145 out of 5650 to receive 50 Shares 1.28% 150 441 17 out of 441 to receive 50 Shares 1.28% 200 351 18 out of 351 to receive 50 Shares 1.28% 250 485 31 out of 485 to receive 50 Shares 1.28% 300 261 19 out of 261 to receive 50 Shares 1.21% 350 118 10 out of 118 to receive 50 Shares 1.21% 400 171 16 out of 171 to receive 50 Shares 1.17% 450 153 16 out of 153 to receive 50 Shares 1.16% 500 7488 869 out of 7488 to receive 50 Shares 1.16% 600 209 29 out of 209 to receive 50 Shares 1.16% 700 137 22 out of 137 to receive 50 Shares 1.15% 800 123 22 out of 123 to receive 50 Shares 1.12% 900 106 21 out of 106 to receive 50 Shares 1.10% 1000 2831 564 out of 2831 to receive 50 Shares 1.00% 1500 692 208 out of 692 to receive 50 Shares 1.00% 2000 1316 494 out of 1316 to receive 50 Shares 0.94% 2500 513 241 out of 513 to receive 50 Shares 0.94% 3000 407 229 out of 407 to receive 50 Shares 0.94% 3500 187 123 out of 187 to receive 50 Shares 0.94% 4000 437 328 out of 437 to receive 50 Shares 0.94% 4500 120 101 out of 120 to receive 50 Shares 0.94% 5000 485 455 out of 485 to receive 50 Shares 0.94% 6000 613 50 Shares plus 78 out of 613 to receive 0.94% additional 50 Shares 7000 173 50 Shares plus 25 out of 173 to receive 0.82% additional 50 Shares 8000 156 50 Shares plus 48 out of 156 to receive 0.82%Approximate percentage No. of H allotted of the Shares No. of total no. of H applied valid Shares applied for application Basis of allotment / ballot for additional 50 Shares 9000 112 50 Shares plus 35 out of 112 to receive 0.73% additional 50 Shares 10000 910 50 Shares plus 285 out of 910 to receive 0.66% additional 50 Shares 20000 602 50 Shares plus 192 out of 602 to receive 0.33% additional 50 Shares 30000 270 50 Shares plus 135 out of 270 to receive 0.25% additional 50 Shares 40000 124 100 Shares 0.25% 50000 123 100 Shares plus 62 out of 123 to receive 0.25% additional 50 Shares 60000 203 100 Shares plus 191 out of 203 to receive 0.25% additional 50 Shares Total number of Pool A successful Total 34064 applicants: 7368 POOL B No. of H Approximate Shares No. of percentage allotted applied valid of the total no. of H for application Basis of allotment / ballot Shares applied for 70000 1259 100 Shares plus 1242 out of 1259 0.21% to receive additional 50 Shares 80000 128 150 Shares plus 38 out of 128 to 0.21% receive additional 50 Shares 90000 39 150 Shares plus 27 out of 39 to 0.21% receive additional 50 Shares 100000 208 200 Shares plus 34 out of 208 to 0.21% receive additional 50 Shares 150000 104 300 Shares plus 24 out of 104 to 0.21% receive additional 50 Shares 200000 94 400 Shares plus 30 out of 94 to 0.21% receive additional 50 SharesNo. of H Approximate Shares No. of percentage allotted applied valid of the total no. of H for application Basis of allotment / ballot Shares applied for 240900 223 500 Shares plus 17 out of 223 to 0.21% receive additional 50 Shares Total number of Pool B successful Total 2055 applicants: 2055 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.REALLOCATION AND ALLOTMENT TO CORNERSTONE INVESTORS As the Hong Kong Public Offering has been oversubscribed but the International Offering was slightly undersubscribed the reallocation procedure pursuant to paragraph 8 and 9 of Chapter 4.14 (Offering- related Mechanisms) of the Guide and as disclosed in the Prospectus has been applied. Pursuant to the aforementioned reallocation procedure 405050 Offer Shares were reallocated from the International Offering to the Hong Kong Public Offering and the final number of Offer Shares under the Hong Kong Public Offering is adjusted to 886900 H Shares representing approximately 18.41% of the total number of Offer Shares initially available under the Global Offering.Taking into consideration that among others the cornerstone investments are long-term in scope and the Company is of the view that the confidence from Cornerstone Investors may influence the market's perception the Company exercised its discretion and decided not to deduct the number of H Shares subscribed by the Cornerstone Investors on a pro rata basis in accordance with the mechanism as disclosed in the Prospectus.PUBLIC FLOAT The Directors confirm that immediately after the Global Offering (i) the total number of H Shares held by the public represents 25.00% of the total number of issued H Shares of the Company and will satisfy the minimum percentage as prescribed by Rule 8.08(1) of the Listing Rules; (ii) the three largest public Shareholders do not hold more than 50% of the Shares held in public hands at the time of the Listing in compliance with Rule 8.08(3) and Rule 8.24 of the Listing Rules; (iii) there will not be any new substantial shareholder (as defined in the Listing Rules) of the Company; 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.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 bythem was the same as the Offer Price in addition to any brokerage SFC transaction levy AFRC transaction levy and Stock Exchange trading fee payable.DISCLAIMERSHong Kong Exchanges and Clearing Limited The Stock Exchange of Hong Kong Limited (the “StockExchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.This announcement is not for release publication distribution directly or indirectly in or into the United States (including its territories and possessions any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions in which such offer or solicitation would be unlawful. The securities mentioned herein have not been and will notbe registered under the United States Securities Act of 1933 as amended from time to time (the “U.S.Securities Act”) or any state securities law of the United States. The securities may not be offered sold pledged or transferred within the United States or to or for the account or benefit of U.S.persons (as defined in Regulation S under the U.S. Securities Act (“Regulation S”)) except pursuant to an exemption from or in a transaction not subject to the registration requirements of the U.S.Securities Act and in compliance with any applicable state securities laws. There will be no public offering 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 of the Company. This announcement is not a prospectus.Potential investors should read the prospectus dated June 20 2024 (the “Prospectus”) issued by Tianju Dihe (Suzhou) Technology Co. Ltd. (天聚地合(苏州)科技股份有限公司) for detailed information about the Global Offering described below before deciding whether or not to invest in the H Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information in the Prospectus.Potential investors of the Offer Shares should note that the Sole Sponsor and the Sole Overall Coordinator (for itself 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 theoccurrence of any of the events set out in the paragraph headed “Underwriting – UnderwritingArrangements – Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date.No stabilizing manager will be appointed and it is anticipated that no stabilization activities will be carried out in relation to the Global Offering.COMMENCEMENT OF DEALINGS H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday June 28 2024 provided that (i) the Global Offering has become unconditional in all respects and (ii) theright of termination as described in “Underwriting – Underwriting Arrangements and Expenses –Hong Kong Public Offering – Grounds for Termination” in the Prospectus has not been exercised.Investors who trade H Shares on the basis of publicly available allocation details or 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 Friday June 28 2024 it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m. on Friday June 28 2024. The H Shares will be traded in board lots of 50 H Shares each and the stock code of the H Shares will be 2479.By order of the Board Tianju Dihe (Suzhou) Technology Co. Ltd.Zuo Lei Chairman and Executive Director Hong Kong June 27 2024 As at the date of this announcement the Board comprises Mr. Zuo Lei Mr. Wang Haojin Mr.Lin Shan and Ms. Yang Yanjun as executive Directors; Mr. Qiu Jianqiang and Mr. Gao Yuan as non-executive Directors; and Mr. Huang Xuexian Mr. Chen Xinhe and Mr. Li Shun Fai as independent non-executive Directors. 3