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GLOBAL OFFERING

2024-06-28 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.Unless otherwise defined in this announcement capitalized terms used herein shall have the same meanings as those defined in the prospectus dated June 28 2024 (the “Prospectus”) issued by Fangzhou Inc. (the “Company”).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 for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.This announcement is not for release publication or 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) or any jurisdiction where such release publication or distribution is prohibited by law. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in Hong Kong the United States or any other jurisdiction. 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 ”) or securities law of any state or other jurisdiction in the United States and may not be offered sold pledged or otherwise transferred within the United States or to or for the account or benefit of U.S. persons except in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. There will be no public offer of the securities in the United States. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940 as amended.In connection with the Global Offering Citigroup Global Markets Asia Limited as stabilizing manager (the “Stabilizing Manager ”) or any person acting for it may to the extent permitted by applicable laws and regulatory requirements of Hong Kong or elsewhere make purchases over-allocate or effect transactions in the market or otherwise take such stabilizing action(s) with a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. Any such stabilizing action will be effected in compliance with all applicable laws and regulatory requirements including the Securities and Futures (Price Stabilizing) Rules under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).However there is no obligation on the Stabilizing Manager or any person acting for it to conduct any such stabilizing action. Such stabilizing action if taken (i) will be conducted at the absolute discretion of the Stabilizing Manager or any person acting for it (ii) may be discontinued at any time and (iii) is required to be brought to an end within 30 days after the last day for lodging applications under the Hong Kong Public Offering.Prospective investors should note that no stabilizing action can be taken to support the price of the Shares for longer than the stabilization period which will begin on the Listing Date and is expected to expire on Saturday August 3 2024 being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date when no further stabilizing action may be taken demand for the Shares and therefore the price of the Shares could fall.The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for and to procure subscribers for the Hong Kong Offer Shares are subject to termination by the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain events shall occur prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Such grounds are set out in the section headed “Underwriting” in the Prospectus. 1Fangzhou Inc. 方舟云康控股有限公司 (A company incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under : 23800000 Offer Shares (subject to the Global Offering the Over-allotment Option) Number of Hong Kong Offer Shares : 2380000 Offer Shares (subject to reallocation) Number of International Offer Shares : 21420000 Offer Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$8.36 per Offer Share plus brokerage of 1% SFC transaction levy of 0.0027% AFRC transaction levy of 0.00015% and the Stock Exchange trading fee of 0.00565% (payable in full on application in Hong Kong dollars subject to refund) Nominal value : US$0.00002 per Offer Share Stock code : 6086 Joint Sponsors Sponsor-Overall Coordinators Overall Coordinators Joint Global Coordinators Joint Bookrunners and Joint Lead Managers 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 (in alphabetical order) The Joint Sponsors have made an application on behalf of our Company to the Listing Committee for the listing of and permission to deal in the Shares in issue and to be issued pursuant to the Global Offering (including any Shares which may be issued pursuant to the exercise of the Over-allotment Option). Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. on Tuesday July 9 2024 (Hong Kong time) dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Tuesday July 9 2024 (Hong Kong time). 2IMPORTANT NOTICE TO INVESTORS FULLY ELECTRONIC APPLICATION PROCESS We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of the Prospectus to the public in relation to the Hong Kong Public Offering.The Prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under “HKEXnews > New Listings > New Listing Information” and our website at investors.jianke.com.If you require a printed copy of the Prospectus you may download and print from the website addresses above.To apply for Hong Kong Offer Shares you may use one of the following application channels: Application Channel Platform Target Investors Application Time White Form eIPO www.eipo.com.hk Investors who would From 9:00 a.m. on service Enquiries: +852 2862 8600 like to receive a Friday June 28 Friday June 28 2024 – physical Share 2024 to 11:30 a.m. on 9:00 a.m. to 6:00 p.m. certificate. Hong Thursday July 4 2024 Tuesday July 2 2024 – Kong Offer Shares (Hong Kong time). 9:00 a.m. to 6:00 p.m. successfully applied Wednesday July 3 2024 – for will be allotted The latest time for 9:00 a.m. to 6:00 p.m. and issued in your completing full payment Thursday July 4 2024 – own name. of application monies 9:00 a.m. to 12:00 noon will be 12:00 noon on Thursday July 4 2024 (Hong Kong time).HKSCC EIPO channel Your broker or custodian Investors who would Contact your broker who is a HKSCC not like to receive or custodian for the Participant will submit an a physical Share earliest and latest EIPO application on your certificate. Hong time for giving such behalf through HKSCC’s Kong Offer Shares instructions as this FINI system in accordance successfully applied may vary by broker or with your instructions. for will be allotted custodian.and issued in the name of HKSCC Nominees deposited directly into CCASS and credited to your designated HKSCC Participant’s stock account. 3We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. If you are an intermediary broker or agent please remind your customers clients or principals as applicable that the Prospectus is available online at the website addresses above.Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in the Prospectus for further details on the procedures through which you can apply for the Hong Kong Offer Shares electronically.Your application through the White Form eIPO service or the HKSCC EIPO channel must be for a minimum of 500 Hong Kong Offer Shares and in one of the numbers set out in the table below.If you are applying through the White Form eIPO service you may refer to the table below for the amount payable for the number of Shares you have selected. You must pay the respective maximum amount payable on application in full upon application for Hong Kong Offer Shares. If you are applying through the HKSCC EIPO channel you are required to pre-fund your application based on the amount specified by your broker or custodian as determined based on the applicable laws and regulations in Hong Kong.Maximum Maximum Maximum Maximum amount amount amount amount No. of payable(2) on No. of payable(2) on No. of payable(2) on No. of payable(2) on Hong Kong application/ Hong Kong application/ Hong Kong application/ Hong Kong application/ Offer Shares successful Offer Shares successful Offer Shares successful Offer Shares successful applied for allotment applied for allotment applied for allotment applied for allotment HK$ HK$ HK$ HK$ 5004222.16600050665.8640000337772.424000003377724.25 10008444.31700059110.1845000379993.985000004222155.30 150012666.47800067554.4950000422215.546000005066586.35 200016888.62900075998.7960000506658.637000005911017.42 250021110.771000084443.1170000591101.748000006755448.48 300025332.9415000126664.6780000675544.859000007599879.55 350029555.0820000168886.2190000759987.9510000008444310.60 400033777.2425000211107.76100000844431.051190000(1)10048729.61 450037999.4130000253329.322000001688862.12 500042221.5535000295550.873000002533293.18 Notes: (1) The maximum number of Hong Kong Offer Shares you may apply for which is 50% of the Offer Shares initially available for subscription under the Hong Kong Public Offering. (2) The amount payable is inclusive of brokerage SFC transaction levy AFRC transaction levy and the Stock Exchange trading fee. If your application is successful the brokerage will be paid to the Exchange Participants and the SFC transaction levy the AFRC transaction levy and the Stock Exchange trading fee will be paid to the Stock Exchange (in the case of the SFC transaction levy and the AFRC transaction levy collected by the Stock Exchange on behalf of the SFC and the AFRC respectively).No application for any other number of Hong Kong Offer Shares will be considered and any such application is liable to be rejected. 4STRUCTURE OF THE GLOBAL OFFERING The Global Offering comprises: * the Hong Kong Public Offering of initially 2380000 Offer Shares (subject to reallocation) representing approximately 10% of the total number of Offer Shares initially available under the Global Offering; and * the International Offering of initially 21420000 Offer Shares (subject to reallocation and the Over-allotment Option) representing approximately 90% of the total number of Offer Shares initially available under the Global Offering.The allocation of Offer Shares between the Hong Kong Public Offering and the InternationalOffering is subject to reallocation as described in the section headed “Structure of the GlobalOffering” in the Prospectus.In particular subject to the requirements of Practice Note 18 to the Listing Rules and Chapter 4.14 of the Guide for New Listing Applicants issued by the Stock Exchange (the “Guide”) the Overall Coordinators have the authority to reallocate International Offer Shares originally included in the International Offering to the Hong Kong Public Offering in such number as they deem appropriate.In accordance with Chapter 4.14 of the Guide if such reallocation is done other than pursuant to Practice Note 18 to the Listing Rules the total number of Offer Shares available under the Hong Kong Public Offering following such reallocation shall not exceed 4760000 Offer Shares representing twice the Offer Shares initially available under the Hong Kong Public Offering and the Offer Price shall be fixed at the low-end of the indicative Offer Price range (i.e. HK$7.60 per Offer Share) stated in the Prospectus.In connection with the Global Offering our Company is expected to grant the Over-allotment Option to the International Underwriters exercisable by the Overall Coordinators (for themselves and on behalf of the International Underwriters). Pursuant to the Over-allotment Option the International Underwriters will have the right exercisable by the Overall Coordinators (for themselves and on behalf of the International Underwriters) at any time from the Listing Date until 30 days after the last day for lodging applications under the Hong Kong Public Offering to require our Company to issue up to an aggregate of 3570000 additional Offer Shares representing not more than 15% of the total number of Offer Shares initially available under the Global Offering at the Offer Price to among other things cover over-allocations in the International Offering if any.If the Over-allotment Option is exercised an announcement will be made. 5PRICING The Offer Price will not be more than HK$8.36 per Offer Share and is expected to be not less than HK$7.60 per Offer Share unless otherwise announced by our Company no later than the morning of the last day for lodging applications under the Hong Kong Public Offering as further explained in the section headed “Structure of the Global Offering – Pricing and Allocation” in the Prospectus.Applicants under the Hong Kong Public Offering may (depending on application channels) be required to pay on application the maximum Offer Price of HK$8.36 per Offer Share in addition to brokerage of 1% SFC transaction levy of 0.0027% AFRC transaction levy of 0.00015% and the Stock Exchange trading fee of 0.00565% amounting to a total of HK$4222.16 for one board lot of 500 Shares subject to refund (without interest) if the Offer Price as finally determined is less than the maximum Offer Price of HK$8.36 per Offer Share.EXPECTED TIMETABLE(1) Should there be any changes to the dates mentioned in the following expected timetable of the Hong Kong Public Offering an announcement will be made and published on the website of the Stock Exchange at www.hkexnews.hk and our website at investors.jianke.com of the revised timetable.Hong Kong Public Offering commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday June 28 2024 Latest time for completing electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Thursday July 4 2024 Application lists open . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Thursday July 4 2024 Latest time for (a) completing payment for White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (b) giving electronic application instructions to HKSCC . . . . . . . . . . . . . . . . . . . 12:00 noon on Thursday July 4 2024 If you are instructing your broker or custodian who is a HKSCC Participant to apply for Hong Kong Offer Shares on your behalf you are advised to contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above.Application lists close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Thursday July 4 2024 Expected Price Determination Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday July 5 2024 6Announcement of the final Offer Price the level of indications of interest in the International Offering the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares to be published on the website of the Stock Exchange at www.hkexnews.hk and our website at investors.jianke.com by . . . . . . . . . . . . 11:00 p.m. on Monday July 8 2024 Results of allocation in the Hong Kong Public Offering to be available through a variety of channels as describedin the section headed “How to Apply for Hong Kong Offer Shares –B. Publication of Results” in the Prospectus including through: (1) the designated results of allocation website at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment) with a “search by ID” function from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 p.m. on Monday July 8 2024 to 12:00 midnight on Sunday July 14 2024 (2) the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday July 9 2024 Wednesday July 10 2024 Thursday July 11 2024 and Friday July 12 2024 Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday July 8 2024 White Form e-Refund payment instructions or refund checks in respect of wholly or partially unsuccessful applications (or wholly successful applications if applicable) to be dispatched on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday July 9 2024 Dealings in the Shares on the Stock Exchange to commence at . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday July 9 2024 Note: (1) All dates and times refer to Hong Kong local dates and times. 7SETTLEMENT If the Stock Exchange grants the listing of and permission to deal in the Shares on the Stock Exchange and we comply with the stock admission requirements of HKSCC the Shares will be accepted as eligible securities by HKSCC for deposit clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares on the Stock Exchange or any other date HKSCC chooses. Settlement of transactions between Exchange Participants is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made enabling the Shares to be admitted into CCASS. You should seek the advice of your broker or other professional advisors for details of those settlement arrangements as such arrangements may affect your rights and interests.APPLICATION CHANNELS The Hong Kong Public Offering period will begin at 9:00 a.m. on Friday June 28 2024 and end at 12:00 noon on Thursday July 4 2024 (Hong Kong time).To apply for Hong Kong Offer Shares you may use one of the following application channels: Application Channel Platform Target Investors Application Time White Form eIPO www.eipo.com.hk Investors who would From 9:00 a.m. on service Enquiries: +852 2862 8600 like to receive a Friday June 28 Friday June 28 2024 – physical Share 2024 to 11:30 a.m. on 9:00 a.m. to 6:00 p.m. certificate. Hong Thursday July 4 2024 Tuesday July 2 2024 – Kong Offer Shares (Hong Kong time). 9:00 a.m. to 6:00 p.m. successfully applied Wednesday July 3 2024 – for will be allotted The latest time for 9:00 a.m. to 6:00 p.m. and issued in your completing full payment Thursday July 4 2024 – own name. of application monies 9:00 a.m. to 12:00 noon will be 12:00 noon on Thursday July 4 2024 (Hong Kong time).HKSCC EIPO channel Your broker or custodian Investors who would Contact your broker who is a HKSCC not like to receive or custodian for the Participant will submit an a physical Share earliest and latest EIPO application on your certificate. Hong time for giving such behalf through HKSCC’s Kong Offer Shares instructions as this FINI system in accordance successfully applied may vary by broker or with your instructions. for will be allotted custodian.and issued in the name of HKSCC Nominees deposited directly into CCASS and credited to your designated HKSCC Participant’s stock account. 8The White Form eIPO service and the HKSCC EIPO channel are facilities subject to capacity limitations and potential service interruptions and you are advised not to wait until the last day for applications to apply for Hong Kong Offer Shares.PUBLICATION OF RESULTS We expect to announce the final Offer Price the level of indications of interest in the International Offering the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on the website of the Stock Exchange at www.hkexnews.hk and our website at investors.jianke.com by no later than 11:00 p.m. on Monday July 8 2024 (Hong Kong time).Results of allocation in the Hong Kong Public Offering will be available through a variety ofchannels as described in the section headed “How to Apply for Hong Kong Offer Shares – B.Publication of Results” in the Prospectus.If an application is revoked rejected not accepted or accepted in part only or if the Offer Price as finally determined is less than the maximum Offer Price of HK$8.36 per Offer Share or ifthe conditions of the Global Offering as set out in the section headed “Structure of the GlobalOffering – Conditions of the Global Offering” in the Prospectus are not satisfied appropriate refund payments (including brokerage SFC transaction levy AFRC transaction levy and the Stock Exchange trading fee attributable to the surplus application monies) will be made to the relevant applicants without interest.No temporary document of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application. The Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date which is expected to be Tuesday July 9 2024 (Hong Kong time) provided that the Global Offering has become unconditional in all respects and the rightof termination described in the section headed “Underwriting – Underwriting Arrangements andExpenses – Hong Kong Public Offering – Grounds for Termination” in the Prospectus has not been exercised. Investors who trade Shares prior to the receipt of Share certificates or prior to the Share certificates becoming valid evidence of title do so entirely at their own risk.Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m.on Tuesday July 9 2024 (Hong Kong time) dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Tuesday July 9 2024 (Hong Kong time). The Shares will be traded in board lots of 500 Shares each. The stock code of the Shares will be 6086.By order of the Board Fangzhou Inc.Mr. XIE Fangmin Chairman Hong Kong June 28 2024 As of the date of this announcement the Board comprises Mr. XIE Fangmin Mr. ZHOU Feng and Mr. ZOU Yuming as executive directors Mr. David McKee HAND as non-executive director and Dr. WANG Haizhong Ms. KANG Wei and Mr. ZHU Xiaolu as independent non-executive directors. 9