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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS

2024-07-08 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.Fangzhou 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 : 7140000 Offer Shares (as adjusted after reallocation) Number of International Offer Shares : 16660000 Offer Shares (as adjusted after reallocation and subject to the Over-allotment Option) Final Offer Price : HK$8.18 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% 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)FANGZHOU INC. / 方舟云康控股有限公司 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 28 June 2024 (the “Prospectus”) issued by Fangzhou Inc. (the “Company”).Warning: In view of high concentration of shareholding in a small number of Shareholders Shareholders and prospective investors should be aware that the price of the Shares could move substantially even with a small number of Shares traded and should exercise extreme caution when dealing in the Shares.SUMMARY Company information Stock code 6086 Stock short name FANGZHOU JIANKE Dealings commencement date 9 July 2024* *see note at the end of the announcement Price Information Final Offer Price HK$8.180 Offer Price Range HK$7.600 - HK$8.360 Offer Price Adjustment exercised No Offer Shares and Share Capital Number of Offer Shares 23800000 Number of Offer Shares in Hong Kong Public Offering 7140000 (after reallocation) Number of offer shares in International Offering (after 16660000 reallocation) Number of issued shares upon Listing 1340267457 Over-allocation No. of Offer Shares over-allocated 3570000 Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a combination of these means. In the event the Over-allotment Option is exercised an announcement will be made on the Stock Exchange’s website.Proceeds Gross proceeds (Note) HK$194.68 million Less: Estimated listing expenses payable based on Final HK$(127.59) million Offer Price Net proceeds HK$67.09 million Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of proceeds please refer to the Prospectus dated 28 June 2024.ALLOTMENT RESULTS DETAILS HONG KONG PUBLIC OFFERING No. of valid applications 4371 No. of successful applications 2789 Subscription level 16.63 times Claw-back triggered Yes No. of Offer Shares initially available under the Hong Kong Public 2380000 Offering No. of Offer Shares reallocated from the International Offering 4760000 (claw-back) Final no. of Offer Shares under the Hong Kong Public Offering 7140000 (after reallocation) % of Offer Shares under the Hong Kong Public Offering to the 30.00% Global Offering Note: For details of the final allocation of shares to the Hong Kong Public Offering 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 OFFERING No. of placees 145 Subscription Level 1.66 times No. of Offer Shares initially available under the International 21420000 Offering No. of Offer Shares reallocated to the Hong Kong Public Offering 4760000 (claw-back) Final no. of Offer Shares under the International Offering (after 16660000 reallocation but before over-allocation) % of Offer Shares under the International Offering to the Global 70.00% 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 Shares registered in his/her/its name or otherwise held by him/her/it.LOCK-UP UNDERTAKINGS Controlling Shareholders % of shareholding in Number of shares held the Company subject to in the Company subject lock-up undertakings to lock-up upon listing (assuming undertakings upon the Over-allotment Last day subject to the Name listing Option is not exercised) lock-up undertakings Fangrong Management 265538362 19.81% 9 January 2025 (First Limited Six-Month Period) Note 1 9 July 2025 (Second Six-Month Period) Note 2 Xingyu Holdings L.P. 5585180 0.42% 9 January 2025 (First Six-Month Period) Note 1 9 July 2025 (Second Six-Month Period) Note 2 Fangzhan Holdings L.P. 5481985 0.41% 9 January 2025 (First Six-Month Period) Note 1 9 July 2025 (Second Six-Month Period) Note 2 Celaeno Group Limited 186158297 13.89% 9 January 2025 (First Six-Month Period) Note 1 9 July 2025 (Second Six-Month Period) Note 2 Silica Brothers Corp. 50465760 3.77% 9 January 2025 (First Six-Month Period) Note 1 9 July 2025 (Second Six-Month Period) Note 2 Asia Tech Investments 116875898 8.72% 9 January 2025 (First Ltd. Six-Month Period) Note 1 9 July 2025 (Second Six-Month Period) Note 2 Subtotal 630105482 47.01% In accordance with the undertakings given by the Controlling Shareholders pursuant to relevant Listing Rules and the Hong Kong Underwriting Agreement the lock-up for the first six-month period ends on 9 January 2025 and for the second six-month period ends on 9 July 2025.Existing Shareholders % of shareholding in Number of shares held the Company subject to in the Company subject lock-up undertakings to lock-up upon listing (assuming undertakings upon the Over-allotment Last day subject to the Name listing Option is not exercised) lock-up undertakings HBM Trident 2 Holdings 58420980 4.36% 9 January 2025 Ltd.CTCB Holdings Limited 5415483 0.40% 9 January 2025% of shareholding in Number of shares held the Company subject to in the Company subject lock-up undertakings to lock-up upon listing (assuming undertakings upon the Over-allotment Last day subject to the Name listing Option is not exercised) lock-up undertakings ATI Opportunities 3249290 0.24% 9 January 2025 (Nevis) Ltd GIG Hong Kong Limited 28247975 2.11% 9 January 2025 Liansheng Hanhai 14007415 1.05% 9 January 2025 Limited / 联盛瀚海有限公司 Volcanics Venture Fund 11205930 0.84% 9 January 2025 L.P.Prime Orient Holdings 6582337 0.49% 9 January 2025 Ltd.Mr. ZOU Yuming / 邹宇 3500000 0.26% 9 January 2025鸣先生 Torano Investments 20000000 1.49% 9 January 2025 Limited Tech-Med Investments 138430610 10.33% 9 January 2025 (S) Pte. Ltd.CP Pharmatech 126151645 9.41% 9 January 2025 Singapore Pte. Ltd.Crescent Trident 115165045 8.59% 9 January 2025 Singapore Pte. Ltd.Asia-Pac E-Commerce 57696515 4.30% 9 January 2025 Opportunities Pte. Ltd.Endeavor Cloud Limited 33268750 2.48% 9 January 2025 FAST GOAL 32120000 2.40% 9 January 2025 INTERNATIONAL LIMITED Gaoxin Thrive Limited 32900000 2.45% 9 January 2025 Subtotal 686361975 51.21% The expiry date of the lock-up period shown in the table above is pursuant to the lock-up undertakings as disclosed in the Prospectus.Notes 1. The Controlling Shareholder may dispose of or transfer Shares after the indicated date subject to that the Controlling Shareholder will not cease to be a Controlling Shareholder. 2. The Controlling Shareholder and Cornerstone Investors will cease to be prohibited from disposing of or transferring Shares after the indicated date.PLACEE CONCENTRATION ANALYSIS Allotment as % of ·% of total issued share Allotment as % of International Offering Allotment as % of total % of total issued share capital upon Listing International Offering (assuming the Over- Allotment as % of total Offer Shares (assuming capital upon Listing (assuming the Over- (assuming no exercise of allotment Option is Offer Shares (assuming no the Over-allotment Option (assuming no exercise of allotment Option is Number of the Over-allotment exercised and new Shares exercise of the Over- is exercised and Number of the Over-allotment exercised and new Shares Placees* Shares allotted Option) are issued) allotment Option) new Shares are issued) Shares held upon Listing Option) are issued) Top 1 4771500 28.64% 23.59% 20.05% 17.43% 4771500 0.36% 0.36% Top 5 17478500 104.91% 86.40% 73.44% 63.86% 17478500 1.30% 1.30% Top 10 19397500 116.43% 95.88% 81.50% 70.87% 19397500 1.45% 1.44% Top 25 20149500 120.95% 99.60% 84.66% 73.62% 20149500 1.50% 1.50% Notes * Ranking of placees is based on the number of Shares allotted to the placees.SHAREHOLDER CONCENTRATION ANALYSIS Allotment as % of Allotment as % of % of total issued Allotment as % of International total Offer Shares share capital upon International Offering (assuming Allotment as % of (assuming the Over- % of total issued Listing (assuming Offering (assuming the Over- allotment total Offer Shares allotment Option is share capital upon the Over-allotment Allotment as % of no exercise of the Option is exercised (assuming no exercised and Listing (assuming no Option is exercised Number of Hong Kong Public Over-allotment and new Shares are exercise of the Over- new Shares are Number of Shares exercise of the Over- and new Shares are Shareholders* Shares allotted Offering Option)# issued)# allotment Option) issued) held upon Listing allotment Option) issued) Top 1 0 0.00% 0.00% 0.00% 0.00% 0.00% 630105482 47.01% 46.89% Top 5 0 0.00% 0.00% 0.00% 0.00% 0.00% 1192139027 88.95% 88.71% Top 10 0 0.00% 0.00% 0.00% 0.00% 0.00% 1301220347 97.09% 96.83% Top 25 21611000 44.52% 110.64% 91.11% 90.80% 78.96% 1338078457 99.84% 99.57% Notes * Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.# Exclusive of 3178500 Shares allotted to certain of the top 25 Shareholders under the Hong Kong Public Offering.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: APPROXIMATE PERCENTAGE ALLOTTED NO. OF VALID BASIS OF OF THE TOTAL NO. OF NO. OF SHARES APPLIED FOR APPLICATIONS ALLOTMENT/BALLOT SHARES APPLIED FOR 500 1327 0 Shares 40.04% 500 886 500 Shares 1000 229 0 Shares 28.99% 1000 316 500 Shares 1500 26 0 Shares 25.38% 1500 83 500 Shares 2000 97 500 Shares 25.00% 2500 78 500 Shares 24.24% 2500 21 1000 Shares 3000 33 500 Shares 24.01% 3000 26 1000 Shares 3500 11 500 Shares 23.33% 3500 19 1000 Shares 4000 5 500 Shares 23.16% 4000 29 1000 Shares 4500 12 1000 Shares 22.22% 5000 385 1000 Shares 22.09% 5000 102 1500 Shares 6000 30 1000 Shares 20.00% 6000 20 1500 Shares 7000 8 1000 Shares 19.05% 7000 16 1500 Shares 8000 19 1500 Shares 18.75% 9000 10 1500 Shares 18.52% 9000 5 2000 Shares 10000 62 1500 Shares 18.01% 10000 94 2000 Shares 15000 51 2000 Shares 13.33% 20000 37 2000 Shares 10.49% 20000 9 2500 Shares 25000 58 2500 Shares 10.00% 30000 25 2500 Shares 8.98% 30000 16 3000 Shares 35000 14 3000 Shares 8.57% 40000 8 3000 Shares 8.04% 40000 6 3500 Shares 45000 7 3500 Shares 7.78%APPROXIMATE PERCENTAGE ALLOTTED NO. OF VALID BASIS OF OF THE TOTAL NO. OF NO. OF SHARES APPLIED FOR APPLICATIONS ALLOTMENT/BALLOT SHARES APPLIED FOR 50000 36 3500 Shares 7.20% 50000 9 4000 Shares 60000 22 4000 Shares 6.67% 70000 7 4500 Shares 6.43% 80000 9 5000 Shares 6.25% 90000 10 5500 Shares 6.11% 100000 57 6000 Shares 6.00% 200000 21 10000 Shares 5.00% 300000 5 14000 Shares 4.67% 400000 2 18500 Shares 4.63% 500000 6 23000 Shares 4.60% 600000 2 391500 Shares 65.29% 600000 2 392000 Shares 700000 1 456000 Shares 65.14% 1190000 2 773500 Shares 65.00% Total 4371 7140000 Shares As of the date of this announcement the relevant subscription monies previously deposited in the designated nominee accounts have been remitted back to the accounts of all HKSCC participants.Investors should contact their relevant brokers for any inquiries.COMPLIANCE WITH LISTING RULES AND GUIDANCE The Directors confirm that except for the Listing Rules that have been waived and/or in respect of which consent has been obtained the Company has complied with the Listing Rules and guidance materials in relation to the placing allotment and listing of the Company’s 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 was 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 (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 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 wil l be no public offer of securities in the United States.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.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 28 June 2024 issued by Fangzhou Inc. for detailed information about the Global Offering described below before deciding whether or not to invest in the Shares thereby being offered.*Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon theoccurrence of any of the events set out in the paragraph headed “Underwriting—UnderwritingArrangements 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 9 July 2024).PUBLIC FLOAT Immediately following the completion of the Global Offering: (i) 18.59% of the total issued share capital of the Company will be held by the public (assuming the Over-allotment Option is not exercised) which will satisfy the minimum percentage of public float as prescribed in the waiver granted by the Stock Exchange from strict compliance with the requirement under Rule 8.08(1) (a) of the Listing Rules; (ii) there will be at least 300 Shareholders at the time of Listing in compliance with Rule 8.08(2) of the Listing Rules; (iii) the three largest public Shareholders will not hold more than 50% of the Shares in public hands at the time of Listing in compliance with Rule 8.08(3) of the Listing Rules; and (iv) there will not be any new substantial Shareholder of the Company.COMMENCEMENT OF DEALINGS 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 right of termination described in thesection headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong PublicOffering – 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 July 8 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.