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APT Electronics Co., Ltd. — Capital/Financing Update 2024
Nov 7, 2024
50666_rns_2024-11-07_ce01db35-1c9f-4dfa-877c-416c035034d6.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Hong Kong 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 herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated Thursday, October 31, 2024 (the “ Prospectus ”) issued by APT Electronics Co., Ltd. (the “ Company ”).
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of our Company. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about our Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares. 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, 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 or in any other jurisdiction. The Offer Shares 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 securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Company has not intended and does not intend to make any 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.
No Stabilizing manager will be appointed, and it is anticipated that no stabilization activities will be carried out in relation to the Global Offering.
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not resident in Hong Kong. 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, in their sole and absolute discretion, be entitled to terminate 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 Friday, November 8, 2024).
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APT Electronics Co., Ltd. 廣東晶科電子股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2551)
Global Offering
Number of Offer Shares under : 38,640,000 H Shares (taking into account the the Global Offering full exercise of the Offer Size Adjustment Option) Number of Hong Kong : 19,320,000 H Shares (as adjusted after Offer Shares reallocation and taking into account the full exercise of the Offer Size Adjustment Option) Number of International : 19,320,000 H Shares (as adjusted after Offer Shares reallocation and taking into account the full exercise of the Offer Size Adjustment Option) Offer Price : HK$3.61 per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong Kong Stock Exchange trading fee of 0.00565% Nominal value : RMB1.00 per H Share Stock code : 2551
Sole Sponsor, Sole Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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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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APT Electronics Co., Ltd./ 廣東晶科電子股份有限公司 ANNOUNCEMENT OF ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the prospectus dated October 31, 2024 (the “ Prospectus ”) issued by ” APT Electronics Co., Ltd.( 廣東晶科電子股份有限公司 ) (the “ Company ).
SUMMARY
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.
| Company information | |
|---|---|
| Stock code | 2551 |
| Stock short name | APT ELECTRONICS |
| Dealings commencement date | November8,2024* |
*see note at the end of the announcement
| Price Information | |
|---|---|
| Offer Price | HK$3.61 |
| Offer Price Adjustment exercised | N/A |
| Offer Shares and Share Capital | |
| Number of Offer Shares (after the full exercise of the Offer Size Adjustment Option) |
38,640,000 |
| Number of Offer Shares in Public Offer (after the reallocation and the full exercise of the Offer Size Adjustment Option) |
19,320,000 |
| Number of offer shares in International Offer (after the reallocation and the full exercise of the Offer Size Adjustment Option) |
19,320,000 |
| Number of issued shares upon Listing | 537,146,709 |
The number of offer shares above is determined after taking into account the additional shares issued under the following Offer Size Adjustment Option.
| Offer Size Adjustment Option (Upsize option) | Offer Size Adjustment Option (Upsize option) |
|---|---|
| Number of additional shares issued under the option | 5,040,000 |
| - Public Offer |
2,520,000 |
| - International Offer |
2,520,000 |
| Note: The Offer Size Adjustment Option was exercised in full, pursuant to which the Company is issuing and allotting 5,040,000 additional H Shares, representing approximately 15.00% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price. |
| Proceeds | |
|---|---|
| Gross proceeds (Note) | HK$ 139.49 million |
| Less: Estimated listing expenses payable based on Offer Price |
HK$ (57.24) million |
| Net proceeds | HK$ 82.25 million |
– 1 –
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 section headed “Future Plans and Use of Proceeds” of the Prospectus dated October 31, 2024.
ALLOTMENT RESULTS DETAILS HONG KONG PUBLIC OFFERING
| No. of valid applications | 61,975 |
| No. of successful applications | 15,151 |
| Subscription level | 5,677.83 times |
| Claw-back triggered | Yes |
| No. of Offer Shares initially available under the Public Offer | 3,360,000 |
| Final no. of Offer Shares under the Public Offer (after exercise of Offer Size Adjustment Option and reallocation) |
19,320,000 |
| % of Offer Shares under the Public Offer to the Global Offering | 50.00% |
Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to https://www.eipo.com.hk/eIPOAllotment/ to perform a search by identification number or https://www.eipo.com.hk/eIPOAllotment/ for the full list of allottees.
INTERNATIONAL OFFERING
| No. of placees | 133 |
| Subscription Level | 6.95 times |
| No. of Offer Shares initially available under the International Offer |
30,240,000 |
| Final no. of Offer Shares under the International Offer (after exercise of Offer Size Adjustment Option and reallocation) |
19,320,000 |
| % of Offer Shares under the International Offer to the Global Offering |
50.00% |
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, Supervisors, 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, Supervisors, 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.
The placees in the International Offering include the following:
Allottees who are customer(s) or client(s) / supplier(s) of the issuer
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| Name | Number of H Shares allocated |
% of Offer Shares (after taking into account the Offer Size Adjustment Option) |
% of the total issued H Shares after the Global Offering (after taking into account the Offer Size Adjustment Option) |
% of total issued share capital after the Global Offering (after taking into account the Offer Size Adjustment Option) |
Relationship* |
|---|---|---|---|---|---|
| Geely Group LimitedNote 1 |
10,374,000 | 26.85% | 4.08% | 1.93% | Company controlled by Mr. LI Shufu |
| Mr. GUI Shengyue Note 2 |
1,247,000 | 3.23% | 0.49% | 0.23% | A director and the chief executive officer of a customer of the issuer |
| Total | 11,621,000 | 30.08% | 4.57% | 2.16% |
Note:
(1) Geely Group Limited is legally and beneficially wholly owned by Mr. LI Shufu. Mr. LI Shufu and his majority-controlled companies, together with Zhejiang Geely Holding Group Company Limited and Zhejiang Yaoning Technology Group Co., Ltd. (“ Geely Related Group ”) are grouped as one of the Company’s major customers during the Track Record Period. Please refer to the section headed “Business – Sales and Marketing – Major Customers” in the Prospectus for further details.
(2) Mr. GUI Shengyue, is a director and the chief executive officer of Geely Automobile Holdings Limited ( 吉利汽車控股有限公司 ), a member of the Geely Related Group, which is one of the Company’s major customers during the Track Record Period.
LOCK-UP UNDERTAKINGS Controlling Shareholders
| Name | Number of 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 (after taking into account the Offer Size Adjustment Option) |
% of shareholding in the Company subject to lock-up undertakings upon listing (after taking into account the Offer Size Adjustment Option) |
Last day subject to the lock-up undertakings |
|---|---|---|---|---|
| Advanced Photoelectronic Technology Limited /微晶先進光電科技 有限公司 (“Advanced |
202,307,876 (including 52,483,352 H Shares) |
20.65% | 37.66% | May 7, 2025 (First Six- Month Period)Note 3 |
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| Name | Number of 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 (after taking into account the Offer Size Adjustment Option) |
% of shareholding in the Company subject to lock-up undertakings upon listing (after taking into account the Offer Size Adjustment Option) |
Last day subject to the lock-up undertakings |
|---|---|---|---|---|
| Photoelectronic”) Note 1 |
||||
| November 7, 2025 (Second Six-Month Period)Note 4 |
||||
| Guangzhou Jingyu Equity Investment Partnership (Limited Partnership) /廣州 晶裕股權投資合夥 企業(有限合夥) (“Jingyu Investment”)Note 2 |
14,105,000 (including 5,789,000 H Shares) |
2.28% | 2.63% | May 7, 2025 (First Six- Month Period)Note 3 |
| November 7, 2025 (Second Six-Month Period)Note 4 |
||||
| Guangzhou Jingshi Investment Partnership (Limited Partnership) /廣州晶 實投資合夥企業(有 限合夥) (“Jingshi Investment”)Note 2 |
6,581,700 (including 3,802,910 H Shares) |
1.50% |
1.23% | May 7, 2025 (First Six- Month Period)Note 3 |
| November 7, 2025 (Second Six-Month Period)Note 4 |
||||
| Guangzhou Jingling Investment Partnership (Limited Partnership) /廣州晶 領投資合夥企業(有 限合夥) (“Jingling Investment”)Note 2 |
6,567,670 (including 367,053 H Shares) |
0.14% | 1.22% | May 7, 2025 (First Six- Month Period)Note 3 |
| November 7, 2025 (Second |
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| Name | Number of 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 (after taking into account the Offer Size Adjustment Option) |
% of shareholding in the Company subject to lock-up undertakings upon listing (after taking into account the Offer Size Adjustment Option) |
Last day subject to the lock-up undertakings |
|---|---|---|---|---|
| Six-Month Period)Note 4 |
||||
| Guangzhou Jingrui Investment Partnership (Limited Partnership) /廣州晶 瑞投資合夥企業(有 限合夥) (“Jingrui Investment”)Note 2 |
5,279,328 (including 1,082,520 H Shares) |
0.43% |
0.98% | May 7, 2025 (First Six- Month Period)Note 3 |
| November 7, 2025 (Second Six-Month Period)Note 4 |
||||
| Subtotal | 234,841,574 (including 63,524,835 H Shares |
25.00% |
43.72% | |
| Notes: (1) As of the date of this announcement, Advanced Photoelectronic was held as to (i) 10.50% by Mr. XIAO Guowei David (“Mr. Xiao”), (ii) 17.76% by APTESS Company Limited (“APTESS”), which is wholly owned by Mr. Xiao, (iii) 32.02% by Giant Power Limited, which is wholly owned by Mr. YUAN Lie Ming Peter (“Mr. Yuan”), (iv) 3.78% by Mr. CHAN Philip Ching Ho (“Mr. Chan”), (v) 1.62% by Ms. LOH Rebecca May-Leung, spouse of Mr. Chan, and (vi) 34.32% by other shareholders, none of which held more than one third therein. Pursuant to the acting-in-concert agreement dated January 1, 2021, Mr. Xiao, Mr. Chan, Mr. Yuan, APTESS and Giant Power Limited are parties acting in concert. (2) As of the date of this announcement, Mr. Xiao was the general partner of Jingyu Investment, Jingling Investment, Jingrui Investment and Jingshi Investment. Therefore, Mr. Xiao is deemed to be interested in the 14,105,000, 6,567,670, 5,279,328 and 6,581,700 Shares held by each of Jingyu Investment, Jingling Investment, Jingrui Investment and Jingshi Investment in the Company. Pursuant to the acting-in-concert agreement dated December 8, 2023, Advanced Photoelectronic, Jingyu Investment, Jingling Investment, Jingrui Investment and Jingshi Investment are parties acting in concert. (3) In accordance with the relevant Listing Rules/guidance materials, the required lock-up for the first six-month period ends on May 7, 2025. The Controlling Shareholder may dispose of or transfer Shares after the indicated date provided that the Controlling Shareholder will not cease to be a Controlling Shareholder, subject to compliance with applicable requirements under the PRC Company Law. |
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| Name | Number of 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 (after taking into account the Offer Size Adjustment Option) |
% of shareholding in the Company subject to lock-up undertakings upon listing (after taking into account the Offer Size Adjustment Option) |
Last day subject to the lock-up undertakings |
|---|---|---|---|---|
| (4) In accordance with the relevant Listing Rules/guidance materials, the required lock-up for the second six-month period ends on November 7, 2025. The Controlling Shareholder will cease to be prohibited from disposing of or transferring Shares after the indicated date, subject to compliance with applicable requirements under the PRC Company Law. |
Pre-IPO Investors
| Name | Number of 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 (after taking into account the Offer Size Adjustment Option) |
% of shareholding in the Company subject to lock-up undertakings upon listing (after taking into account the Offer Size Adjustment Option) |
Last day subject to the lock-up undertakings |
|---|---|---|---|---|
| Shenzhen Gossel Investment Co., Ltd. (深圳市高塞爾投資 有限公司) Note 1 |
8,000,000 (including 6,000,000 H Shares) |
2.36% | 1.49% | November 7, 2025Note 2 |
| Guangzhou Yuecai Yuanhe Venture Capital Partnership (Limited Partnership) (廣州 粵財源合創業投資 合夥企業(有限合 夥)) Note 1 |
7,700,000 | - |
1.43% | November 7, 2025Note 2 |
| Guangdong Yuecai Emerging Industry Equity Investment Fund Partnership (L.P.) (廣東粵財新 興產業股權投資基 金合夥企業(有限合 夥)) Note 1 |
7,667,279 (including 7,667,279 H Shares) |
3.02% | 1.43% | November 7, 2025Note 2 |
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| Name | Number of 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 (after taking into account the Offer Size Adjustment Option) |
% of shareholding in the Company subject to lock-up undertakings upon listing (after taking into account the Offer Size Adjustment Option) |
Last day subject to the lock-up undertakings |
|---|---|---|---|---|
| Guangzhou Chuangying Jianke Investment Partnership (L.P.) (廣州創盈健科投資 合夥企業(有限合 夥)) Note 1 |
64,964 (including 64,964 H Shares) |
0.03% | 0.01% | November 7, 2025Note 2 |
| Zhuhai Hengqin Yixingbanyue Investment Partnership (L.P.) (珠海橫琴依星伴月 投資合夥企業(有限 合夥)) Note 1 |
427,000 | - |
0.08% | November 7, 2025Note 2 |
| Jiaoying Yihao (Jiaxing) Equity Investment Partnership (Limited Partnership) (交盈 壹號(嘉興)股權投 資合夥企業(有限合 夥)) Note 1 |
3,000,000 (including 3,000,000 H Shares) |
1.18% | 0.56% | November 7, 2025Note 2 |
| DENG ZhifengNote 1 | 1,700,000 (including 1,700,000 H Shares) |
0.67% | 0.32% | November 7, 2025Note 2 |
| Guangzhou Vision Capital Management Partnership (Limited Partnership) (廣州 遠見資本管理合夥 企業(有限合夥)) Note 1 |
1,700,000 | - |
0.32% | November 7, 2025Note 2 |
| Shenzhen Shidiya Investment Co., Ltd. (深圳市仕地亞投資 有限公司) Note 1 |
7,000,000 | - |
1.30% | November 7, 2025Note 2 |
| FAN WuzhouNote 1 | 11,000,000 (including |
3.93% | 2.05% | November 7, 2025Note 2 |
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| Name | Number of 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 (after taking into account the Offer Size Adjustment Option) |
% of shareholding in the Company subject to lock-up undertakings upon listing (after taking into account the Offer Size Adjustment Option) |
Last day subject to the lock-up undertakings |
|---|---|---|---|---|
| 10,000,000 H Shares) |
||||
| HUANG DingheNote 1 |
1,000,000 (including 600,000 H Shares) |
0.24% | 0.19% | November 7, 2025Note 2 |
| GU WenjunNote 1 | 2,000,000 (including 2,000,000 H Shares) |
0.79% | 0.37% | November 7, 2025Note 2 |
| ZHOU Xiaoyang Note 1 |
1,300,000 (including 650,000 H Shares) |
0.26% | 0.24% | November 7, 2025Note 2 |
| LIU JunNote 1 | 700,000 (including 350,000 H Shares) |
0.14% | 0.13% | November 7, 2025Note 2 |
| Subtotal | 53,259,243 (including 32,032,243 H Shares) |
12.60% | 9.92% | |
| Notes: (1) Please refer to the section headed “History, Development and Corporate Structure — Pre-IPO Investments —Information about Our Pre-IPO Investors” in the Prospectus for details of the Pre- IPO Investors. (2) The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law. |
Existing Shareholders (other than the Controlling Shareholders and the Pre-IPO Investors as defined in the Prospectus)
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| Name | Number of 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 (after taking into account the Offer Size Adjustment Option) |
% of shareholding in the Company subject to lock-up undertakings upon listing (after taking into account the Offer Size Adjustment Option) |
Last day subject to the lock-up undertakings |
|---|---|---|---|---|
| Other Existing ShareholdersNote 1 |
210,405,892 (including 119,949,565 H Shares) |
47.20% |
39.17% | November 7, 2025Note 2 |
| Subtotal | 210,405,892 (including 119,949,565 H Shares) |
47.20% |
39.17% | |
| Notes: (1) Other existing Shareholders include Zhejiang Yaoning Technology Group Co., Ltd. (_浙江耀寧科 技集團有限公司), Guangdong Yueke Finance Investment Co., Ltd. (廣東省粵科財政股權投資有 限公司), Xinyu Dingdekai Investment Management Center (Limited Partnership) (新餘鼎德凱投 資管理中心(有限合夥)), Beijing Guangrong Lianmeng Semiconductor Lighting Industry_ Investment Center (L.P.) (_北京光榮聯盟半導體照明產業投資中心(有限合夥)), Zhongbao_ Industrial Investment Co., Ltd. (_中保產業投資有限公司), Guangdong Zhongke Baiyun Emerging_ Industry Venture Capital Fund Co., Ltd. (_廣東中科白雲新興產業創業投資基金有限公司), Xi’an_ Xijiao Science Innovation Equity Investment Partnership (Limited Partnership) (_西安西交科創股 權投資合夥企業(有限合夥)), Guangdong Technology Venture Capital Co., Ltd. (廣東省科技風險 投資有限公司), Guangdong SME Equity Investment Fund Limited (廣東中小企業股權投資基金 有限公司), Episky Corporation (Xiamen) Ltd. (晶宇光電(廈門)有限公司), Jiangyin Haohan_ Photoelectric Technology Co., Ltd. (_江陰浩瀚光電科技有限公司), Xinyu Guanmaoyuan_ Investment Management Center (Limited Partnership) (_新餘官茂原投資管理中心(有限合夥)), _Ningbo Meishan Bonded Area Jiamu Ronghe Investment Partnership (Limited Partnership) (_寧波 梅山保稅港區嘉木融合投資合夥企業(有限合夥)), YE Zhiyu, GAO Tao, GUI Fan, ZHOU Baiyun, _WANG Qi, HE Jinchun, LAI Canwei, WANG Hongying and YE Zhixiong. (2) The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law. |
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PLACEE CONCENTRATION ANALYSIS
| Placees Top 1 Top 5 Top 10 Top 25 |
Number of H Shares allotted Allotment as % of International Offering Allotment as % of total Offer Shares 10,374,000 53.70% 26.85% 14,244,000 73.73% 36.86% 16,610,000 85.97% 42.99% 19,080,000 98.76% 49.38% |
Number of Shares held upon Listing % of total issued share capital upon Listing 10,374,000 1.93% 14,244,000 2.65% 16,610,000 3.09% 19,080,000 3.55% |
|---|---|---|
Notes
* Ranking of placees is based on the number of H Shares allotted to the placees.
H SHAREHOLDERS CONCENTRATION ANALYSIS
| H Shareholders* Top 1 Top 5 Top 10 Top 25 |
Number of H Shares allotted Allotment as % of International Offering Allotment as % of total Offer Shares 0 0.00% 0.00% 0 0.00% 0.00% 10,374,000 53.70% 26.85% |
Number of H Shares held upon Listing % of total issued H Shares capital upon Listing 63,524,835 25.00% 138,628,365 54.55% 187,743,794 73.87% |
Number of Shares held upon Listing 234,841,574 361,224,694 411,340,123 462,666,724 |
|---|---|---|---|
| 13,689,000 70.85% 35.43% |
227,500,758 89.52% |
Notes
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
SHAREHOLDER CONCENTRATION ANALYSIS
| Shareholders Top 1 Top 5 Top 10 Top 25 |
Number ofH Sh ares allotted Allotment as % of International Offering Allotment as % of total Offer Shares Number of H Shares held upon Listing 0 0.00% 0.00% 63,524,835 0 0.00% 0.00% 126,628,365 10,374,000 53.70% 26.85% 173,972,003 |
Number of Shares held upon Listing % of total issued share capital upon Listing 234,841,574 43.72% 381,632,707 71.05% 434,945,982 80.97% |
|---|---|---|
| 10,374,000 53.70% 26.85% 222,485,758 |
501,085,824 93.29% |
Notes
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
| NO. OF SHARES APPLIED FOR |
NO. OF VALID APPLIC ATIONS |
BASIS OF ALLOTMENT / BALLOT | APPROXIMATE PERCENTAGE ALLOTTED OF THE TOTAL NO. OF SHARES APPLIED FOR |
|---|---|---|---|
| POOL A | |||
| 1,000 | 13,545 | 33 out of 13,545 to receive 1,000 Shares | 0.24% |
| 2,000 | 9,761 | 47 out of 9,761 to receive 1,000 Shares | 0.24% |
| 3,000 | 1,670 | 12 out of 1,670 to receive 1,000 Shares | 0.24% |
| 4,000 | 851 | 8 out of 851 to receive 1,000 Shares | 0.24% |
| 5,000 | 1,462 | 17 out of 1,462 to receive 1,000 Shares | 0.23% |
| 6,000 | 516 | 7 out of 516 to receive 1,000 Shares | 0.23% |
| 7,000 | 343 | 5 out of 343 to receive 1,000 Shares | 0.21% |
| 8,000 | 392 | 6 out of 392 to receive 1,000 Shares | 0.19% |
| 9,000 | 285 | 5 out of 285 to receive 1,000 Shares | 0.19% |
– 11
| 10,000 | 6,372 | 112 out of 6,372 to receive 1,000 Shares | 0.18% |
|---|---|---|---|
| 15,000 | 819 | 21 out of 819 to receive 1,000 Shares | 0.17% |
| 20,000 | 729 | 25 out of 729 to receive 1,000 Shares | 0.17% |
| 25,000 | 1,614 | 69 out of 1,614 to receive 1,000 Shares | 0.17% |
| 30,000 | 650 | 33 out of 650 to receive 1,000 Shares | 0.17% |
| 35,000 | 238 | 14 out of 238 to receive 1,000 Shares | 0.17% |
| 40,000 | 312 | 21 out of 312 to receive 1,000 Shares | 0.17% |
| 45,000 | 187 | 14 out of 187 to receive 1,000 Shares | 0.17% |
| 50,000 | 1,027 | 82 out of 1,027 to receive 1,000 Shares | 0.16% |
| 60,000 | 468 | 45 out of 468 to receive 1,000 Shares | 0.16% |
| 70,000 | 351 | 39 out of 351 to receive 1,000 Shares | 0.16% |
| 80,000 | 351 | 44 out of 351 to receive 1,000 Shares | 0.16% |
| 90,000 | 508 | 71 out of 508 to receive 1,000 Shares | 0.16% |
| 100,000 | 1,791 | 279 out of 1,791 to receive 1,000 Shares | 0.16% |
| 150,000 | 1,534 | 359 out of 1,534 to receive 1,000 Shares | 0.16% |
| 200,000 | 1,497 | 467 out of 1,497 to receive 1,000 Shares | 0.16% |
| 250,000 | 662 | 258 out of 662 to receive 1,000 Shares | 0.16% |
| 300,000 | 688 | 322 out of 688 to receive 1,000 Shares | 0.16% |
| 350,000 | 410 | 224 out of 410 to receive 1,000 Shares | 0.16% |
| 400,000 | 503 | 314 out of 503 to receive 1,000 Shares | 0.16% |
| 450,000 | 231 | 162 out of 231 to receive 1,000 Shares | 0.16% |
| 500,000 | 642 | 501 out of 642 to receive 1,000 Shares | 0.16% |
| 600,000 | 489 | 458 out of 489 to receive 1,000 Shares | 0.16% |
| 700,000 | 329 | 1,000 Shares plus 30 out of 329 to receive additional 1,000 Shares |
0.16% |
| 800,000 | 325 | 1,000 Shares plus 81 out of 325 to receive additional 1,000 Shares |
0.16% |
| 900,000 | 206 | 1,000 Shares plus 83 out of 206 to receive additional 1,000 Shares |
0.16% |
| 1,000,000 | 370 | 1,000 Shares plus 207 out of 370 to receive additional 1,000 Shares |
0.16% |
| 1,100,000 | 208 | 1,000 Shares plus 149 out of 208 to receive additional 1,000 Shares |
0.16% |
| 1,200,000 | 192 | 1,000 Shares plus 167 out of 192 to receive additional 1,000 Shares |
0.16% |
| 1,300,000 | 1,629 | 1,000 Shares plus 1,610 out of 1,629 to receive additional 1,000 Shares |
0.15% |
| 54,157 | Total number of Pool A successful applicants: 7,333 |
||
| POOL B | |||
| 1,400,000 | 650 | 1,000 Shares plus 32 out of 650 to receive additional 1,000 Shares |
0.07% |
| 1,500,000 | 324 | 1,000 Shares plus 40 out of 324 to receive additional 1,000 Shares |
0.07% |
| 1,680,000 | 6,844 | 1,000 Shares plus 1,770 out of 6,844 to receive additional 1,000 Shares |
0.07% |
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Total number of Pool B successful 7,818 applicants: 7,818
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 Offer Price in addition to any brokerage, AFRC transaction levy, SFC transaction levy and trading fee payable.
OTHERS / ADDITIONAL INFORMATION
Offer Size Adjustment Option
The Offer Size Adjustment Option has been exercised by the Company in full after consultation with the Sole Overall Coordinator (for itself and on behalf of the Underwriters), pursuant to which the Company is issuing and allotting 5,040,000 additional H Shares, representing approximately 15.00% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price.
Accordingly, the total number of Offer Shares finally available under the Global Offering (after taking into account the full exercise of the Offer Size Adjustment Option) that would be allotted and issued by the Company is 38,640,000 H Shares and the total issued share capital of the Company upon Listing (after taking into account the full exercise of the Offer Size Adjustment Option) will be 537,146,709 Shares.
Reallocation
As the Hong Kong Public Offering has been over-subscribed by more than 100 times of the total number of Offer Shares initially available under the Hong Kong Public Offering, the reallocation procedure as disclosed in the paragraph headed “Structure of the Global Offering – The Hong Kong Public Offering – Reallocation” in the Prospectus has been applied.
The number of Offer Shares initially available under the Hong Kong Public Offering is 3,360,000 H Shares, representing approximately 10% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Offer Size Adjustment Option). As a result of such reallocation and the full exercise of the Offer Size Adjustment Option, the final number of Offer Shares under the Hong Kong Public Offering is adjusted to 19,320,000 H Shares, representing approximately 50% of the total number of Offer Shares available under the Global Offering (after taking into account the full exercise of the Offer Size Adjustment Option).
DISCLAIMERS
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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 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 October 31, 2024 issued by APT Electronics Co., Ltd. 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 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 and Expenses – Hong Kong Public Offering – Hong Kong Underwriting Agreement – 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 Friday, November 8, 2024).
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PUBLIC FLOAT
Immediately following the completion of the Global Offering (after taking into account the full exercise of the Offer Size Adjustment Option), an aggregate of 139,308,278 H Shares or approximately 25.93% of the total issued share capital of the Company will be held in the public hands. Therefore, the number of H Shares in the public hands represents no less than 25% of the total issued share capital of the Company, satisfying the minimum percentage requirement in compliance with Rule 8.08(1) of the Listing Rules.
The Directors confirm that, immediately following the completion of the Global Offering (after taking into account the full exercise of the Offer Size Adjustment Option), (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 immediately after the Global Offering; (iii) the three largest public Shareholders do not hold more than 50% of the Shares held in the 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.
COMMENCEMENT OF DEALINGS
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, November 8, 2024 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the paragraph headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” in the Prospectus has not been exercised. Investors who trade the H Shares on the basis of publicly available 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. on Friday, November 8, 2024 (Hong Kong time), it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, November 8, 2024 (Hong Kong time).
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The H Shares will be traded in board lots of 1,000 H Shares each, and the stock code of the H Shares will be 2551.
By order of our Board APT Electronics Co., Ltd. 廣東晶科電子股份有限公司 Mr. Xiao Guowei David
Chairperson of the Board, Executive Director and Chief Strategic Officer
Hong Kong, November 7, 2024
As at the date of this announcement, the board of directors of our Company comprises Mr. Xiao Guowei David as executive Director, Mr. Chan Philip Ching Ho, Mr. Yuan Lie Ming Peter, Mr. Wu Nan-Yang and Mr. Zheng Xin as non-executive Directors, and Ms. Zhang He, Ms. Lin Nan, Ms. Ding Hui and Mr. Chan Chi Kong as independent non-executive Directors.
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