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APT Electronics Co., Ltd. — Capital/Financing Update 2024
Oct 30, 2024
50666_rns_2024-10-30_d343f856-a172-411b-8032-56d050ec5e82.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 the : 33,600,000 H Shares (subject to the Offer Size Global Offering Adjustment Option) Number of Hong Kong Offer : 3,360,000 H Shares (subject to the Offer Size Shares Adjustment Option and reallocation) Number of International Offer : 30,240,000 H Shares (subject to reallocation Shares and 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% (payable in full on application in Hong Kong dollars and subject to refund) 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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IMPORTANT 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 Hong Kong Stock Exchange at www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information” section, and our website at www.apt-hk.com . If you require a printed copy of the Prospectus, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may use one of the following application channels:
| Application Channel White Form eIPO service. . . . . . . . . . . . HKSCC EIPO channel. . . . . . . . . . . |
Platform www.eipo.com.hk Your broker or custodian who is a HKSCC Participant will submit a HKSCC EIPO application on your behalf through HKSCC’s FINI system in accordance with your instruction. |
Target Investors Investors who would like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name. Investors who would not like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees, deposited directly into CCASS and credited to your designated HKSCC Participant’s stock account. |
Application Time From 9:00 a.m. on Thursday, October 31, 2024 to 11:30 a.m. on Tuesday, November 5, 2024, Hong Kong time. The latest time for completing full payment of application monies will be 12:00 noon on Tuesday, November 5, 2024, Hong Kong time. Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian. |
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We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of the Prospectus are identical to the printed document as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).
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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 of the procedures through which you can apply for the Hong Kong Offer Shares electronically.
Your application must be for a minimum of 1,000 Hong Kong Offer Shares and in one of the numbers set out in the table below. You are required to pay the amount next to the number you select.
Your application through the White Form eIPO service or the HKSCC EIPO channel must be made for a minimum of 1,000 Hong Kong Offer Shares and in multiples of that number of Hong Kong Offer Shares as set out in the table below. No application for any other number of Hong Kong Offer Shares will be considered and such an application is liable to be rejected. 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 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.
| No. of Hong Kong Offer Shares applied for 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 10,000 15,000 |
Amount payable(2) on application HK$ 3,646.41 7,292.81 10,939.22 14,585.63 18,232.04 21,878.43 25,524.85 29,171.25 32,817.67 36,464.06 54,696.10 |
No. of Hong Kong Offer Shares applied for 20,000 25,000 30,000 35,000 40,000 45,000 50,000 60,000 70,000 80,000 90,000 |
Amount payable(2) on application HK$ 72,928.14 91,160.18 109,392.20 127,624.24 145,856.28 164,088.31 182,320.34 218,784.41 255,248.48 291,712.55 328,176.62 |
No. of Hong Kong Offer Shares applied for 100,000 150,000 200,000 250,000 300,000 350,000 400,000 450,000 500,000 600,000 700,000 |
Amount payable(2) on application HK$ 364,640.69 546,961.02 729,281.36 911,601.71 1,093,922.05 1,276,242.40 1,458,562.75 1,640,883.08 1,823,203.43 2,187,844.11 2,552,484.80 |
No. of Hong Kong Offer Shares applied for 800,000 900,000 1,000,000 1,100,000 1,200,000 1,300,000 1,400,000 1,500,000 1,680,000(1) |
Amount payable(2) on application |
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| HK$ 2,917,125.48 3,281,766.16 3,646,406.86 4,011,047.54 4,375,688.22 4,740,328.90 5,104,969.59 5,469,610.28 6,125,963.51 |
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(1) Maximum number of Hong Kong Offer Share you may apply for.
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(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC).
No application for any other number of the Hong Kong Offer Shares will be considered and any such application is liable to be rejected.
APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE
We have applied to the Listing Committee of the Hong Kong Stock Exchange for the listing of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering (including the H Shares to be converted from the Domestic Unlisted Shares).
STRUCTURE OF THE GLOBAL OFFERING
The Global Offering comprises:
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the Hong Kong Public Offering of initially 3,360,000 H Shares (subject to reallocation and the Offer Size Adjustment Option) in Hong Kong, representing approximately 10% of the total number of Offer Shares initially available under the Global Offering, and
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the International Offering of initially 30,240,000 H Shares (subject to reallocation and the Offer Size Adjustment Option), representing approximately 90% of the total number of Offer Shares initially available under the Global Offering.
The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section headed “Structure of the Global Offering” in the Prospectus.
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In particular, subject to the requirements under Practice Note 18 of the Listing Rules and the Guide of New Listing Applicants issued by the Hong Kong Stock Exchange (the “ Guide ”), the Sole Overall Coordinator may, at its sole discretion, reallocate Offer Shares initially allocated for the International Offering to the Hong Kong Public Offering. In accordance with Practice Note 18 of the Listing Rules and Chapter 4.14 of the Guide, if such reallocation is done other than pursuant to the clawback mechanism as described in the section headed “Structure of the Global Offering — The Hong Kong Public Offering — Reallocation” in the Prospectus, the maximum total number of Offer Shares that may be allocated to the Hong Kong Public Offering following such reallocation shall be not more than 6,720,000 Offer Shares, representing approximately 20% of the total number of Offer Shares initially available under the Global Offering.
In connection with the Global Offering, the Company has the Offer Size Adjustment Option under the Hong Kong Underwriting Agreement, pursuant to which the Company may issue and allot up to an aggregate of 5,040,000 additional Shares at the Offer Price. The Offer Size Adjustment Option provides flexibility to increase the number of Offer Shares available for purchase under the Global Offering to cover additional market demand, if any. The Offer Size Adjustment Option may be exercised by the Company after consultation with the Sole Overall Coordinator and the Sole Sponsor on or before November 6, 2024 and will expire upon execution of the International Underwriting Agreement.
PRICING
The Offer Price will be HK$3.61 per Offer Share, unless otherwise announced. Applicants under the Hong Kong Public Offering are required to pay, on application (subject to application channel), the Offer Price of HK$3.61 per Offer Share together with 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% payable on each Offer Share.
EXPECTED TIMETABLE
Hong Kong Public Offering commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Thursday, October 31, 2024 Latest time to complete electronic applications via the White Form eIPO service through the designated website at www.eipo.com.hk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Tuesday, November 5, 2024 Application lists of the Hong Kong Public Offering open . . . . . . . . . . . . . . . . . 11:45 a.m. on Tuesday, November 5, 2024
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Latest time for (a) completing full payment of
application monies via the White Form eIPO service, or
- (b) giving electronic application instructions to HKSCC . . . . . . . . . . . . . .12:00 noon on
Tuesday, November 5, 2024
If you are instructing your broker or custodian who is a HKSCC Participant to submit HKSCC EIPO applications on your behalf through HKSCC’s FINI system in accordance with your instruction, 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 of the Hong Kong Public Offering close . . . . . . . . . . . . . . . . .12:00 noon on Tuesday, November 5, 2024
Announcement of:
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the level of indications of interest in the International Offering;
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the level of applications in the Hong Kong Public Offering; and
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the basis of allocation of the Hong Kong Offer Shares
to be published on our website of our Company at www.apt-hk.com and the website of
the Hong Kong Stock Exchange at www.hkexnews.hk . . . . . . .no later than 11:00 p.m. on Thursday, November 7, 2024
Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels, including:
- from the designated results of allocations website at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 p.m. on
Thursday, November 7, 2024 to 12:00 midnight Wednesday, November 13, 2024
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The Hong Kong Stock Exchange’s website at www.hkexnews.hk and our website at www.apt-hk.com which will provide links to the above mentioned websites of the H Share Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .no later than 11:00 p.m. on Thursday, November 7, 2024
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• from the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, November 8, 2024 to Wednesday, November 13, 2024
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(excluding Saturdays, Sundays and public holiday in Hong Kong)
H Share certificates in respect of wholly or partially successful applications applied through HKSCC EIPO pursuant to the Hong Kong Public Offering to be dispatched or deposited into CCASS on or before . . . . . . . . .Thursday, November 7, 2024 White Form e-Refund payment instructions/refund checks in respect of wholly or partially unsuccessful applications to be dispatched/collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on or before Friday, November 8, 2024 Dealings in the H Shares on the Hong Kong Stock Exchange expected to commence at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, November 8, 2024
Note: Unless otherwise stated, all dates and times refer to Hong Kong local dates and times.
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SETTLEMENT
Subject to the granting of listing of, and permission to deal in, our H Shares on the Hong Kong Stock Exchange and compliance with the stock admission requirements of HKSCC, the H 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 H Shares on the Hong Kong Stock Exchange or any other date as HKSCC chooses. Settlement of any transactions between participants of the Hong Kong Stock Exchange 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. Investors should seek the advice of their stockbroker or other professional advisors for details of the settlement arrangements as such arrangements may affect their rights and interests. All necessar y arrangements have been made for our H Shares to be admitted into CCASS.
PUBLICATION OF RESULTS
The Company expects to announce the level of indication 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 Hong Kong Stock Exchange at www.hkexnews.hk and the Company’s website at www.apt-hk.com by no later than 11:00 p.m. on Thursday, November 7, 2024 (Hong Kong time).
The results of allocations and the Hong Kong identification document numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels at the times and date and in the manner specified in the section headed “How to Apply for Hong Kong Offer Shares — B. Publication of Results” in the Prospectus.
If an application is rejected, not accepted or accepted in part only, or if the conditions of the Global Offering are not fulfilled in accordance with the section headed “Structure of the Global Offering — Conditions of the Global Offering” in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy, AFRC transaction levy and Hong Kong Stock Exchange trading fee, will be refunded, without interest.
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No temporary document of title will be issued in respect of the H Shares. No receipt will be issued for sums paid on application. H Share certificates will only become valid evidence of title at 8:00 a.m. (Hong Kong time) on the Listing Date, provided that the Global Offering has become unconditional in all respects, and the right of termination described in the section headed “Underwriting” in the Prospectus has not been exercised. Investors who trade the H Shares on the basis of publicly available allocation details prior to the receipt of the H Share certificates or prior to the H Share certificates becoming valid evidence of title do so entirely at their own risk.
Assuming the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong time) on Friday, November 8, 2024, dealings in the Company’s H Shares on the Hong Kong Stock Exchange will commence at 9:00 a.m. (Hong Kong time) on Friday, November 8, 2024.
The H Shares will be traded in board lots of 1,000 H Shares each.
The stock code of the Company’s 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, October 31, 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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