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Bairong Inc. — Capital/Financing Update 2021
Apr 23, 2021
51005_rns_2021-04-23_0ab90830-9d9e-45a2-b214-729446d4bdd8.pdf
Capital/Financing Update
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated March 19, 2021 (the “ Prospectus ”) issued by Bairong Inc. (the “ Company ”).
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited 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 made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).
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.
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) or any other jurisdiction where such 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 in any other jurisdictions. 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 transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. There has not been and it is not currently intended for there to be any public offer of the Offer Shares 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.
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Bairong Inc. 百融雲創
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) (Stock Code: 6608)
STABILISING ACTIONS, END OF STABILISATION PERIOD AND
LAPSE OF OVER-ALLOTMENT OPTION
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STABILISING ACTIONS AND END OF STABILISATION PERIOD
The Company announces that the stabilisation period in connection with the Global Offering ended on April 23, 2021, being the 30th day after the last day for lodging applications under the Hong Kong Offering.
Further information of stabilising actions undertaken by Morgan Stanley Asia Limited, the Stabilisation Manager, its affiliates or any person acting for it during the stabilisation period is set out in this announcement.
LAPSE OF OVER-ALLOTMENT OPTION
The Joint Global Coordinators did not exercise the Over-allotment Option during the stabilisation period and the Over-allotment Option lapsed on April 23, 2021.
STABILISING ACTIONS AND END OF STABILISATION PERIOD
The Company announces that the stabilisation period in connection with the Global Offering ended on April 23, 2021, being the 30th day after the last day for lodging applications under the Hong Kong Offering.
The stabilising actions undertaken by Morgan Stanley Asia Limited, the Stabilisation Manager, its affiliates or any person acting for it during the stabilisation period are set out below:
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(i) over-allocation of an aggregate of 18,573,000 Class B Shares in the International Offering, representing approximately 15% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;
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(ii) the borrowing of an aggregate of 18,573,000 Class B Shares by the Stabilisation Manager from GCBR Holdings Limited pursuant to the Stock Borrowing Agreement to cover overallocations in the International Offering; and
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(iii) successive purchases of an aggregate of 18,573,000 Class B Shares in the price range of HK$22.50 to HK$29.45 per Class B Share (exclusive of brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) on the market during the stabilisation period, representing approximately 15% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, to facilitate the return of 18,573,000 Class B Shares borrowed from GCBR Holdings Limited pursuant to the Stock Borrowing Agreement. The last purchase made by the Stabilisation Manager on the market during the stabilisation period was on April 23, 2021 at the price of HK$23.20 per Class B Share (exclusive of brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).
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LAPSE OF OVER-ALLOTMENT OPTION
The Joint Global Coordinators did not exercise the Over-allotment Option during the stabilisation period and the Over-allotment Option lapsed on April 23, 2021.
PUBLIC FLOAT
The Company continues to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules.
By order of the Board Bairong Inc. 百融雲創 Zhang Shaofeng Chairman
Hong Kong, April 23, 2021
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Zhang Shaofeng as Chairman and executive Director; Mr. Zhao Hongqiang and Ms. Zhao Jing as executive Directors; Mr. Bai Linsen, Mr. Ren Xuefeng and Mr. Li Qiang as non-executive Directors; Professor Chen Zhiwu, Mr. Zhou Hao and Professor Guo Yike as independent nonexecutive Directors.
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