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CALB Group Co., Ltd. Capital/Financing Update 2022

Sep 23, 2022

50927_rns_2022-09-22_bbf760e5-8173-4de6-8201-9755a7495c8b.pdf

Capital/Financing Update

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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.

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated September 23, 2022 (the “ Prospectus ”) of CALB Co., Ltd. (the “ Company ”).

This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for any securities of the Company. 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 to any U.S. person (“ U.S. Persons ”) (as defined in Regulation S (“ Regulation S ”) under the U.S. Securities Act of 1933, as amended from time to time, (the “ U.S. Securities Act ”)) or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in Hong Kong, the United States or elsewhere.

The Company is not, and does not intend to be, registered under the U.S. Investment Company Act of 1940 (the “ U.S. Investment Company Act ”). The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares mentioned herein have not been, and will not be, registered under the U.S. Securities Act or any state securities law in the United States and may be offered and sold only outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

In connection with the Global Offering, Huatai Financial Holdings (Hong Kong) Limited as stabilizing manager (the “ Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct any such stabilizing action, which, if taken, will be done at the absolute discretion of the Stabilizing Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest of the Company and may be discontinued at any time. Any such stabilizing action is required to be brought to an end on the 30th day after the last day for lodging applications under the Hong Kong Public Offering being Friday, October 28, 2022.

In connection with the Global Offering, Huatai Financial Holdings (Hong Kong) Limited acts as the Sponsor-Overall Coordinator, Overall Coordinator and Capital Market Intermediary; J.P. Morgan Securities (Asia Pacific) Limited act as the Overall Coordinator and Capital Market Intermediary; and Citigroup Global Markets Asia Limited, Credit Suisse (Hong Kong) Limited and Futu Securities International (Hong Kong) Limited together act as the Capital Market Intermediaries.

Such stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Cap. 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Potential investors should be aware that no stabilizing action can be taken on the Stock Exchange to support the price of the H Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on Friday, October 28, 2022, 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 H Shares, and therefore the price of the H Shares, could fall.

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CALB Co., Ltd. 中創新航科技股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

GLOBAL OFFERING

Number of Offer Shares in : 265,845,300 H Shares (subject to the the Global Offering Over-allotment Option) Number of International Offer Shares : 252,553,000 H Shares (subject to adjustment and the Over-allotment Option) Number of Hong Kong Offer Shares : 13,292,300 H Shares (subject to adjustment) Maximum Offer Price : HK$51.00 per H Share, plus brokerage of 1%, SFC transaction levy of 0.0027%, Hong Kong Stock Exchange trading fee of 0.005% and FRC transaction levy of 0.00015% (payable in full on application in Hong Kong dollars and subject to refund on final pricing) Nominal value : RMB1.00 per H Share Stock code : 3931

Sole Sponsor

==> picture [125 x 32] intentionally omitted <==

Overall Coordinators

Joint Global Coordinators

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 or printed copies of any application forms 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 the “HKEXnews > New Listings > New Listing Information” section, and our website at www.calb-tech.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:

  • (1) apply online through the HK eIPO White Form service in the IPO App (which can be downloaded by searching “ IPO App ” in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp ) or at www.hkeipo.hk ; or

  • (2) apply through the CCASS EIPO service to electronically cause HKSCC Nominees to apply on your behalf, including by:

  • (i) instructing your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Hong Kong Offer Shares on your behalf; or

  • (ii) (if you are an existing CCASS Investor Participant ) giving electronic application instructions through the CCASS Internet System ( https://ip.ccass.com ) or through the CCASS Phone System by calling +852 2979 7888 (using the procedures in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time). HKSCC can also input electronic application instructions for CCASS Investor Participants through HKSCC’s Customer Service Centre at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong by completing an input request.

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 Prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

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 “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.

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Your application through the HK eIPO White Form service or the CCASS EIPO service must be for a minimum of 100 Hong Kong Offer Shares and in one of the numbers set out in the table. You are required to pay the amount next to the number you select.

No. of No. of No. of No. of
Hong Kong Amount Hong Kong Amount Hong Kong Amount Hong Kong Amount
Offer Shares payable on Offer Shares payable on Offer Shares payable on Offer Shares payable on
applied for application applied for application applied for application applied for application
HK$ HK$ HK$ HK$
100 5,151.41 3,500 180,299.02 70,000 3,605,980.25 3,000,000 154,542,010.50
200 10,302.81 4,000 206,056.02 80,000 4,121,120.28 4,000,000 206,056,014.00
300 15,454.20 4,500 231,813.02 90,000 4,636,260.32 5,000,000 257,570,017.50
400 20,605.60 5,000 257,570.02 100,000 5,151,400.35 6,646,100(1) 342,367,218.67
500 25,757.01 6,000 309,084.02 200,000 10,302,800.70
600 30,908.41 7,000 360,598.03 300,000 15,454,201.05
700 36,059.80 8,000 412,112.03 400,000 20,605,601.40
800 41,211.20 9,000 463,626.03 500,000 25,757,001.75
900 46,362.61 10,000 515,140.04 600,000 30,908,402.10
1,000 51,514.01 20,000 1,030,280.07 700,000 36,059,802.45
1,500 77,271.01 30,000 1,545,420.11 800,000 41,211,202.80
2,000 103,028.00 40,000 2,060,560.14 900,000 46,362,603.15
2,500 128,785.01 50,000 2,575,700.18 1,000,000 51,514,003.50
3,000 154,542.01 60,000 3,090,840.21 2,000,000 103,028,007.00

(1) Maximum number of Hong Kong Offer Shares you may apply for.

No application for any other number of Hong Kong Offer Shares will be considered and any such application is liable to be rejected.

THE LISTING APPLICATION

The Company has applied to the Stock Exchange for the listing of, and permission to deal in, the H Shares to be issued pursuant to the Global Offering (including the H 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. in Hong Kong on Thursday, October 6, 2022, it is expected that dealings in the H Shares on the Main Board of the Stock Exchange will commence at 9:00 a.m. on Thursday, October 6, 2022.

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STRUCTURE OF THE GLOBAL OFFERING

The Global Offering comprises (i) the Hong Kong Public Offering of initially 13,292,300 Hong Kong Offer Shares (subject to reallocation) and (ii) the International Offering of initially 252,553,000 International Offer Shares (subject to reallocation and the Over-allotment Option).

The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering is subject to reallocation as detailed in the section headed “Structure of the Global Offering – The Hong Kong Public Offering – Reallocation” in the Prospectus. In particular, the Overall Coordinators may reallocate Offer Shares of the International Offering to the Hong Kong Public Offering. In accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to clawback mechanism as described in the section headed “Structure of the Global Offering – The Hong Kong Public Offering – Reallocation” in the Prospectus, then the maximum number of the Offer Shares available under the Hong Kong Public Offering after any such reallocation shall not exceed 26,584,600 Offer Shares, representing approximately 10.0% of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), and the final Offer Price shall be fixed at HK$38.00 per Offer Share (being the low-end of the Offer Price range stated in the Prospectus). Further details on the circumstances under which the above guidance letter would apply are set out in the section titled “Structure of the Global Offering” in the Prospectus.

In connection with the Global Offering, it is expected that our Company will grant the Overallotment Option to the International Underwriters, which will be exercisable by the Overall Coordinators (on behalf of the International Underwriters) in whole or in part at their sole and absolute discretion within 30 days after the last day for lodging applications under the Hong Kong Public Offering. Pursuant to the Over-allotment Option, the International Underwriters have the right, exercisable by the Overall Coordinators (on behalf of the International Underwriters), to require our Company to issue and allot up to 37,218,200 additional Offer Shares, representing approximately 14.00% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price under the International Offering, to cover over-allocations in the International Offering, if any. In the event that the Over-allotment Option is exercised, an announcement will be made by the Company which will be posted on the websites of the Company at www.calb-tech.com and the Stock Exchange at www.hkexnews.hk .

PRICING

The Offer Price will not be more than HK$51.00 per Offer Share and is expected to be not less than HK$38.00 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.

Applicants under the Hong Kong Public Offering are required to pay, on application, the maximum Offer Price of HK$51.00 per Offer Share plus the brokerage fee of 1.0%, SFC transaction levy of 0.0027%, Financial Reporting Council transaction levy of 0.00015% and the Stock Exchange trading fee of 0.005% payable on each Offer Share, subject to refund if the Offer Price as finally determined is less than HK$51.00 per Offer Share.

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EXPECTED TIMETABLE

Hong Kong Public Offering commences . . . . . . . . . . . . . . 9:00 a.m. on Friday, September 23, 2022

Latest time for completing electronic applications under the HK eIPO White Form service through

  • one of the ways below: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Wednesday, September 28, 2022

    • the IPO App , which can be downloaded by searching “ IPO App ” in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp

    • the designated website www.hkeipo.hk

  • Application lists for the Hong Kong Public Offering open . . . . . . . . . . . . . . . . . . . . . . . .11:45 a.m. Wednesday, September 28, 2022

Latest time for (a) completing payment for the HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (b) giving electronic application instructions to HKSCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon Wednesday, September 28, 2022

  • If you are instructing your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the 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 Wednesday, September 28, 2022

Expected Price Determination Date. . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, September 28, 2022

Announcement of:

  • the Offer Price;

  • indications of the level of interest in the International Offering and the level of applications in the Hong Kong Public Offering; and

  • the basis of allocations of the Hong Kong Offer Shares to be published on our website at www.calb-tech.com and the website of the Hong Kong Stock Exchange at www.hkexnews.hk on or before . . . . . . . . . . . . . . . . . . Wednesday, October 5, 2022

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the 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

  • in the announcement to be posted on the website of our Company at www.calb-tech.com and the website of the Hong Kong Stock Exchange at www.hkexnews.hk . . . . . . . . . . . . . . Wednesday, October 5, 2022

  • from the “IPO Results” function in the IPO App or the designated results of allocations website at www.hkeipo.hk/IPOResult (or www.tricor.com.hk/ipo/result ) with a “search by ID” function from . . . . . . . . . . . . . . . . . . . ..8:00 a.m. on Wednesday,

October 5, 2022 to 12:00 midnight on Tuesday, October 11, 2022

  • from the allocation results telephone enquiry line by calling +852 3691 8488 between 9:00 a.m. and

  • 6:00 p.m. from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, October 5, 2022

    • to Monday, October 10, 2022

    • (exclude Saturday, Sunday and public holiday in Hong Kong)

Dispatch/Collection of H Share certificates or deposit of

H Share certificates into CCASS in respect of wholly or partially successful applications under the

  • Hong Kong Public Offering on or before. . . . . . . . . . . . . . . . . . . . . Wednesday, October 5, 2022

Dispatch/Collection of HK eIPO White Form e-Auto Refund

payment instructions/refund cheques on or before . . . . . . . . . . . . . . Wednesday, October 5, 2022

Dealings in the H Shares on the Hong Kong Stock

Exchange expected to commence at. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, October 6, 2022

SETTLEMENT

Subject to the granting of, the listing of, and permission to deal in, the H Shares on the 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 Listing Date or on any other date as determined by HKSCC. Settlement of transactions between participants of the 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 CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the H Shares to be admitted into CCASS. Prospective investors should seek the advice of their stockbrokers or other professional advisers for details of those settlement arrangements and how such arrangements will affect their rights and interests.

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ELECTRONIC APPLICATION CHANNELS

HK eIPO White Form service

You may submit your application through the HK eIPO White Form service in the IPO App or at www.hkeipo.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Friday, September 23, 2022 until 11:30 a.m. on Wednesday, September 28, 2022 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Wednesday, September 28, 2022 or such later time as described under the section headed “How to apply for Hong Kong Offer Shares – C. Effect of bad weather and/or Extreme Conditions on the opening and closing of the application lists” in the Prospectus.

CCASS EIPO service

CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:

Friday, September 23, 2022 – 9:00 a.m. to 8:30 p.m. Saturday, September 24, 2022 – 8:00 a.m. to 1:00 p.m. Monday, September 26, 2022 – 8:00 a.m. to 8:30 p.m. Tuesday, September 27, 2022 – 8:00 a.m. to 8:30 p.m. Wednesday, September 28, 2022 – 8:00 a.m. to 12:00 noon

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Friday, September 23, 2022 until 12:00 noon on Wednesday, September 28, 2022 (24 hours daily, except on Wednesday, September 28, 2022, the last day for applications).

The latest time for inputting such electronic application instructions will be 12:00 noon on Wednesday, September 28, 2022, the last application day or such later time as described in the section headed “How to apply for Hong Kong Offer Shares – C. Effect of bad weather and/or Extreme Conditions on the opening and closing of the application lists” in the Prospectus.

The times in this sub-section are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.

If you are instructing your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the 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.

The application monies (including the brokerage, SFC transaction levy, FRC transaction levy and the Stock Exchange trading fee) will be held by the receiving bank and on behalf of the Company after the closing of the application lists and the refund monies, if any, will be returned to the applicants without any interest on or before Wednesday, October 5, 2022.

Please refer to the sections “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in the Prospectus for details of the conditions and procedures for applications for Hong Kong Offer Shares.

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PUBLICATION OF RESULTS

The Company expects 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 allocations of the Hong Kong Offer Shares on Wednesday, October 5, 2022 on the websites of the Company at www.calb-tech.com and the Stock Exchange at www.hkexnews.hk .

The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration/certificate of incorporation numbers of successful applicants under the Hong Kong Public Offering will be available at the times and dates and in the manner specified in the section “How to Apply for Hong Kong Offer Shares – D. Publication of results” in the Prospectus.

If an application is 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$51.00 per Offer Share (excluding brokerage, SFC transaction levy, FRC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with the section headed “Structure of the Global Offering – Conditions of the Hong Kong Public 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, FRC transaction levy and the Stock Exchange trading fee, will be refunded, without interest. Any refund of your application monies will be made on or before Wednesday, October 5, 2022.

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 and refund cheques are expected to be posted on or before Wednesday, October 5, 2022 as further described in the section “How to Apply for Hong Kong Offer Shares – G. Despatch/Collection of H Share certificates and refund monies” in the Prospectus. Share certificates will only become valid at 8:00 a.m. on Thursday, October 6, 2022, provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting” in the Prospectus has not been exercised. Dealings in the H Shares on the Main Board of the Stock Exchange are expected to commence at 9:00 a.m. on Thursday, October 6, 2022. The H Shares will be traded in board lots of 100 H Shares and the stock code of the H Shares will be 3931.

This announcement is available for viewing on the website of the Company at www.calb-tech.com and the website of the Stock Exchange at www.hkexnews.hk .

By order of the Board CALB Co., Ltd. 中創新航科技股份有限公司 Liu Jingyu

Chairwoman of the Board and Executive Director

Hong Kong, September 23, 2022

As at the date of this announcement, the Board of Directors of the Company comprises Ms. LIU Jingyu and Mr. DAI Ying as executive Directors; Mr. ZHOU Sheng, Mr. ZHANG Guoqing and Mr. LI Yunxiang as non-executive Directors; Mr. WU Guangquan, Mr. WANG Susheng and Mr. CHEN Zetong as independent non-executive Directors.

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