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DAHON TECH (SHENZHEN) CO., LTD. Share Issue/Capital Change 2025
50661_rns_2025-09-08_4861d3b6-a15d-422c-9a44-b2a2ac2aae09.pdf
Share Issue/Capital Change
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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 1, 2025 (the “Prospectus”) issued by DAHON TECH (SHENZHEN) CO., LTD. (the “Company”).
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, and is not intended to, 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 and in compliance with any applicable state securities laws. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold solely outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and applicable laws of each jurisdiction where those offers and sales occur.
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 Global Offering described below before deciding whether or not to invest in the H 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. 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, China Securities (International) Corporate Finance Company Limited as stabilizing manager (the “Stabilizing Manager”) (or its affiliates or any person acting for it), on behalf of the Underwriters, the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at such price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any person acting for it may determine and 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. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilization Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering (which is Saturday, October 4, 2025). Such Stabilizing action, if taken, 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 (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day after the last day for lodging applications under the Hong Kong Public Offering (which is Saturday, October 4, 2025). 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.
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 — 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 Tuesday, September 9, 2025).
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DAHON TECH (SHENZHEN) CO., LTD.
大行科工(深圳)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 under the Global Offering : 7,920,000 H Shares (subject to the Over-allotment Option)
Number of Hong Kong Offer Shares : 792,000 H Shares (subject to reallocation)
Number of International Offer Shares : 7,128,000 H Shares (subject to the Over-allotment Option)
Maximum Offer Price : HK$49.50 per H Share plus brokerage of 1%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565% (payable in full on application in Hong Kong dollars, subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 2543
Sole Sponsor, Sponsor-Overall Coordinator, Sole Overall Coordinator, Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager
中信建投國際
CHINA SECURITIES INTERNATIONAL
Joint Bookrunners and Joint Lead Managers
ABCI 衰銀國際 中華國際 BOCI 建銀国际 搖銀國際
CCB International 搖銀國際
CINB CHINA INTERNATIONAL 富派譜為
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DAHON TECH (SHENZHEN) CO., LTD./大行科工(深圳)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 September 1, 2025 (the "Prospectus") issued by DAHON TECH (SHENZHEN) CO., LTD. (the "Company").
SUMMARY
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 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 | 2543 |
| Stock short name | DAHON TECH |
| Dealings commencement date | September 9, 2025* |
- see note at the end of the announcement
| Price Information | |
|---|---|
| Offer Price | HK$49.500 |
| Offer Price Adjustment exercised | N/A |
| Offer Shares and Share Capital | |
| --- | --- |
| Number of Offer Shares | 7,920,000 |
| Number of Offer Shares in Public Offer | 792,000 |
| Number of offer shares in International Offer | 7,128,000 |
| Number of issued shares upon Listing (Note) | 31,667,841 |
Note: Without taking into account any exercise of the Over-allotment Option
| Over-allocation | |
|---|---|
| No. of Offer Shares over-allocated | 1,180,000 |
| International Offering | 1,180,000 |
| 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$392.04 million |
| Less: Estimated listing expenses payable based on Offer Price | HK$(49.84) million |
| Net proceeds | HK$342.20 million |
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 Prospectus dated September 1, 2025. The Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if any) for the purpose as set out in the section headed "Future Plans and Use of Proceeds" of the Prospectus on a pro rata basis.
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ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING
| Name | Price |
|---|---|
| No. of valid applications | 223,909 |
| No. of successful applications | 7,920 |
| Subscription level | 7,558.40 times |
| No. of Offer Shares initially available under the Public Offer | 792,000 |
| Final no. of Offer Shares under the Hong Kong Public Offering | 792,000 |
| % of Offer Shares under the Public Offer to the Global Offering (Note) | 10.0% |
Notes:
- 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 identification number or www.eipo.com.hk/eIPOAllotment for the full list of allottees.
- Assuming the Over-allotment Option is not exercised.
INTERNATIONAL OFFERING
| Name | Price |
|---|---|
| No. of places | 442 |
| Subscription Level | 21.65 times |
| No. of Offer Shares initially available under the International Offer | 7,128,000 |
| Final no. of Offer Shares under the International Offering | 7,128,000 |
| % of Offer Shares under the International Offer to the Global Offering (Note) | 90.00% |
Note: Assuming the Over-allotment Option is not exercised.
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares subscribed by the places and the public have been financed directly or indirectly by the Company, any of the Directors, chief executive of the Company, controlling shareholders, supervisors, substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii) none of the places 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, supervisors, substantial shareholders, existing shareholders of the
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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 places in the International Offering include the following:
Cornerstone Investors
| Investor | No. of Offer Shares allocated | % of Offer Shares^{(Note 1)} | % of total issued H Shares after the Global Offering^{(Note 1)} | % of total issued share capital after the Global Offering^{(Note 1)} | Existing shareholders or their close associates |
|---|---|---|---|---|---|
| Allianz Global Investors Asia Pacific Limited (“AllianzGI AP”) | 789,100 | 9.96% | 9.96% | 2.49% | No |
| Greater Bay Area Development Fund Management Limited for and on behalf of the Managed Account of Mega Prime Development Limited (“GBAD Fund Management”) | 378,800 | 4.78% | 4.78% | 1.20% | No |
| Harvest International Premium Value (Secondary Market) Fund SPC acting on behalf of and for the account of Harvest Oriental SP (“Harvest”) | 441,900 | 5.58% | 5.58% | 1.40% | No |
| VEKEN (HONGKONG) ECONOMIC AND TRADE CO., LIMITED (“Veken HK”) | 404,000 | 5.10% | 5.10% | 1.28% | No |
| Total | 2,013,800 | 25.43% | 25.43% | 6.36% |
Notes:
- Assuming the Over-allotment Option is not exercised.
-
For further details of the cornerstone investors, please refer to the section headed "Cornerstone Investors" of the Prospectus.
-
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Allottees with waivers/consents obtained
| Investor | No. of shares allocated | % of Offer Shares | % of total issued H Shares after the Global Offering (Note 1) | % of total issued share capital after the Global Offering (Note 1) | Relationship |
|---|---|---|---|---|---|
| Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to connected client (Note 2) | |||||
| Bosera Asset Management (International) Co., Limited (“Bosera AM”) | 16,000 | 0.20% | 0.20% | 0.05% | Connected client |
| Total | 16,000 | 0.20% | 0.20% | 0.05% |
Notes:
- Assuming the Over-allotment Option is not exercised.
- For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to connected client, please refer to the section headed “Others/Additional Information — Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines” in this announcement.
The Shares placed to such allottees are held on behalf of independent third parties (as defined in Chapter 4.15 of the Guide for New Listing Applicants and are in compliance with all the conditions under the consent granted by the Hong Kong Stock Exchange. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to connected clients, please refer to the section headed “Others/Additional Information — Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines” in this announcement.
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LOCK-UP UNDERTAKINGS
Shareholders of Unlisted Shares
| Name | Number of shares held in the Company subject to lock-up undertakings upon listing | Number of H 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 (Note 1) | % of shareholding in the Company subject to lock-up undertakings upon listing (Note 1) | Last day subject to the lock-up undertakings |
|---|---|---|---|---|---|
| Dr. Hon Ta-Wei (alias Hon David Tak Wei)/韓德瑋 (“Dr. Hon”) | 21,032,165 | — | — | 66.41 | March 8, 2026 (First Six-Month Period) (Note 2) |
| September 8, 2026 (Second Six-Month Period) (Note 3) | |||||
| Shenzhen Dahon Tech Enterprise Management Consulting Partnership (L.P.)/深圳大行科工企業管理諮詢合夥企業(有限合夥) (“Dahon Tech Enterprise LP”) | 378,941 | — | — | 1.20% | March 8, 2026 (First Six-Month Period) (Note 2) |
| September 8, 2026 (Second Six-Month Period) (Note 3) | |||||
| Shenzhen Meidahon Enterprise Management Consulting Partnership (L.P.)/深圳美大行企業管理諮詢合夥企業(有限合夥) | 1,075,164 | — | — | 3.40% | September 8, 2026 (Note 4) |
| Shenzhen DahonTech Enterprise Management Consulting Partnership (L.P.)/深圳大行科企業管理諮詢合夥企業(有限合夥) | 676,050 | — | — | 2.13% | September 8, 2026 (Note 4) |
| Shenzhen Dahon Enterprise Management Consulting Partnership (L.P.)/深圳大行企業管理諮詢合夥企業(有限合夥) | 392,671 | — | — | 1.24% | September 8, 2026 (Note 4) |
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| Name | Number of shares held in the Company subject to lock-up undertakings upon listing | Number of H 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 (Note 1) | % of shareholding in the Company subject to lock-up undertakings upon listing (Note 1) | Last day subject to the lock-up undertakings |
|---|---|---|---|---|---|
| Shenzhen DahonInd Enterprise Management Consulting Partnership (L.P.)/深圳大行工企業管理諮詢合夥企業(有限合夥) | 192,850 | — | — | 0.61% | September 8, 2026 (Note 4) |
Notes:
-
Assuming the Over-allotment Option is not exercised.
-
In accordance with the relevant Listing Rules/guidance materials, the required lock-up for the first six-month period ends on March 8, 2026. 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.
-
In accordance with the relevant Listing Rules/guidance materials, the required lock-up for the second six-month period ends on September 8, 2026. During the second six-month period, each Controlling Shareholder may dispose of or transfer Shares after the indicated date provided that such Controlling Shareholder will not cease to be a Controlling Shareholder. 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.
-
The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC laws.
Cornerstone Investors
| Name | Number of H 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 | % of shareholding in the Company subject to lock-up undertakings upon listing (assuming the Over-allotment Option is not exercised) | Last day subject to the lock-up undertakings |
|---|---|---|---|---|
| AllianzGI AP | 789,100 | 9.96% | 2.49% | March 8, 2026 |
| GBAD Fund Management | 378,800 | 4.78% | 1.20% | March 8, 2026 |
| Harvest | 441,900 | 5.58% | 1.40% | March 8, 2026 |
| Veken HK | 404,000 | 5.10% | 1.28% | March 8, 2026 |
| Subtotal | 2,013,800 | 25.43% | 6.36% | |
| In accordance with the Cornerstone Investment Agreements, the required lock-up ends on March 8, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring H Shares subscribed for pursuant to the Cornerstone Investment Agreements after the indicated date. |
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PLACEE CONCENTRATION ANALYSIS
| Placees
(Note 1) | Number of H Shares allotted | Allotment as % of International Offering (assuming no exercise of the Over-allotment Option) | Allotment as % of International Offering (assuming the Over-allotment Option is exercised in full and new H Shares are issued) | Allotment as % of total Offer Shares (assuming no exercise of the Over-allotment Option) | Allotment as % of total Offer Shares (assuming the Over-allotment Option is exercised in full and new H Shares are issued) | Number of Shares held upon Listing | % of total issued share capital upon Listing (assuming no exercise of the Over-allotment Option) | % of total issued share capital upon Listing (assuming the Over-allotment Option is exercised in full and new H Shares are issued) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Top 1 | 789,100 | 11.07% | 9.50% | 9.96% | 8.67% | 789,100 | 2.49% | 2.40% |
| Top 5 | 2,475,800 | 34.73% | 29.80% | 31.26% | 27.21% | 2,475,800 | 7.82% | 7.54% |
| Top 10 | 4,041,500 | 56.70% | 48.65% | 51.03% | 44.41% | 4,041,500 | 12.76% | 12.30% |
| Top 25 | 6,612,300 | 92.77% | 79.59% | 83.49% | 72.66% | 6,612,300 | 20.88% | 20.13% |
Notes
1. Ranking of places is based on the number of H Shares allotted to the places.
H SHAREHOLDERS CONCENTRATION ANALYSIS
| H Shareholders (Note 1) |
|---|
| Top 1 |
| Top 5 |
| Top 10 |
| Top 25 |
| Number of H Shares allotted |
| --- |
| 789,100 |
| 2,475,800 |
| 4,041,500 |
| 6,612,300 |
| Number of H Shares held upon Listing |
| --- |
| 789,100 |
| 2,475,800 |
| 4,041,500 |
| 6,612,300 |
| % of total issued H Shares capital upon Listing (assuming the Over-allotment Option is exercised in full and new H Shares are issued) |
| --- |
| 8.67% |
| 2,475,800 |
| 4,041,500 |
| 6,612,300 |
Note
- Ranking of $H$ Shareholders is based on the number of $H$ Shares held by the $H$ Shareholders upon Listing.
SHAREHOLDER CONCENTRATION ANALYSIS
| Shareholders (Note 1) |
|---|
| Top 1 (Note 2) |
| Top 5 |
| Top 10 |
| Top 25 |
| Number of H Shares allotted |
| --- |
| 0 |
| 1,251,100 |
| 2,825,800 |
| 6,045,300 |
| Number of H Shares held upon Listing |
| --- |
| 0 |
| 2,825,800 |
| 6,045,300 |
Notes
- Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
- Including the Controlling Shareholders, namely Dr. Hon and Dahon Tech Enterprise LP.
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:
| NO. OF SHARES APPLIED FOR | NO. OF VALID APPLICATIONS | BASIS OF ALLOTMENT/BALLOT | APPROXIMATE PERCENTAGE ALLOTTED OF THE TOTAL NO. OF SHARES APPLIED FOR |
|---|---|---|---|
| POOL A | |||
| 100 | 50,347 | 10 out of 50,347 to receive 100 Shares | 0.02% |
| 200 | 29,521 | 12 out of 29,521 to receive 100 Shares | 0.02% |
| 300 | 9,412 | 6 out of 9,412 to receive 100 Shares | 0.02% |
| 400 | 8,411 | 7 out of 8,411 to receive 100 Shares | 0.02% |
| 500 | 6,866 | 7 out of 6,866 to receive 100 Shares | 0.02% |
| 600 | 3,477 | 4 out of 3,477 to receive 100 Shares | 0.02% |
| 700 | 2,336 | 3 out of 2,336 to receive 100 Shares | 0.02% |
| 800 | 2,502 | 4 out of 2,502 to receive 100 Shares | 0.02% |
| 900 | 2,168 | 4 out of 2,168 to receive 100 Shares | 0.02% |
| 1,000 | 15,768 | 33 out of 15,768 to receive 100 Shares | 0.02% |
| 1,500 | 5,617 | 17 out of 5,617 to receive 100 Shares | 0.02% |
| 2,000 | 6,378 | 26 out of 6,378 to receive 100 Shares | 0.02% |
| 2,500 | 3,012 | 16 out of 3,012 to receive 100 Shares | 0.02% |
| 3,000 | 2,659 | 16 out of 2,659 to receive 100 Shares | 0.02% |
| 3,500 | 1,874 | 14 out of 1,874 to receive 100 Shares | 0.02% |
| 4,000 | 2,459 | 20 out of 2,459 to receive 100 Shares | 0.02% |
| 4,500 | 1,488 | 14 out of 1,488 to receive 100 Shares | 0.02% |
| 5,000 | 10,938 | 113 out of 10,938 to receive 100 Shares | 0.02% |
| 10,000 | 7,909 | 163 out of 7,909 to receive 100 Shares | 0.02% |
| 15,000 | 4,464 | 138 out of 4,464 to receive 100 Shares | 0.02% |
| 20,000 | 4,306 | 178 out of 4,306 to receive 100 Shares | 0.02% |
| 25,000 | 2,553 | 132 out of 2,553 to receive 100 Shares | 0.02% |
| 30,000 | 2,282 | 141 out of 2,282 to receive 100 Shares | 0.02% |
| 35,000 | 1,678 | 121 out of 1,678 to receive 100 Shares | 0.02% |
| 40,000 | 1,878 | 155 out of 1,878 to receive 100 Shares | 0.02% |
| 45,000 | 1,251 | 116 out of 1,251 to receive 100 Shares | 0.02% |
| 50,000 | 2,225 | 230 out of 2,225 to receive 100 Shares | 0.02% |
| 60,000 | 2,038 | 253 out of 2,038 to receive 100 Shares | 0.02% |
| 70,000 | 1,818 | 263 out of 1,818 to receive 100 Shares | 0.02% |
| 80,000 | 1,585 | 262 out of 1,585 to receive 100 Shares | 0.02% |
| 90,000 | 1,352 | 252 out of 1,352 to receive 100 Shares | 0.02% |
| 100,000 | 5,951 | 1,230 out of 5,951 to receive 100 Shares | 0.02% |
| 206,523 | Total number of Pool A successful applicants: 3,960 |
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| NO. OF SHARES APPLIED FOR | NO. OF VALID APPLICATIONS | BASIS OF ALLOTMENT/BALLOT | APPROXIMATE PERCENTAGE ALLOTTED OF THE TOTAL NO. OF SHARES APPLIED FOR |
|---|---|---|---|
| POOL B | |||
| 120,000 | 3,809 | 445 out of 3,809 to receive 100 Shares | 0.01% |
| 140,000 | 1,968 | 268 out of 1,968 to receive 100 Shares | 0.01% |
| 160,000 | 1,386 | 216 out of 1,386 to receive 100 Shares | 0.01% |
| 180,000 | 1,042 | 183 out of 1,042 to receive 100 Shares | 0.01% |
| 200,000 | 2,084 | 406 out of 2,084 to receive 100 Shares | 0.01% |
| 250,000 | 1,263 | 307 out of 1,263 to receive 100 Shares | 0.01% |
| 300,000 | 898 | 262 out of 898 to receive 100 Shares | 0.01% |
| 350,000 | 646 | 220 out of 646 to receive 100 Shares | 0.01% |
| 396,000 | 4,290 | 1,653 out of 4,290 to receive 100 Shares | 0.01% |
| 17,386 | Total number of Pool B successful applicants: 3,960 |
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.
OTHERS|ADDITIONAL INFORMATION
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines
Under the International Offering, certain Offer Shares were placed to connected clients of their connected distributors pursuant to the Placing Guidelines.
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares in the International Offering to the connected clients. The allocation of Offer Shares to such connected clients is in compliance with all the conditions under the consent granted by the Stock Exchange. Details of the placement to connected clients are set out below:
| No. | Connected Distributor | Connected Client | Relationship with the Connected Distributor | Whether the connected clients will hold the beneficial interests of the Offer Shares on a nondiscretionary basis or discretionary basis for independent third parties | Number of Offer Shares to be allocated to the connected client | Approximate percentage of Offer Shares allocated to the connected client (assuming no exercise of the Over-allotment Option) | Approximate percentage of total issued share capital after the Global Offering (assuming no exercise of the Overallotment Option) |
|---|---|---|---|---|---|---|---|
| 1. | CMB International Capital Limited (“CMBI”), CMB International Securities Limited (“CMBI Securities”) and CMB International Global Markets Limited (“CMBI Global Market”) | Bosera Asset Management (International) Co., Ltd (“Bosera AM”). Please refer to Note 1. | Bosera AM is a member of the same group with CMBI, CMBI Securities and CMBI Global Market | Discretionary | 16,000 | 0.20% | 0.05% |
Note:
-
Bosera AM will hold the Offer Shares in its capacity as discretionary fund manager managing assets on behalf of its underlying clients. To the best of Bosera AM’s knowledge after due enquiry, each underlying clients of Bosera AM is an independent third party of Bosera AM, CMBI, CMBI Securities and CMBI Global Market and the companies which are members of the same group of CMBI, CMBI Securities and CMBI Global Market.
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DISCLAIMERS
| 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 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 September 1, 2025 issued by DAHON TECH (SHENZHEN) CO., LTD. for detailed information about the Global Offering described below before deciding whether or not to invest in the H Shares thereby being offered. |
| *Potential investors of the Offer Shares should note that 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 -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 September 9, 2025). |
PUBLIC FLOAT
Immediately following the completion of the Global Offering (before any exercise of the Over-allotment Option), an aggregate of 7,920,000 Shares or approximately $25.01\%$ of the total issued share capital of the Company will be held in the public hands. Therefore, the number of 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 19A.13A of the Listing Rules.
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the Listing Date. As such, Shares held by the Cornerstone Investors upon the Listing shall not be counted towards the free float of the Shares of the Company at the time of Listing. Based on the Offer Price of HK$49.5 per Share, the Company satisfies the free float requirement under Rule 19A.13C of the Listing Rules.
The Directors confirm that, immediately following the completion of the Global Offering (before any exercise of the Over-allotment 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 Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, September 9, 2025 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the paragraph headed "Underwriting — Underwriting Arrangements — Hong Kong Public Offering — Grounds for Termination" in the Prospectus has not been exercised. Investors who trade the Shares on the basis of publicly available allocation details 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 Global Offering becomes unconditional at or before 8:00 a.m. on Tuesday, September 9, 2025 (Hong Kong time), it is expected that dealings in the Shares on the Hong Kong Stock Exchange will commence at 9:00 a.m. on Tuesday, September 9, 2025 (Hong Kong time).
By order of the Board
DAHON TECH (SHENZHEN) CO., LTD.
Dr. Hon Ta-Wei
Executive Director and Chairman of the Board
Hong Kong, September 8, 2025
Directors and proposed directors of the Company are: (i) Dr. Hon Ta-Wei, Ms. Li Guiyu, Ms. Liu Guocun and Ms. Lee Hsiu-Fen as executive directors; and (ii) Dr. Lee Lai Sun Peter, Mr. Liu Xuequan and Mr. Zhao Gensheng as independent non-executive directors.
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