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DAHON TECH (SHENZHEN) CO., LTD. Share Issue/Capital Change 2025
50661_rns_2025-08-31_0f40b555-bb60-4ce9-abc1-a6048ae09596.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.
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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)
Offer Price : HK$49.5 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 景銀國際 中銀國際 BOCI 建銀国际 CON International 光信国际 CON INTERNATIONAL 富豪諮詢
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
The Company has applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the H Shares to be issued pursuant to the Global Offering (including any additional H Shares which may be issued pursuant to the Over-allotment Option).
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Tuesday, September 9, 2025, it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m. on Tuesday, September 9, 2025.
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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 this prospectus to the public in relation to the Hong Kong Public Offering.
This 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 https://dahon.com. If you require a printed copy of this prospectus, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online via the White Form eIPO service at www.eipo.com.hk; or
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees to apply on your behalf by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf.
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 this prospectus are identical to the 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 this prospectus is available online at the website addresses stated above.
Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in this prospectus for further details on the procedures through which you can apply for the Hong Kong Offer Shares.
Your application through the White Form eIPO service or the HKSCC EIPO channel must be made for a minimum of 100 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, your broker or custodian may require you to pre-fund your application in such amount as determined by the broker or custodian, based on the applicable laws and regulations in Hong Kong. You are responsible for complying with any such pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer Shares you applied for.
DAHON TECH (SHENZHEN) CO., LTD.
(HK$49.50 per Hong Kong Offer Share)
NUMBER OF HONG KONG OFFER SHARES THAT MAY BE APPLIED FOR AND PAYMENTS
| No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ |
|---|---|---|---|---|---|---|---|
| 100 | 4,999.92 | 2,000 | 99,998.41 | 30,000 | 1,499,976.23 | 140,000 | 6,999,889.06 |
| 200 | 9,999.84 | 2,500 | 124,998.02 | 35,000 | 1,749,972.27 | 160,000 | 7,999,873.20 |
| 300 | 14,999.76 | 3,000 | 149,997.62 | 40,000 | 1,999,968.30 | 180,000 | 8,999,857.36 |
| 400 | 19,999.68 | 3,500 | 174,997.23 | 45,000 | 2,249,964.33 | 200,000 | 9,999,841.50 |
| 500 | 24,999.61 | 4,000 | 199,996.84 | 50,000 | 2,499,960.38 | 250,000 | 12,499,801.88 |
| 600 | 29,999.52 | 4,500 | 224,996.43 | 60,000 | 2,999,952.46 | 300,000 | 14,999,762.26 |
| 700 | 34,999.45 | 5,000 | 249,996.03 | 70,000 | 3,499,944.53 | 350,000 | 17,499,722.63 |
| 800 | 39,999.37 | 10,000 | 499,992.08 | 80,000 | 3,999,936.60 | 396,000(1) | 19,799,686.16 |
| 900 | 44,999.29 | 15,000 | 749,988.11 | 90,000 | 4,499,928.68 | ||
| 1,000 | 49,999.21 | 20,000 | 999,984.16 | 100,000 | 4,999,920.76 | ||
| 1,500 | 74,998.81 | 25,000 | 1,249,980.19 | 120,000 | 5,999,904.90 |
(1) Maximum number of Hong Kong Offer Share you may apply for.
(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).
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STRUCTURE OF THE GLOBAL OFFERING
The Global Offering consists of (subject to reallocation and the Over-allotment Option as described below):
(a) the Hong Kong Public Offering of initially 792,000 Offer Shares (subject to reallocation) in Hong Kong as described in the paragraph headed “— The Hong Kong Public Offering” in this section; and
(b) the International Offering of an aggregate of 7,128,000 Offer Shares (subject to reallocation and the Over-allotment Option) outside the United States in offshore transactions in reliance on Regulation S.
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.
The Sole Overall Coordinator may in its sole discretion reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In particular, if (i) the International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, or (ii) the International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, the Sole Overall Coordinator has the authority to reallocate International Offer Shares originally included in the International Offering to the Hong Kong Public Offering in such number as they deem appropriate, provided that the number of International Offer Shares reallocated to the Hong Kong Public Offering should not exceed 396,000 H Shares, increasing the total number of Offer Shares available under the Hong Kong Public Offering to 1,188,000 Offer Shares, representing approximately 15% of the number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option) in accordance with Chapter 4.14 of the Guide for New Listing Applicants. In the circumstance where the International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are undersubscribed, there will be no reallocation from the International Offering to the Hong Kong Public Offering, and no over-allocation of H Shares to the Hong Kong Public Offering.
PRICING
The Offer Price will be HK$49.5 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%, amounting to a total of HK$4,999.92 for one board lot of 100 H Shares.
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EXPECTED TIMETABLE
Hong Kong Public Offering commences ... 9:00 a.m. on
Monday, September 1, 2025
Latest time for completing electronic applications under
the White Form eIPO service through the designated
website at www.eipo.com.hk ... 11:30 a.m. on
Thursday, September 4, 2025
Application lists open ... 11:45 a.m. on
Thursday, September 4, 2025
Latest time for (a) completing payment for White Form
eIPO applications by effecting internet banking
transfer(s) or PPS payment transfer(s) and (b) giving
electronic application instructions to HKSCC ... 12:00 noon on
Thursday, September 4, 2025
If you are instructing your broker or custodian who is a HKSCC Participant who will
submit an electronic application instruction on your behalf through HKSCC’s FINI
system in accordance with your instruction, you are advised to contact your broker or
custodian for the earliest and latest time for giving such instructions, as this may vary by
broker or custodian.
Application lists close ... 12:00 noon on
Thursday, September 4, 2025
Announcement of the level of applications in the Hong
Kong Public Offering, the level of indications of
interest in the International Offering and the basis of
allocation of the Hong Kong Offer Shares to be
published on the website of the Stock Exchange at
www.hkexnews.hk and our website at
https://dahon.com ... at or before 11:00 p.m. on
Monday, September 8, 2025
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 published on our
website at https://dahon.com and the website of the
Stock Exchange at www.hkexnews.hk ... no later than 11:00 p.m. on
Monday, September 8, 2025
- the designated results of allocation website at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment) with a “search by ID” function from …………………… 11:00 p.m. on Monday, September 8, 2025 to 12:00 midnight on Sunday, September 14, 2025
- the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. on …………………… Tuesday, September 9, 2025, Wednesday, September 10, 2025, Thursday, September 11, 2025, Friday, September 12, 2025
H Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before …………………… Monday, September 8, 2025
White Form e-Refund payment instructions or refund checks in respect of wholly or partially unsuccessful applications (or wholly successful applications, if applicable) to be dispatched on or before …………………… Tuesday, September 9, 2025
Dealings in H Shares on the Stock Exchange to commence at …………………… 9:00 a.m. on Tuesday, September 9, 2025
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 date of commencement of dealings in the H Shares on the Stock Exchange 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 HKSCC and HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made enabling the H Shares to be admitted into CCASS. Investors should seek the advice of their stockbrokers or other professional advisers for details of the settlement arrangements as such arrangements may affect their rights and interests.
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APPLICATION CHANNELS
The Hong Kong Public Offering period will begin at 9:00 a.m. on September 1, 2025 and end at 12:00 noon on September 4, 2025 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
| Application Channel | Platform | Target Investors | Application Time |
|---|---|---|---|
| White Form eIPO service | at www.eipo.com.hk | Applicants 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. | From 9:00 am on September 1, 2025 to 11:30 a.m. on September 4, 2025, Hong Kong time. |
| The latest time for completing full payment of application monies will be 12:00 noon on September 4, 2025, Hong Kong time. | |||
| HKSCC EIPO channel | Your broker or custodian who is a HKSCC Participant will submit electronic application instruction(s) on your behalf through HKSCC’s FINI system in accordance with your instruction. | Applicants 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. | Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian. |
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to capacity limitations and potential service interruptions and you are advised not to wait until the last day of the application period to apply for Hong Kong Offer Shares.
PUBLICATION OF RESULTS
The Company expects to announce 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 Hong Kong Offer Shares on the Stock Exchange’s website at www.hkexnews.hk and our website at https://dahon.com by no later than 11:00 p.m. on September 8, 2025 (Hong Kong time).
The results of allocations and 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 as set out in the section headed “Structure of the Global Offering — Conditions of the Global Offering” in the Prospectus are not satisfied 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 Stock Exchange trading fee, will be refunded (subject to application channels), without interest.
No temporary document of title will be issued in respect of the Offer 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. on September 9, 2025, provided that the Global Offering has become unconditional in all respects at or before that time. Investors who trade H Shares on the basis of publicly available allocation details or prior to the receipt of H Share certificates or prior to the H Share certificates becoming valid do so entirely at their own risk.
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Tuesday, September 9, 2025, it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m. on Tuesday, September 9, 2025.
The H Shares will be traded in board lots of 100 H Shares each and the stock code of the H Shares will be 2543.
This announcement is available for viewing on the website of the Company at https://dahon.com and the website of the Stock Exchange at www.hkexnews.hk.
By order of the Board
DAHON TECH (SHENZHEN) CO., LTD.
Dr. Hon Ta-Wei
Executive Director and Chairman of the Board
Hong Kong, September 1, 2025
As of the date of this announcement, the Directors and proposed directors of the Company are: Dr. Hon Ta-Wei, Ms. Li Guiyu, Ms. Liu Guocun and Ms. Lee Hsiu-Fen as executive directors; and Dr. Lee Lai Sun Peter, Mr. Liu Xuequan and Mr. Zhao Gensheng as independent non-executive directors.
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