AI assistant
Kuaishou Technology — Capital/Financing Update 2021
Jan 25, 2021
10204_rns_2021-01-25_b206c7b3-d8a9-43b4-a5e6-3025f7b5f4f2.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
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 Tuesday, January 26, 2021 (the “ Prospectus ”) issued by Kuaishou Technology (the “ Company ”).
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. 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). 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 transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no 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.
In connection with the Global Offering, Morgan Stanley Asia Limited, as stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view to stabilizing or supporting the market price of the Class B 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, its affiliates or any person acting for it to conduct any such stabilizing action, which, if commenced, will be done at the absolute discretion of the Stabilizing Manager and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end within the 30th day of the last day for lodging of applications under the Hong Kong Public Offering. Such stabilization 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 stabilizing action cannot be taken to support the price of the Class B Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on Sunday, February 28, 2021, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, and demand for the Class B Shares and the price of the Class B Shares could fall.
The Company will be controlled through weighted voting rights upon Listing. Prospective investors should be aware of the potential risks of investing in a company with a WVR Structure, in particular that the WVR Beneficiaries, whose interests may not necessarily be aligned with those of our Shareholders as a whole, will be in a position to exert significant influence over the outcome of Shareholders’ resolutions, irrespective of how other Shareholders vote. For further information about the risks associated with our WVR Structure, see “Risk Factors — Risks Related to the WVR Structure.” Prospective investors should make the decision to invest in the Company only after due and careful consideration.
– 1 –
快手科技 Kuaishou Technology
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under : 365,218,600 Offer Shares (subject to the the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 9,130,500 Offer Shares (subject to reallocation and adjustment) Number of International Offer Shares : 356,088,100 Offer Shares (subject to reallocation, adjustment and the Overallotment Option) Maximum Offer Price : HK$115.00 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : US$0.0000053 per Share Stock code : 1024
Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
– 2 –
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 Hong Kong Stock Exchange at www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ” section, and our website at www.kuaishou.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 via the White Form eIPO service at www.eipo.com.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.
If you have any question about the application for the Hong Kong Offer Shares, you may call the enquiry hotline of our Hong Kong Share Registrar and White Form eIPO Service Provider, Computershare Hong Kong Investor Services Limited at +852 2862 8600 on the following dates:
– Tuesday, January 26, 2021 9:00 a.m. to 9:00 p.m. – Wednesday, January 27, 2021 9:00 a.m. to 9:00 p.m. – Thursday, January 28, 2021 9:00 a.m. to 9:00 p.m. Friday, January 29, 2021 – 9:00 a.m. to 12:00 noon
– 3 –
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.
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 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.
| Kuaishou Technology (HK$115.00 per Hong Kong Offer Share) NUMBER OF HONG KONG OFFER SHARES THAT MAY BE APPLIED FOR AND PAYMENTS |
|||
| No. of Hong Kong Offer Shares applied for Amount payable on application |
No. of Hong Kong Offer Shares applied for Amount payable on application |
No. of Hong Kong Offer Shares applied for Amount payable on application |
No. of Hong Kong Offer Shares applied for Amount payable on application |
| HK$ 100 11,615.89 200 23,231.77 300 34,847.66 400 46,463.54 500 58,079.43 600 69,695.31 700 81,311.20 800 92,927.08 900 104,542.97 1,000 116,158.86 1,500 174,238.29 2,000 232,317.71 |
HK$ 2,500 290,397.14 3,000 348,476.57 3,500 406,556.00 4,000 464,635.42 4,500 522,714.85 5,000 580,794.28 6,000 696,953.13 7,000 813,111.99 8,000 929,270.84 9,000 1,045,429.70 10,000 1,161,588.55 20,000 2,323,177.10 |
HK$ 30,000 3,484,765.65 40,000 4,646,354.20 50,000 5,807,942.75 60,000 6,969,531.30 70,000 8,131,119.85 80,000 9,292,708.40 90,000 10,454,296.95 100,000 11,615,885.50 200,000 23,231,771.00 300,000 34,847,656.50 400,000 46,463,542.00 500,000 58,079,427.50 |
HK$ 600,000 69,695,313.00 700,000 81,311,198.50 800,000 92,927,084.00 900,000 104,542,969.50 1,000,000 116,158,855.00 1,500,000 174,238,282.50 2,000,000 232,317,710.00 2,500,000 290,397,137.50 3,000,000 348,476,565.00 3,500,000 406,555,992.50 4,000,000 464,635,420.00 4,565,200(1) 530,288,404.85 (1) Maximum number of Hong Kong Offer Sharesyou mayapplyfor. |
No application for any other number of Hong Kong Offer Shares will be considered and any such application is liable to be rejected.
– 4 –
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee for the granting of the listing of, and permission to deal in, the Class B Shares in issue (including the Class B Shares on conversion of the Preferred Shares) and the Class B Shares to be issued pursuant to the (i) Global Offering, (ii) the exercise of the Over-allotment Option, (iii) the Pre-IPO ESOP, the Post-IPO Share Option Scheme and Post-IPO RSU Scheme and (iv) conversion of Class A Shares into Class B Shares on a one to one basis/the Class B Shares that are issuable upon conversion of the Class A Shares.
STRUCTURE OF THE GLOBAL OFFERING
The Global Offering comprises:
-
the Hong Kong Public Offering of initially 9,130,500 Offer Shares (subject to reallocation and adjustment) in Hong Kong, representing approximately 2.5% of the total number of Offer Shares initially available under the Global Offering, and
-
the International Offering of initially 356,088,100 Offer Shares (subject to reallocation, adjustment and the Over-allotment Option), representing approximately 97.5% 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.
In addition to aforementioned allocation which may be required, the Joint Representatives (for themselves and on behalf of the Underwriters) and the Joint Sponsors may, at their discretion, reallocate Offer Shares initially allocated for the International Offering to the Hong Kong Public Offering to satisfy valid applications in Pool A and Pool B under the Hong Kong Public Offering pursuant to HKEx-GL91-18. In the event that (i) the International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times; or (ii) the International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed as to less than 13 times of the number of Hong Kong Offer Shares initially available under the Hong Kong Public Offering provided that the Offer Price would be set at HK$105 (low-end of the indicative Office Price), up to 9,130,500 Offer Shares may be reallocated to the Hong Kong Public Offering from the International Offering, so that the total number of the Offer Shares available under the Hong Kong Public Offering will be increased to 18,261,000 Offer Shares, representing 5.0% of the number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option).
– 5 –
Under the International Underwriting Agreement, we expect to grant to the International Underwriters, exercisable by the Joint Representatives (for themselves and on behalf of the International Underwriters), the Over-allotment Option, exercisable within 30 days after the last day for lodging applications under the Hong Kong Public Offering to require us to issue up to 50,737,300 new Class B Shares and Option Grantors to sell up to 4,045,400 Class B Shares, representing in aggregate 15% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering, if any. In the event the Over-allotment Option is exercised, we will make an announcement which will be posted on the website of the Hong Kong Stock Exchange ( www.hkexnews.hk ) and on our website ( www.kuaishou.com ), respectively.
PRICING
The Offer Price will not be more than HK$115.00 per Offer Share and is expected to be not less than HK$105.00 per Offer Share unless otherwise announced not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Prospective investors should be aware that the Offer Price to be determined on the Price Determination Date may be, but is not expected to be, lower than the indicative Offer Price range stated in the Prospectus.
Applicants under the Hong Kong Public Offering are required to pay, on application, the maximum Offer Price of HK$115.00 per each Hong Kong Offer Share together with brokerage fee of 1%, SFC transaction levy of 0.0027%, and the Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$115.00 per Offer Share.
EXPECTED TIMETABLE
Hong Kong Public Offering commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on
Tuesday, January 26, 2021
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 Friday, January 29, 2021
Application lists open . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:45 a.m. on Friday, January 29, 2021
– 6 –
Latest time for
-
(a) completing payment for the 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 Friday, January 29, 2021
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 on Friday, January 29, 2021 Expected Price Determination Date . . . . . . . . . . . . . . . . . . . . . . . . .Friday, January 29, 2021
Announcement of
-
(i) the Offer Price;
-
(ii) the level of indication of interest in the International Offering;
-
(iii) the level of applications in the Hong Kong Public Offering; and
-
(iv) the basis of allocation of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and on our Company’s website at www.kuaishou.com and the website of
-
the Hong Kong Stock Exchange at www.hkexnews.hk on or before. . . . . . . . . . . . . . . . . Thursday, February 4, 2021
– 7 –
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:
-
(1) in the announcement to be posted on our website at www.kuaishou.com and the website of the Stock Exchange
-
at www.hkexnews.hk , respectively from . . . . . . . . . . Thursday, February 4, 2021
-
(2) Results of allocation for the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/Allotment ; Chinese https://www.eipo.com.hk/zh-hk/Allotment )
-
with a “search by ID” function from . . . . . . . . . . . . . . . . . . . . . . . . . .8:00 a.m. on
Thursday, February 4, 2021 to 12:00 midnight on Wednesday, February 10, 2021
-
(3) from the allocation results telephone enquiry by calling +852 2862 8555 between
-
9:00 a.m. and 6:00 p.m. on. . . . . . . . . . . . . . . . . . . . . Thursday, February 4, 2021,
Friday, February 5, 2021, Monday, February 8, 2021 and Tuesday, February 9, 2021
Dispatch/collection of refund cheques or
White Form e-Refund payment instructions in respect of wholly or partially unsuccessful application under the
Hong Kong Public Offering on or before . . . . . . . . . . . . . . . . Thursday, February 4, 2021
Dispatch/collection of Share certificates and deposit of Share certificates into CCASS in respect of wholly or partially successful application under the Hong Kong Public Offering on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, February 4, 2021
Dealings in Class B Shares on the Stock Exchange expected to commence at 9:00 a.m. on . . . . . . . . . . . . . . . . . . . . .Friday, February 5, 2021
Note: All dates and times refer to Hong Kong local times and date.
– 8 –
SETTLEMENT
Subject to the granting of the approval for listing of, and permission to deal in, the Class B Shares on the Hong Kong Stock Exchange and compliance with the stock admission requirements of HKSCC, the Class B 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 Class B Shares on the Hong Kong Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Hong Kong Stock Exchange is required to take place in CCASS on the second Business 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 Class B Shares to be admitted into CCASS.
ELECTRONIC APPLICATION CHANNELS
White Form eIPO service
You may submit your application through the White Form eIPO service through the designated website www.eipo.com.hk (24 hours daily, except on the last day for applications) from 9:00 a.m. on Tuesday, January 26, 2021 until 11:30 a.m. on Friday, January 29, 2021 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Friday, January 29, 2021, the last day for applications, or such later time as described in the section headed “How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening and Closing of the Application Lists” in the Prospectus.
CCASS EIPO
CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:[(1)]
– Tuesday, January 26, 2021 9:00 a.m. to 8:30 p.m. – Wednesday, January 27, 2021 8:00 a.m. to 8:30 p.m. – Thursday, January 28, 2021 8:00 a.m. to 8:30 p.m. Friday, January 29, 2021 – 8:00 a.m. to 12:00 noon
CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Tuesday, January 26, 2021 until 12:00 noon on Friday, January 29, 2021 (24 hours daily, except on Friday, January 29, 2021, the last day for applications).
Note:
- (1) 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 Investor Participants.
– 9 –
The latest time for inputting your electronic application instructions will be 12:00 noon on Friday, January 29, 2021, the last day for applications, or such later time as described in the section headed “How to Apply for the Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening and Closing of the Application Lists” in the Prospectus.
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 fees, SFC transaction levy and the Stock Exchange trading fee) will be held by the receiving bank(s) 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 interest on or before Thursday, February 4, 2021.
Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” of the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.
PUBLICATION OF RESULTS
We expect 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 allocation of the Hong Kong Offer Shares on Thursday, February 4, 2021 on our website at www.kuaishou.com and the website of the Hong Kong Stock Exchange at www.hkexnews.hk .
– 10 –
The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants (where applicable) 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 — 11. 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$115.00 per Offer Share (excluding brokerage, SFC 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 “Structure 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 and the Stock Exchange trading fee, will be refunded, without interest.
No temporary documents of title will be issued in respect of the Class B Shares and no receipt will be issued for sums paid on application. Share certificates will only become valid at 8:00 a.m. on Friday, February 5, 2021, provided that the Global Offering has become unconditional and the right of termination described in the “Underwriting” section in the Prospectus has not been exercised.
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Friday, February 5, 2021, it is expected that dealings in the Class B Shares on the Hong Kong Stock Exchange will commence at 9:00 a.m. in Hong Kong on Friday, February 5, 2021. The Class B shares will be traded in board lots of 100 Class B Shares each and the stock code of the Class B Shares will be 1024.
By order of the Board Kuaishou Technology Mr. Su Hua Chairman
Hong Kong, Tuesday, January 26, 2021
As at the date of this announcement, the board of directors of the Company comprises Mr. Su Hua and Mr. Cheng Yixiao as executive Directors; Mr. Li Zhaohui, Mr. Zhang Fei, Mr. Shen Dou and Mr. Lin Frank as non-executive Directors; Mr. Wang Huiwen, Mr. Huang Sidney Xuande and Mr. Ma Yin as independent non-executive Directors.
– 11 –