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Lygend Resources & Technology Co., Ltd. — Capital/Financing Update 2022
Nov 20, 2022
50471_rns_2022-11-20_9fd13ea7-57e8-4725-ad94-acf9aff9dac9.pdf
Capital/Financing Update
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Hong Kong prospectus dated November 21, 2022 (the “ Prospectus ”) of Lygend Resources & Technology Co., Ltd. (the “ Company ”).
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ 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 for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any 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 Offer Shares. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.
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 to sell or solicitation to purchase or subscribe for securities in the United States. The H Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws of the United States and may not be offered, sold, pledged or otherwise 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 Company has not intended and does not intend to make any 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.
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as stabilizing manager (the “ Stabilizing Manager ”), 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 on and 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 sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering, being Saturday, December 24, 2022. 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 (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 stabilizing action cannot be taken 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 Saturday, December 24, 2022, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, demand for the H Shares, and therefore the price of the H Shares, could fall.
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out in the Prospectus and the related application forms. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting — Hong Kong Underwriting Arrangements — Hong Kong Public Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. on the Listing Date.
In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the International Underwriters, exercisable by the Overall Coordinators on behalf of the International Underwriters. Pursuant to the Overallotment Option, the International Underwriters will have the right, exercisable by the Overall Coordinators on behalf of the International Underwriters at any time from the Listing Date until Saturday, December 24, 2022, being the 30th day from the last day for lodging applications under the Hong Kong Public Offering to require the Company to allot and issue up to an aggregate of 34,882,000 Shares, representing approximately 15% of the number of Offer Shares initially available under the Global Offering, at the Offer Price, to cover the over-allocations in the International Offering, if any.
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Lygend Resources & Technology Co., Ltd. 寧波力勤資源科技股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
Global Offering
Number of Offer Shares under : 232,547,600 H Shares (subject to the the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 23,254,800 H Shares (subject to reallocation) Number of International Offer Shares : 209,292,800 H Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$19.96 per H Share plus brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and AFRC transaction levy of 0.00015% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : RMB1.00 per H Share Stock code : 2245
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
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Joint Lead Manager
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Your application through the White Form eIPO service or the CCASS EIPO service must be for a minimum of 200 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.
| Lygend Resources & Technology Co., Ltd. (Stock Code 2245) (HK$19.96 per Hong Kong Offer Share) NUMBER OF HONG KONG OFFER SHARES THAT MAY BE APPLIED FOR AND PAYMENTS No. of Hong Kong Offer Shares applied for Amount payable on application No. of Hong Kong Offer Shares applied for Amount payable on application No. of Hong Kong Offer Shares applied for Amount payable on application No. of Hong Kong Offer Shares applied for HK$ HK$ HK$ 200 4,032.24 5,000 100,805.83 80,000 1,612,893.35 2,000,000 400 8,064.47 6,000 120,967.00 90,000 1,814,505.01 3,000,000 600 12,096.70 7,000 141,128.17 100,000 2,016,116.68 4,000,000 800 16,128.93 8,000 161,289.33 200,000 4,032,233.37 5,000,000 1,000 20,161.17 9,000 181,450.50 300,000 6,048,350.06 6,000,000 1,200 24,193.41 10,000 201,611.67 400,000 8,064,466.75 7,000,000 1,400 28,225.63 20,000 403,223.34 500,000 10,080,583.43 8,000,000 1,600 32,257.87 30,000 604,835.01 600,000 12,096,700.11 9,000,000 1,800 36,290.10 40,000 806,446.68 700,000 14,112,816.80 10,000,000 2,000 40,322.34 50,000 1,008,058.35 800,000 16,128,933.49 11,627,400 (1) 3,000 60,483.50 60,000 1,209,670.02 900,000 18,145,050.18 4,000 80,644.67 70,000 1,411,281.68 1,000,000 20,161,166.86 |
Amount payable on application |
|---|---|
| HK$ 40,322,333.72 60,483,500.58 80,644,667.44 100,805,834.30 120,967,001.16 141,128,168.02 161,289,334.88 181,450,501.74 201,611,668.60 234,421,951.55 |
(1) Maximum number of Hong Kong Offer Shares you may apply for.
No application for any other number of the Hong Kong Offer Shares will be considered and any such application is liable to be rejected.
THE LISTING APPLICATION
We have 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 to be issued pursuant to the exercise of the Over-allotment Option).
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STRUCTURE OF THE GLOBAL OFFERING
The Global Offering comprises:
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the Hong Kong Public Offering of initially 23,254,800 H Shares (subject to reallocation) in Hong Kong, representing approximately 10% of the total number of Offer Shares initially available under the Global Offering, and
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the International Offering of initially 209,292,800 H Shares (subject to reallocation and the Over-allotment Option), representing approximately 90% 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 particular, subject to the requirements under Practice Note 18 of the Listing Rules and Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, the Joint Global Coordinators and the Overall Coordinators may, at their 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 accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to the clawback mechanism as described in the section headed “Structure of the Global Offering — The Hong Kong Public Offering — Reallocation and Clawback” in the Prospectus, the maximum total number of Offer Shares that may be allocated to the Hong Kong Public Offering following such reallocation shall be not more than double the initial allocation to the Hong Kong Public Offering (i.e. 46,509,600 Shares, representing approximately 20% of the total number of Offer Shares initially available under the Global Offering), and the final Offer Price shall be fixed at the low-end of the indicative Offer Price range (i.e. HK$15.60 per Offer Share) as stated in the Prospectus.
Under the International Underwriting Agreement, we expect to grant to the International Underwriters, exercisable by the Joint Global Coordinators and the Overall Coordinators (for themselves and on behalf of the International Underwriters), the Over-allotment Option, exercisable within 30 days from the last day for lodging applications under the Hong Kong Public Offering (the last day for exercise of the Over-allotment Option being Saturday, December 24, 2022) to require us to issue up to an aggregate of 34,882,000 Shares, representing no more than 15% 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.
If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued pursuant thereto will represent approximately 2.20% of the total Shares in issue immediately following the completion of the Global Offering and the exercise of the Over-allotment Option. In the event the Over-allotment Option is exercised, we will make an announcement which will be posted on the website of the Stock Exchange ( www.hkexnews.hk ) and on our website ( www.lygend.com ), respectively.
PRICING
The Offer Price will be no more than HK$19.96 per Offer Share and is expected to be no less than HK$15.60 per Offer Share unless otherwise announced. Applicants for the Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$19.96 per Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and AFRC transaction levy of 0.00015%, subject to refund if the Offer Price as finally determined is less than HK$19.96 per Offer Share.
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Date
EXPECTED TIMETABLE
9:00 a.m. on Monday, Hong Kong Public Offering commences . . . . . . . . . . . . . . . . . . . . . November 21, 2022 Latest time for completing electronic applications under White Form eIPO service through 11:30 a.m. on Thursday, the designated website www.eipo.com.hk . . . . . . . . . . . . . . . . . . November 24, 2022 11:45 a.m. on Thursday, Application lists open. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November 24, 2022 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 12:00 noon on Thursday, instructions to HKSCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November 24, 2022
Hong Kong Public Offering commences . . . . . . . . . . . . . . . . . . . . . Latest time for completing electronic applications under White Form eIPO service through the designated website www.eipo.com.hk . . . . . . . . . . . . . . . . . . Application lists open. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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.
12:00 noon on Thursday, Application lists close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November 24, 2022 Thursday, Expected Price Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . November 24, 2022
Announcement of the 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 allocation of the Hong Kong Offer Shares on our website at www.lygend.com and the website of the Stock Exchange at www.hkexnews.hk on Wednesday, or before. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November 30, 2022
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 our website and the website of the Stock Exchange at www.lygend.com and
www.hkexnews.hk , respectively . . . . . . . . . . . . . . . . . . . . . . .
Wednesday, November 30, 2022
• from the designated results of allocations website at www.iporesults.com. hk (alternatively: English 8:00 a.m. on Wednesday, https://www.eipo.com.hk/en/Allotment ; Chinese November 30, 2022 https://www.eipo.com.hk/zh-hk/Allotment ) with a to 12:00 midnight on Tuesday, “search by ID” function from. . . . . . . . . . . . . . . . . . . . . . . . . . December 6, 2022
“search by ID” function from. . . . . . . . . . . . . . . . . . . . . . . . . .
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- from the allocation results telephone enquiry by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. from . . . . .
Wednesday, November 30, 2022 to Monday, December 5, 2022 (except Saturday, Sunday and Hong Kong public holidays)
H Share certificates in respect of wholly or partially successful applications to be dispatched/collected or deposited into Wednesday, CCASS on or before. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November 30, 2022
White Form e-Refund payment instructions/refund checks in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications Wednesday, to be dispatched/collected on or before . . . . . . . . . . . . . . . . . . . . November 30, 2022 Dealings in the H Shares on the Stock Exchange expected 9:00 a.m. on Thursday, to commence at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 1, 2022
Dealings in the H Shares on the Stock Exchange expected to commence at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SETTLEMENT
Subject to the granting of the approval for the listing of, and permission to deal in, the H Shares on the Stock Exchange and our 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 any other date as determined by HKSCC. Settlement of transactions between Exchange Participants (as defined in the Hong Kong Listing Rules) 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. Investors should seek the advice of their stockbroker or other professional advisers for the details of the settlement arrangements as such arrangements may affect their rights and interests. All necessary arrangements have been made for the H Shares to be admitted into CCASS.
ELECTRONIC APPLICATION CHANNELS
White Form eIPO service
Applicants applying through the White Form eIPO service may submit applications through the designated website at www.eipo.com.hk (24 hours daily, except on the last day for applications) from 9:00 a.m. on Monday, November 21, 2022 until 11:30 a.m. on Thursday, November 24, 2022 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Thursday, November 24, 2022, the last day for applications, or such later time as described in “How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather and/ or Extreme Conditions on the Opening and Closing of the Application Lists” in the Prospectus.
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CCASS EIPO service
CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:
— Monday, November 21, 2022 9:00 a.m. to 8:30 p.m. — Tuesday, November 22, 2022 8:00 a.m. to 8:30 p.m. — Wednesday, November 23, 2022 8:00 a.m. to 8:30 p.m. Thursday, November 24, 2022 — 8:00 a.m. to 12:00 noon
CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Monday, November 21, 2022 until 12:00 noon on Thursday, November 24, 2022 (24 hours daily, except on Thursday, November 24, 2022, the last application day).
The latest time for inputting your electronic application instructions will be 12:00 noon on Thursday, November 24, 2022, the last application day or such later time as described in the section headed “How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather and/or Extreme Conditions 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.
Note:
- (1) These 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.
The application monies (including the brokerage fees, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy) will be held in separate bank account(s) with the receiving bank or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) and the refund monies, if any, will be returned to the applicants without interest on or before Wednesday, November 30, 2022.
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.
Application for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the Green Application Form and the designated website (www.eipo.com.hk) for the White Form eIPO service.
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PUBLICATION OF RESULTS
The Company expects to announce the final Offer Price, the level of indication 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 Wednesday, November 30, 2022 on the Company’s website at www.lygend.com , and the website of the Stock Exchange at www.hkexnews.hk .
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$19.96 per Offer Share (excluding brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with “Structure of the Global Offering — Conditions 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, Stock Exchange trading fee and AFRC transaction levy, will be refunded, without interest or the cheque or banker’s cashier order will not be cleared.
The Company will not issue temporary documents of title in respect of the Offer Shares. The Company will not issue receipt for sums paid on application. H Share certificates will only become valid at 8:00 a.m. (Hong Kong time) on Thursday, December 1, 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. Investors who trade H Shares prior to the receipt of the H Share certificates or prior to the H Share certificates becoming valid do so entirely at their own risk.
Assuming the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong time) on Thursday, December 1, 2022, dealings in the Company’s H Shares on the Stock Exchange will commence at 9:00 a.m. (Hong Kong time) on Thursday, December 1, 2022. The H Shares will be traded in board lots of 200 H Shares each.
The stock code of the Company’s H Shares will be 2245.
By order of the Board Lygend Resources & Technology Co., Ltd. 寧波力勤資源科技股份有限公司 Cai Jianyong Chairman of the Board and Executive Director
Hong Kong, November 21, 2022
As at the date of this announcement, the board of directors of the Company comprises Mr. Cai Jianyong, Mr. Jiang Xinfang, Ms. Fei Feng, Mr. Cai Jianwei and Mr. Yu Weijun as executive Directors; Mr. Lawrence Lua Gek Pong as non-executive Director; Dr. He Wanpeng, Ms. Zhang Zhengping and Dr. Wang James Jixian as independent non-executive Directors.
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