Nongfu Spring Co., Ltd. — Capital/Financing Update 2020

Sep 27, 2020

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated August 25, 2020 (the “ Prospectus ”) of Nongfu Spring 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 made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for any securities. 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.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute and is not an offer to sell or a solicitation of any offer to buy securities in Hong Kong, the United States or elsewhere. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”) or any state securities laws of the United States and may not be offered or sold in the United States absent registration under the U.S. Securities Act or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offering of securities of the Company in the United States.

NONGFU SPRING CO., LTD. 農夫山泉股份有限公司

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

(Stock Code: 9633)

FULL EXERCISE OF THE OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

FULL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus and the announcement of offer price and allotment results dated September 7, 2020 (the “ Announcement ”) has been fully exercised by the Joint Global Coordinators, on behalf of the International Underwriters, on September 27, 2020 in respect of an aggregate of 58,234,600 H Shares (the “ Over-allotment Shares ”), representing approximately 15% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option to cover over-allocations in the International Offering.

The Over-allotment Shares will be issued and allotted by the Company at HK$21.50 per H Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per H Share under the Global Offering.

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STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company announces that the stabilization period in connection with the Global Offering ended on September 27, 2020, being 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. The stabilizing actions undertaken by Morgan Stanley Asia Limited through its affiliates, as Stabilizing Manager, or any person acting for it during the stabilization period were:

• (1) over-allocations of an aggregate of 58,234,600 H Shares in the International Offering, representing approximately 15% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option; and

• (2) the full exercise of the Over-allotment Option by the Joint Global Coordinators, on behalf of the International Underwriters, on September 27, 2020, in respect of the Over-allotment Shares, representing approximately 15% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price, to cover over-allocations in the International Offering.

FULL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus and the Announcement has been fully exercised by the Joint Global Coordinators, on behalf of the International Underwriters, on September 27, 2020 in respect of an aggregate of 58,234,600 H Shares, representing approximately 15% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option to cover over-allocations in the International Offering.

The Over-allotment Shares will be issued and allotted by the Company at HK$21.50 per H Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per H Share under the Global Offering.

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Approval of Listing

Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Stock Exchange. Listing of and dealings in the Over-allotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on September 30, 2020.

Shareholding Structure of the Company upon the Full Exercise of the Over-allotment Option

The shareholding structure of the Company immediately before and immediately after the completion of the full exercise of the Over-allotment Option is as follows:

Description of Shares Domestic Shares H Shares Total	Immediately before the issue of the Over-allotment Shares Number of issued Shares Approximate % of issued share capital 6,211,800,000 55.52% 4,976,431,800 44.48% 11,188,231,800 100%	Immediately after the issue of the Over-allotment Shares Number of issued Shares Approximate % of issued share capital 6,211,800,000 55.23% 5,034,666,400 44.77% 11,246,466,400 100%	Immediately after the issue of the Over-allotment Shares Number of issued Shares Approximate % of issued share capital 6,211,800,000 55.23% 5,034,666,400 44.77% 11,246,466,400 100%
			100%

Use of Proceeds

The Company will receive additional net proceeds of approximately HK$1,226.9 million from the issue of the Over-allotment Shares, after deducting the commissions and other offering expenses payable by the Company in relation to the exercise of the Over-allotment Option. The Company intends to apply the additional net proceeds on a pro rata basis for the purposes as set out in the section headed “Future Plans and Use of Proceeds – Use of Proceeds” in the Prospectus.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company announces that the stabilization period in connection with the Global Offering ended on September 27, 2020, being 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. The stabilizing actions undertaken by Morgan Stanley Asia Limited through its affiliates, as Stabilizing Manager, or any person acting for it during the stabilization period were:

• (1) over-allocations of an aggregate of 58,234,600 H Shares in the International Offering, representing approximately 15% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option; and

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• (2) the full exercise of the Over-allotment Option by the Joint Global Coordinators, on behalf of the International Underwriters, on September 27, 2020, in respect of the Overallotment Shares, representing approximately 15% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Overallotment Option, at the Offer Price, to cover over-allocations in the International Offering.

PUBLIC FLOAT

The Company has applied, and the Stock Exchange has granted, a waiver from strict compliance with the requirements of Rule 8.08(1)(a) of the Listing Rules subject to conditions imposed by the Stock Exchange.

Immediately after the issue and allotment of the Over-allotment Shares, the number of H Shares in public hands represents approximately 14.11% of the total issued share capital of the Company, which satisfies the minimum percentage prescribed in the conditions imposed in the waiver granted by the Stock Exchange from strict compliance with Rule 8.08(1)(a) of the Listing Rules.

By order of the Board Nongfu Spring Co., Ltd. Zhong Shanshan Chairman

Hong Kong, September 27, 2020

As at the date of this announcement, the board of directors of the Company comprises Mr. Zhong Shanshan, Mr. Guo Zhen, Mr. Zhou Li, Ms. Zhou Zhenhua and Mr. Liao Yuan as executive Directors; Mr. Zhong Shu Zi as a non-executive Director; and Mr. Stanley Yi Chang, Mr. Yang, Lei Bob and Mr. Lu Yuan as independent non-executive Directors.

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