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Shanghai Zhida Technology Development Co., Ltd. Share Issue/Capital Change 2025
50733_rns_2025-10-09_67b9524b-52a1-4c8c-899c-c735d09aa165.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.
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 any securities in the United States or in any other jurisdictions. The Offer 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 securities law of any state or other jurisdiction of the United States. The Offer Shares may not be offered, sold, pledged or otherwise transferred within the United States, except pursuant to an available exemption from, or in a transaction 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, sold and delivered only 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 30, 2025 (the "Prospectus") issued by Shanghai Zhida Technology Development Co., Ltd. (上海梨建科技發展股份有限公司) (the "Company") for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares.
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the Prospectus.
In connection with the Global Offering, Shenwan Hongyuan Securities (H.K.) 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 Stabilizing Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest of the 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 Wednesday, November 5, 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 Wednesday, November 5, 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 Overall Coordinators (for themselves 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 section 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 Friday, October 10, 2025).
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Shanghai Zhida Technology Development Co., Ltd.
上海摯達科技發展股份有限公司
(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: 5,978,900 H Shares
Number of Hong Kong Offer Shares: 597,900 H Shares
Number of International Offer Shares: 5,381,000 H Shares
Final Offer Price: HK$66.92 per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong Kong Stock Exchange trading fee of 0.00565%
Nominal value: RMB1.00 per H Share
Stock code: 2650
Sole Sponsor, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
SHANGHAI ZHIDA TECHNOLOGY DEVELOPMENT CO., LTD.
上海摯達科技發展股份有限公司
ANNOUNCEMENT OF FINAL OFFER PRICE AND
ALLOTMENT RESULTS
| 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. | |
|---|---|
| SUMMARY | |
| Company Information | |
| Stock Code | 2650 |
| Stock Short Name | ZHIDA TECH |
| Dealings commencement date | October 10, 2025* |
| * see note at the end of the announcement | |
| Price Information | |
| Final Offer Price | HK$66.92 |
| Offer Price Range | HK$66.92 – HK$83.63 |
| Offer Shares and Share Capital | |
| Number of Offer Shares | 5,978,900 |
| Final Number of Offer Shares in Public Offer | 597,900 |
| Final Number of Offer Shares in International Offer | 5,381,000 |
| Number of issued Shares upon Listing | 59,788,807 |
| Over-allocation | |
| No. of Offer Shares over-allocated | 0 |
| The Overall Coordinators confirmed that there has been no over-allocation of the Offer Shares in the International Offering. Therefore, it is expected that the Over-allotment Option will not be exercised. |
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| Proceeds | |
|---|---|
| Gross proceeds (Note) | HK$400.12 million |
| Less: Estimated listing expenses payable based on Final Offer Price | HK$73.54 million |
| Net Proceeds | HK$326.58 million |
| Note: Gross proceeds refer to the amount which the Company is entitled to receive. For details of the use of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. |
ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFER
| Proceeds | |
|---|---|
| No. of valid applications | 201,807 |
| No. of successful applications | 11,958 |
| Subscription level | 5,440.80 times |
| Claw-back triggered | N/A |
| No. of Offer Shares initially available under the Hong Kong Public Offer | 597,900 |
| Final no. of Offer Shares under the Hong Kong Public Offer | 597,900 |
| % of Offer Shares under the Hong Kong Public Offer to the Global Offering | 10.00% |
Note: For details of the final allocation of H Shares to the Hon 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.
INTERNATIONAL OFFER
| Name | Price |
|---|---|
| No. of places | 129 |
| Subscription Level | 2.37 times |
| No. of Offer Shares initially available under the International Offer | 5,381,000 |
| Final no. of Offer Shares under the International Offer | 5,381,000 |
| % of Offer Shares under the International Offer to the Global Offering | 90.00% |
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, 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, substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or other disposition of H Shares registered in his/her/its name or otherwise held by him/her/it.
LOCK-UP UNDERTAKINGS
Controlling Shareholders
| 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 | % of shareholding in the Company subject to lock-up undertakings upon Listing | Last day subject to the lock-up undertakings^{Note 1} |
|---|---|---|---|---|---|
| Huang Zhiming | 15,063,372 | 15,063,372 | 25.19 % | 25.19 % | October 9, 2026 |
| Shanghai Tongdu Electronic Commerce Center (Limited Partnership)^{a} (“Tongdu E-Commerce”)^{Note 2} | 8,287,500 | 8,287,500 | 13.86 % | 13.86 % | October 9, 2026 |
| Shanghai Tongdu Intelligent Technology Partnership (Limited Partnership)^{a} (“Tongdu Intelligent”)^{Note 2} | 2,168,540 | 2,168,540 | 3.63 % | 3.63 % | October 9, 2026 |
| Shanghai Tongdu Technology Partnership (Limited Partnership)^{a} (“Tongdu Technology”)^{Note 2} | 149,603 | 149,603 | 0.25 % | 0.25 % | October 9, 2026 |
| Subtotal | 25,669,015 | 25,669,015 | 42.93% | 42.93% | |
| Notes: | |||||
| 1. The expiry date of the lock-up period is pursuant to the PRC Company Law. According to the PRC Company Law, all existing Shareholders (including the Pre-IPO Investors) are subject to a lock-up period of 12 months following the Listing Date. The lock-up requirement under the PRC Company Law is longer than the lock-up period required of controlling shareholders under Rule 10.07 of the Listing Rules. | |||||
| 2. Dr. Huang Zhiming is the sole general partner of each of Tongdu E-Commerce and Tongdu Intelligent, and controls the sole general partner of Tongdu Technology, the Employee Incentive Platform. |
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Pre-IPO Investors (as defined in the “History, Development and Corporate Structure” section of the Prospectus)
| 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 | % of shareholding in the Company subject to lock-up undertakings upon Listing | Last day subject to the lock-up undertakings (a,b) |
|---|---|---|---|---|---|
| Anhui Zhongding Sealing Parts Co., Ltd. | 4,128,405 | 4,128,405 | 6.90% | 6.90% | October 9, 2026 |
| Shanghai Zhenghai Juhong Venture Capital Center (Limited Partnership)* | 1,777,952 | 1,777,952 | 2.97% | 2.97% | October 9, 2026 |
| Hangzhou Beida Guangju Venture Capital Partnership (Limited Partnership)* | 888,976 | 888,976 | 1.49% | 1.49% | October 9, 2026 |
| Jingzhou Zhida Electric Vehicle Co., Ltd.* | 4,691,991 | 4,691,991 | 7.85% | 7.85% | October 9, 2026 |
| Shanghai China Power Investment Ronghe New Energy Investment Management Center (Limited Partnership)* | 4,170,008 | 4,170,008 | 6.97% | 6.97% | October 9, 2026 |
| Ningbo Longhuahui Boyuan Venture Capital Partnership (Limited Partnership)* | 1,137,277 | 1,137,277 | 1.90% | 1.90% | October 9, 2026 |
| Anhui Jintong New Energy Vehicle Phase II Fund Partnership (limited Partnership)* | 2,653,647 | 2,653,647 | 4.44% | 4.44% | October 9, 2026 |
| Suzhou Xinjing Fuying Venture Capital Partnership (Limited Partnership)* | 758,185 | 758,185 | 1.27% | 1.27% | October 9, 2026 |
| Ningbo Zhizun Venture Capital Partnership (Limited Partnership)* | 758,185 | 758,185 | 1.27% | 1.27% | October 9, 2026 |
| Jiangsu Jiequan Jingshifeng Investment Fund (Limited Partnership)* | 568,638 | 568,638 | 0.95% | 0.95% | October 9, 2026 |
| BYD Company Limited | 1,895,462 | 1,895,462 | 3.17% | 3.17% | October 9, 2026 |
| Jiaxing Chuangqi Kaiying Venture Capital Partnership (Limited Partnership)* | 18,955 | 18,955 | 0.03% | 0.03% | October 9, 2026 |
| Hubei Qingyan Automobile Intelligent Manufacturing Venture Capital Fund Partnership (Limited Partnership)* | 523,336 | 523,336 | 0.88% | 0.88% | October 9, 2026 |
| Jiaxing Xiuzhou Industrial Investment Fund Partnership Enterprise (Limited Partnership)* | 824,850 | 824,850 | 1.38% | 1.38% | October 9, 2026 |
| 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 | % of shareholding in the Company subject to lock-up undertakings upon Listing | Last day subject to the lock-up undertakings |
|---|---|---|---|---|---|
| Zhejiang Dongxin Electronic Technology Co., Ltd.* | 687,379 | 687,379 | 1.15% | 1.15% | October 9, 2026 |
| Xuancheng Jintong Technology Innovation Venture Capital Fund Partnership (Limited Partnership)* | 824,856 | 824,856 | 1.38% | 1.38% | October 9, 2026 |
| Anqing Economic Development Zone Jintong New Energy Automobile Industry Fund Partnership (Limited Partnership)* | 549,904 | 549,904 | 0.92% | 0.92% | October 9, 2026 |
| Zhuhai Chongneng Zhidingli Equity Investment Partnership Enterprise (Limited Partnership)* | 558,380 | 558,380 | 0.93% | 0.93% | October 9, 2026 |
| Beijing Shiji Guanghua Management Consulting Co., Ltd. | 362,253 | 362,253 | 0.61% | 0.61% | October 9, 2026 |
| Xuancheng Economic Development Zone Leading Industry Fund Partnership Enterprise (Limited Partnership)* | 362,253 | 362,253 | 0.61% | 0.61% | October 9, 2026 |
| Subtotal | 28,140,892 | 28,140,892 | 47.07% | 47.07% | |
| Note: The expiry date of the lock-up period shown in the table above is pursuant to the PRC Company Law. According to the PRC Company Law, all existing Shareholders (including the Pre-IPO Investors) are subject to a lock-up period of 12 months following the Listing Date. |
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PLACEE CONCENTRATION ANALYSIS
| Placees | Number of H Shares allotted | Allotment as % of International Offering | Allotment as % of total Offer Shares | Number of Shares held upon Listing | % of total issued share capital upon Listing |
|---|---|---|---|---|---|
| Top 1 | 813,700 | 15.12% | 13.61% | 813,700 | 1.36% |
| Top 5 | 1,998,800 | 37.15% | 33.43% | 1,998,800 | 3.34% |
| Top 10 | 3,041,650 | 56.53% | 50.87% | 3,041,650 | 5.09% |
| Top 25 | 4,688,850 | 87.14% | 78.42% | 4,688,850 | 7.84% |
Note:
* Ranking of places is based on the number of H Shares allotted to the places.
H SHAREHOLDERS CONCENTRATION ANALYSIS
| H Shareholders* | Number of H Shares allotted | Allotment as % of International Offering | Allotment as % of total Offer Shares | Number of H Shares held upon Listing | % of total issued H Shares capital upon Listing | Number of Shares held upon Listing |
|---|---|---|---|---|---|---|
| Top 1 | 0 | 0.00% | 0.00% | 25,669,015 | 42.93% | 25,669,015 |
| Top 5 | 0 | 0.00% | 0.00% | 43,608,459 | 72.94% | 43,608,459 |
| Top 10 | 0 | 0.00% | 0.00% | 50,132,976 | 83.85% | 50,132,976 |
| Top 25 | 2,864,150 | 53.23% | 47.90% | 56,655,102 | 94.76% | 56,655,102 |
Note:
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
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SHAREHOLDER CONCENTRATION ANALYSIS
| Shareholders | Number of H Shares allotted | Allotment as % of International Offering | Allotment as % of total Offer Shares | Number of H Shares held upon Listing | Number of Shares held upon Listing | % of total issued share capital upon Listing |
|---|---|---|---|---|---|---|
| Top 1 | 0 | 0.00% | 0.00% | 25,669,015 | 25,669,015 | 42.93% |
| Top 5 | 0 | 0.00% | 0.00% | 43,608,459 | 43,608,459 | 72.94% |
| Top 10 | 0 | 0.00% | 0.00% | 50,132,976 | 50,132,976 | 83.85% |
| Top 25 | 2,864,150 | 53.23% | 47.90% | 56,655,102 | 56,655,102 | 94.76% |
Note
- Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
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BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 201,807 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 ALLOYTED OF THE TOTAL NO. OF SHARES APPLIED FOR |
|---|---|---|---|
| POOL A | |||
| 50 | 49,274 | 18 out of 49,274 to receive 50 Shares | 0.04% |
| 100 | 29,186 | 21 out of 29,186 to receive 50 Shares | 0.04% |
| 150 | 8,484 | 9 out of 8,484 to receive 50 Shares | 0.04% |
| 200 | 5,851 | 9 out of 5,851 to receive 50 Shares | 0.04% |
| 250 | 5,315 | 10 out of 5,315 to receive 50 Shares | 0.04% |
| 300 | 3,261 | 7 out of 3,261 to receive 50 Shares | 0.04% |
| 350 | 2,048 | 6 out of 2,048 to receive 50 Shares | 0.04% |
| 400 | 2,225 | 7 out of 2,225 to receive 50 Shares | 0.04% |
| 450 | 1,500 | 5 out of 1,500 to receive 50 Shares | 0.04% |
| 500 | 11,100 | 40 out of 11,100 to receive 50 Shares | 0.04% |
| 600 | 2,476 | 11 out of 2,476 to receive 50 Shares | 0.04% |
| 700 | 1,865 | 10 out of 1,865 to receive 50 Shares | 0.04% |
| 800 | 1,936 | 11 out of 1,936 to receive 50 Shares | 0.04% |
| 900 | 1,671 | 11 out of 1,671 to receive 50 Shares | 0.04% |
| 1,000 | 7,532 | 54 out of 7,532 to receive 50 Shares | 0.04% |
| 1,500 | 4,299 | 46 out of 4,299 to receive 50 Shares | 0.04% |
| 2,000 | 3,069 | 44 out of 3,069 to receive 50 Shares | 0.04% |
| 2,500 | 2,473 | 45 out of 2,473 to receive 50 Shares | 0.04% |
| 3,000 | 2,126 | 46 out of 2,126 to receive 50 Shares | 0.04% |
| 3,500 | 1,713 | 43 out of 1,713 to receive 50 Shares | 0.04% |
| 4,000 | 1,678 | 48 out of 1,678 to receive 50 Shares | 0.04% |
| 4,500 | 1,327 | 43 out of 1,327 to receive 50 Shares | 0.04% |
| 5,000 | 3,065 | 110 out of 3,065 to receive 50 Shares | 0.04% |
| 6,000 | 2,274 | 98 out of 2,274 to receive 50 Shares | 0.04% |
| 7,000 | 1,687 | 85 out of 1,687 to receive 50 Shares | 0.04% |
| 8,000 | 1,486 | 86 out of 1,486 to receive 50 Shares | 0.04% |
| 9,000 | 1,241 | 80 out of 1,241 to receive 50 Shares | 0.04% |
| 10,000 | 4,938 | 356 out of 4,938 to receive 50 Shares | 0.04% |
| 15,000 | 3,613 | 389 out of 3,613 to receive 50 Shares | 0.04% |
| 20,000 | 2,374 | 342 out of 2,374 to receive 50 Shares | 0.04% |
| 25,000 | 1,986 | 357 out of 1,986 to receive 50 Shares | 0.04% |
| 30,000 | 1,381 | 298 out of 1,381 to receive 50 Shares | 0.04% |
| 35,000 | 1,754 | 441 out of 1,754 to receive 50 Shares | 0.04% |
| 40,000 | 1,266 | 365 out of 1,266 to receive 50 Shares | 0.04% |
| 45,000 | 925 | 300 out of 925 to receive 50 Shares | 0.04% |
| 50,000 | 5,914 | 2,128 out of 5,914 to receive 50 Shares | 0.04% |
| 184,313 | Total number of Pool A successful applicants: 5,979 |
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| NO. OF SHARES APPLIED FOR | NO. OF VALID APPLICATIONS | BASIS OF ALLOTMENT / BALLOT | APPROXIMATE PERCENTAGE ALLOWED OF THE TOTAL NO. OF SHARES APPLIED FOR |
|---|---|---|---|
| POOL B | |||
| 60,000 | 3,735 | 553 out of 3,735 to receive 50 Shares | 0.01% |
| 70,000 | 1,721 | 297 out of 1,721 to receive 50 Shares | 0.01% |
| 80,000 | 1,238 | 244 out of 1,238 to receive 50 Shares | 0.01% |
| 90,000 | 1,031 | 229 out of 1,031 to receive 50 Shares | 0.01% |
| 100,000 | 3,042 | 751 out of 3,042 to receive 50 Shares | 0.01% |
| 150,000 | 1,740 | 644 out of 1,740 to receive 50 Shares | 0.01% |
| 200,000 | 1,717 | 848 out of 1,717 to receive 50 Shares | 0.01% |
| 298,950 | 3,270 | 2,413 out of 3,270 to receive 50 Shares | 0.01% |
| 17,494 | Total number of Pool B successful applicants: 5,979 |
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 H Shares.
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or indirectly, provided by the Company, its Controlling Shareholders, Directors or syndicate members to any places or the public (as the case may be) and the consideration payable by them for each Share of the Company subscribed for or purchased by them is the same as the final Offer Price determined by agreement among the Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) in addition to any brokerage, AFRC transaction levy, SFC transaction levy and trading fee payable.
DISCLAIMERS
| Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited 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 30, 2025 issued Shanghai Zhida Technology Development Co., Ltd. (上海黎達科技發展股份有限公司) 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 Overall Coordinators (for themselves 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 section 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 Friday, October 10, 2025) |
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PUBLIC FLOAT AND FREE FLOAT
The Company has applied for H-share full circulation and the CSRC issued notice of filing on May 13, 2025 for the conversion of all existing 53,809,907 Unlisted Shares into H Shares upon the Listing.
In addition, upon completion of the Global Offering and conversion of Unlisted Shares into H Shares, 25,669,015 H Shares held by the Controlling Shareholders, namely Dr. Huang Zhiming, Ms. Liu Jing, Tongdu E-Commerce, Tongdu Intelligent and Tongdu Technology, who are core connected persons of the Company, in aggregate, and which represents approximately 42.93% of our total issued Shares upon the completion of the Global Offering, would not be counted towards the public float.
To the best knowledge of the Directors, upon the completion of the Global Offering and the conversion of Unlisted Shares into H Shares, 28,140,892 H Shares are expected to be held by our existing Shareholders who are not our core connected persons. Such 28,140,892 H Shares, which represent approximately 47.07% of our total issued Shares upon the completion of the Global Offering, will be counted towards the public float. None of these Shareholders are accustomed to take instructions from any core connected persons in relation to the acquisition, disposal, voting or other disposition of their Shares and none of their acquisition of the Shares were financed directly or indirectly by our core connected persons. Such H Shares to be converted from Unlisted Shares, together with the 5,978,900 H Shares to be issued pursuant to the Global Offering, which represent approximately 10.00% of our total issued Shares upon the completion of the Global Offering, will be counted towards the public float.
Thus, immediately after the completion of the Global Offering, the total number of H Shares held in public hands represents approximately 57.07% of the total issued share capital of the Company, which is higher than the prescribed percentage of H Shares required to be held in public hands of 25% under Rule 19A.13A(1) of the Listing Rules calculated based on the final Offer Price of HK$66.92 per H Share, thereby satisfying Rule 19A.13A(1) of the Listing Rules.
Based on the final Offer Price of HK$66.92 per H Share, the Company satisfies the free float requirement under Rule 19A.13C(1) of the Listing Rules.
The Directors confirm that, immediately following the completion of the Global Offering, (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 of the Company do not hold more than 50% of the H shares in 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.
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COMMENCEMENT OF DEALINGS
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, October 10, 2025 (Hong Kong time), 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 the H Shares on the basis of publicly available allocation details prior to the receipt of H Share certificates or prior to the H 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. in Hong Kong on Friday, October 10, 2025, it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, October 10, 2025. The H Shares will be traded in board lots of 50 H Shares each and the stock code of the H Shares will be 2650.
By order of the Board
Shanghai Zhida Technology Development Co., Ltd.
Huang Zhiming
Chairman of the Board
Hong Kong, October 9, 2025
As at the date of this announcement, the Board of Directors of the Company comprises: (i) Dr. Huang Zhiming and Mr. Li Xinrui as executive Directors; and (ii) Ms. Sun Zhili, Ms. Wu Yushan and Dr. Lu Ming as independent non-executive Directors.