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Voicecomm Technology Co., Ltd. — Capital/Financing Update 2024
Jul 9, 2024
50625_rns_2024-07-09_2741bc88-0aed-48a6-a6a6-7fee1f1cef8f.pdf
Capital/Financing Update
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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 June 28, 2024 (the “ Prospectus ”) issued by Shanghai Voicecomm Information Technology Co., Ltd. (上海聲通信息科技股份有限公司) (the “ Company* ”).
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 of the Company. This announcement is not a prospectus. 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. 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 or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, supplemented or otherwise modified from time to time (the “ U.S. Securities Act ”) or any state securities laws in the United States, and may not be offered, sold, pledged or otherwise transferred within the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities law. The Offer Shares are being offered and sold outside the United States to persons that are not, and are not acting for the account or benefit of U.S. Persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. There will not be and is not currently intended to be any public offering of securities of the Company in the United States.
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited as stabilizing manager (the “ Stabilization 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 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 Sunday, August 4, 2024). 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).
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited acts as the Sole Sponsor and the Sole Overall Coordinator.
Potential investors of the Offer Shares should note that the Sole Overall Coordinator (for itself and on behalf of the other 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 Underwriting arrangements and expenses — The 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 Wednesday, July 10, 2024.)
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Shanghai Voicecomm Information Technology Co., Ltd.* 上海聲通信息科技股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under : 4,365,660 H Shares (subject to the the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 436,580 H Shares Number of International Offer Shares : 3,929,080 H Shares (subject to the Over-allotment Option) Offer Price : HK$152.10 per H 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% Nominal Value : RMB1.00 per H Share Stock Code : 2495
Sole Sponsor, Sole Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (in alphabetical order)
Joint Bookrunners and Joint Lead Managers (in alphabetical order)
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Joint Lead Managers (in alphabetical order)
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SHANGHAI VOICECOMM INFORMATION TECHNOLOGY CO., LTD.* / 上海聲 通信息科技股份有限公司 ANNOUNCEMENT OF ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the prospectus dated June 28, 2024 (the “ Prospectus ”) issued by Shanghai Voicecomm Information Technology Co., Ltd. (the “ Company* ”).
Warning: In view of high concentration of shareholding in a small number of H Shareholders, H 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 | Company Information |
|---|---|
| Stock Code | 2495 |
| Stock Short Name | VOICECOMM |
| Dealings commencement date | July10,2024* |
- see note at the end of the announcement
| Price Information | Price Information |
|---|---|
| Offer Price | HK$152.10 |
| Offer Price Adjustment exercised | N/A |
| Offer Shares and Share Capital | Offer Shares and Share Capital |
|---|---|
| Number of Offer Shares | 4,365,660 |
| Number of Offer Shares in Hong Kong Public Offering |
436,580 |
| Number of offer shares in International Offering (assuming the Over- Allotment Option is not exercised) |
3,929,080 |
| Number of issued shares upon Listing (assuming the Over-Allotment Option is not exercised) |
35,424,890 |
Over-allocation No. of Offer Shares over-allocated 190,660
Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a combination of these means. In the event the Over-allotment Option is exercised, an announcement will be made on the Stock Exchange’s website.
* For identification purpose only
| Proceeds | Proceeds | |
|---|---|---|
| Grossproceeds(Note) | HK$664.02 million | |
| Less: Estimated listing expenses payable based on Offer Price |
HK$(92.37) million | |
| Net Proceeds | HK$571.65 million |
ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING
| No. of valid applications | 2,734 |
| No. of successful applications | 1,693 |
| Subscription level | 3.51 times |
| Claw-back triggered | No |
| No. of Offer Shares initially available under the Hong Kong Public Offering |
436,580 |
| No. of Offer Shares reallocated from the International Offering (claw-back) |
Nil |
| Final no. of Offer Shares under the Hong Kong Public Offering |
436,580 |
| % of Offer Shares under the Hong Kong Public Offering to the Global Offering (assuming the Over-Allotment Option is not exercised) |
10% |
Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to www.eipo.com.hk/eIPOAllotment to perform a search by name or identification number or www.eipo.com.hk/eIPOAllotment for the full list of allottees.
INTERNATIONAL OFFERING
| No. ofplacees | 135 |
| Subscription Level | 1.24 times |
| No. of Offer Shares initially available under the International Offering |
3,929,080 |
| Final no. of Offer Shares under the International Offering (after over- allocation) |
4,119,740 |
| % of Offer Shares under the International Offering to the Global Offering (assuming the Over-Allotment Option is not exercised) |
90% |
|---|---|
The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the Directors, Supervisors, chief executive of the Company, substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii) none of the placees and the public who have purchased the Offer Shares are accustomed to taking instructions from the Company, any of the Directors, Supervisors, chief executive of the Company, 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 Shares registered in his/her/its name or otherwise held by him/her/it.
The placees in the International Offering include the following:
Cornerstone Investors
| Investor | No. of Offer Shares allocated |
% of Offer Shares(assum ing the Over- Allotment Option is not exercised) |
% of total issued H Shares after the Global Offering |
% of total issued share capital after the Global Offering |
Existing shareholders or their close associates |
|---|---|---|---|---|---|
| Jiangsu Jiangkong Investment Co., Ltd. / 江蘇江控投 資有限公司 |
350,040 | 8.02% | 2.69% | 0.99% | No |
| Wuhan Guangtong Gongying Enterprise Management Partnership (Limited Partnership) /武漢光通 共贏企業管 理合夥企業 |
1,404,820 | 32.18% | 10.81% | 3.97% | No |
| (有限合夥) | |||||
|---|---|---|---|---|---|
| Total | 1,754,860 | 40.20% | 13.51% | 4.95% |
LOCK-UP UNDERTAKINGS
Controlling Shareholders
| Name | Number of 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 |
|---|---|---|---|---|
| Shanghai Voicecomm Rongzhi Technology Group Co., Ltd. /上海聲通融 智技術集團有 限公司 |
5,093,558 | 0% | 14.38% | July 9, 2025 |
| Mr. Tang Jinghua /湯敬 華 |
3,498,000 | 0% | 9.87% | July 9, 2025 |
| Mr. Sun Qi /孫 琪 |
1,800,000 | 0% | 5.08% | July 9, 2025 |
| Shanghai Jiageng Culture Communication Co., Ltd. /上 海甲庚文化傳 播有限公司 |
540,000 | 0% | 1.52% | July 9, 2025 |
| Shanghai Jiangfan Technology Development Co., Ltd. /上海 江泛科技发展 有限公司 |
240,000 (including 72,000 H shares) |
0.55% | 0.68% | July 9, 2025 |
| Subtotal | 11,171,558(including | 0.55% | 31.54% |
72,000 H Shares)
Assuming the Over-allotment Option is not exercised. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC law.
Pre-IPO Investors (as defined in the Prospectus)
| Name | Number of 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 |
|---|---|---|---|---|
| Jiaxing Chengshun Phase II Equity Investment Partnership (Limited Partnership) / 嘉興誠順貳期 股權投資合夥 企業(有限合 夥) |
1,538,462 | 0% | 4.34% | July 9, 2025 |
| Gongqingcheng Huanping Equity Investment Partnership (Limited Partnership) / 共青城環平股 權投資合夥企 業(有限合夥) |
745,000 | 0% | 2.10% | July 9, 2025 |
| Shanghai Xinzhuang Industrial Park Economic and Technology Development Co.,Ltd. /上 |
660,000 | 0% | 1.86% | July 9, 2025 |
| 海市莘莊工業 區經濟技術發 展有限公司 |
||||
|---|---|---|---|---|
| Chengdu Technology Innovation Investment Group Co., Ltd. /成都科技創 新投資集團股 份有限公司 |
603,000 | 0% | 1.70% | July 9, 2025 |
| Zibo Bokai Venture Capital Co., Ltd. /淄 博博開創業投 資有限公司 |
500,000 | 0% | 1.41% | July 9, 2025 |
| Shanghai Donghao Lansheng Human Resources Industry Equity Investment Fund Partnership (Limited Partnership) / 上海東浩蘭生 人力資源產業 股權投資基金 合夥企業(有限 合夥) |
500,000 | 0% | 1.41% | July 9, 2025 |
| Neijiang High- tech Investment Service Co., Ltd. /內江高 新科技投資服 務有限責任公 司 |
461,538 | 0% | 1.30% | July 9, 2025 |
| Chengdu Tongchuang Zhixing Enterprise Management |
22,000 | 0% | 0.06% | July 9, 2025 |
| Consulting Partnership (Limited Partnership) / 成都同創知行 企業管理咨詢 合夥企業(有限 合夥) |
||||
|---|---|---|---|---|
| Zibo Yingke Jiyun Venture Capital Partnership (Limited Partnership) / 淄博盈科吉運 創業投資合夥 企業(有限合 夥) |
2,400,000 (including 1,200,000 H shares) |
9.24% | 6.77% | July 9, 2025 |
| Qingdao Yingke Value Venture Capital Partnership (L.P.) /青島盈 科價值創業投 資合夥企業(有 限合夥) |
1,250,000 (including 625,000 H shares) |
4.81% | 3.53% | July 9, 2025 |
| Shanghai Cuiwen Network Technology Co., Ltd. /上 海萃問網絡科 技有限公司 |
510,000 (including 400,000 H shares) |
3.08% | 1.44% | July 9, 2025 |
| Xi’an Jinxuntong Software Technology Co., Ltd. /西 安金訊通軟件 技術有限公司 |
277,692 (including 138,846 H shares) |
1.07% | 0.78% | July 9, 2025 |
| Jiaxing Shangyu Investment Partnership |
1,800,000 (including 1,300,000 H shares) |
10.01% | 5.08% | July 9, 2025 |
| (Limited Partnership) / 嘉興尚裕投資 合夥企業(有限 合夥) |
||||
|---|---|---|---|---|
| Suzhou Bodao Dinghua Equity Investment Partnership (Limited Partnership) / 蘇州僰道鼎華 股權投資合夥 企業(有限合 夥) |
750,000 (including 250,000 H shares) |
1.92% | 2.12% | July 9, 2025 |
| Gongqingcheng Softbank Huaxin Investment Center (Limited Partnership) / 共青城軟銀華 鑫投資中心(有 限合夥) |
600,000 (including 150,000 H shares) |
1.15% | 1.69% | July 9, 2025 |
| Jiaxing Laida Investment Partnership (Limited Partnership) / 嘉興萊達投資 合夥企業(有限 合夥) |
500,000 H shares | 3.85% | 1.41% | July 9, 2025 |
| Qingdao Huazi Shengtong Equity Investment Fund Partnership (Limited Partnership) / 青島華資盛通 股權投資基金 合夥企業(有限 |
500,000 H shares | 3.85% | 1.41% | July 9, 2025 |
| 合夥) | ||||
|---|---|---|---|---|
| Zhejiang Jiuli Investment Management Co., Ltd. /浙 江久立投資管 理有限公司 |
461,538 (including 153,846 H shares) |
1.18% | 1.30% | July 9, 2025 |
| Chongqing Yuanzhi Xingjian Information Technology Partnership (Limited Partnership) / 重慶遠致行健 信息技術合夥 企業(有限合 夥) |
141,442 (including 70,721 H shares) |
0.54% | 0.40% | July 9, 2025 |
| Shanghai Zhuyi Enterprise Management Partnership (Limited Partnership) / 上海杼翊企業 管理合夥企業 (有限合夥) |
50,000 (including 25,000 H shares) |
0.19% | 0.14% | July 9, 2025 |
| Beijing Jingjin Investment Management Consulting Co., Ltd. /北京靖錦 投資管理咨詢 有限公司 |
250,000 (including 125,000 H shares) |
0.96% | 0.71% | July 9, 2025 |
| Ms. Song Qimin /宋琦 敏 |
50,000 H shares | 0.38% | 0.14% | July 9, 2025 |
| Ms. Pan Qi / 潘琪 |
30,000 | 0% | 0.08% | July 9, 2025 |
| Mr. Zhang Weihua /張偉 華 |
20,000 (including 8,000 H shares) |
0.06% | 0.06% | July 9, 2025 |
| Mr. Chen | 10,000(including | 0.04% | 0.03% | July9,2025 |
| Xuanjun /陳 宣君 |
5,000 H shares) | |||
|---|---|---|---|---|
| Subtotal | 14,630,672 (including 5,501,413 H Shares) |
42.35% | 41.30% | |
| Assuming the Over-allotment Option is not exercised. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC law. |
Existing Shareholder (other than the Controlling Shareholders and Pre-IPO Investors as defined in the Prospectus)
| Name | Number of 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 |
|---|---|---|---|---|
| Ms. Xu Ping / 許萍 |
60,000 | 0% | 0.17% | July 9, 2025 |
| Shanghai Hengxi Private Equity Fund Management Co.,Ltd. /上海 恒翕私募基金 管理有限公司 |
50,000 | 0% | 0.14% | July 9, 2025 |
| Jiangsu Xinzhi Equity Investment Management Co., Ltd. /江 蘇鑫智股權投 資管理有限公 司 |
20,000 | 0% | 0.06% | July 9, 2025 |
| Mr. Feng Jian / 馮健 |
20,000 | 0% | 0.06% | July 9, 2025 |
| Shanghai Chenqi Information Consultation Co.,Ltd. /上 |
2,327,000 (including 1,500,000 H shares) |
11.55% | 6.57% | July 9, 2025 |
| 海晨氣信息咨 詢有限公司 |
||||
|---|---|---|---|---|
| Mr. Qin Huai’er /覃懷 二 |
1,000,000 (including 200,000 H shares) |
1.54% | 2.82% | July 9, 2025 |
| Mr. Zhang Zhuo /張卓 |
500,000 (including 250,000 H shares) |
1.92% | 1.41% | July 9, 2025 |
| Mr. Yang Leizhe /楊蕾 喆 |
300,000 (including 250,000 H shares) |
1.92% | 0.85% | July 9, 2025 |
| Mr. Luo Jun / 駱軍 |
200,000 H shares | 1.54% | 0.56% | July 9, 2025 |
| Mr. Lu Liguang /盧禮光 |
125,000 (including 62,500 H shares) |
0.48% | 0.35% | July 9, 2025 |
| Ms. Pan Peihong /潘培 紅 |
125,000 H shares | 0.96% | 0.35% | July 9, 2025 |
| Ms. Du Yingdong /杜 英東 |
100,000 H shares | 0.77% | 0.28% | July 9, 2025 |
| Mr. Bian Yulong /卞玉 龍 |
100,000 H shares | 0.77% | 0.28% | July 9, 2025 |
| Shanghai Jiayuan Intelligent Technology Co., Ltd. /上 海嘉沅智能科 技有限公司 |
100,000 H shares | 0.77% | 0.28% | July 9, 2025 |
| Shanghai Juntuo Intelligent Technology Co., Ltd. /上 海駿拓智能科 技有限公司 |
100,000 H shares | 0.77% | 0.28% | July 9, 2025 |
| Mr. Yan Zhiqiang /嚴 誌強 |
80,000 (including 40,000 H shares) |
0.31% | 0.23% | July 9, 2025 |
| Mr. Ding Yi / 丁毅 |
50,000 (including 25,000 H shares) |
0.19% | 0.14% | July 9, 2025 |
| Subtotal | 5,257,000 (including 3,052,500 H Shares) |
23.50% | 14.84% |
Assuming the Over-allotment Option is not exercised.
The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC law.
Cornerstone Investors
| Name | Number of 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 |
|---|---|---|---|---|
| Jiangsu Jiangkong Investment Co., Ltd. /江蘇江控 投資有限公司 |
350,040 H Shares | 2.69% | 0.99% | January 9, 2025 |
| Wuhan Guangtong Gongying Enterprise Management Partnership (Limited Partnership) / 武 漢光通共贏企業 管理合夥企業 (有限合夥) |
1,404,820 H Shares | 10.81% | 3.97% | January 9, 2025 |
| Subtotal | 1,754,860 | 13.51% | 4.95% | |
| Assuming the Over-allotment Option is not exercised. The expiry date of the lock-up period shown in the table above is pursuant to the relevant Cornerstone Investment Agreement. |
PLACEE CONCENTRATION ANALYSIS
| Placees Top 1 Top 5 Top 10 Top 25 |
Number of H Shares allotted Allotment as % of Internationa l Offering (assuming no exercise of the Over- allotment Option) Allotment as % of Internationa l Offering (assuming the Over- allotment Option is exercised and new H Shares are issued) Allotment as % of total Offer Shares (assuming no exercise of the Over- allotment Option) Allotment as % of total Offer Shares (assuming the Over- allotment Option is exercised and new H Shares are issued) 1,404,820 35.75% 34.10% 32.18% 30.83% 3,658,960 93.13% 88.82% 83.81% 80.31% 4,108,740 104.57% 99.73% 94.11% 90.18% 4,117,540 104.80% 99.95% 94.32% 90.37% |
Number of Shares held upon Listing % of total issued share capital upon Listing (assuming no exercise of the Over- allotment Option) ·% of total issued share capital upon Listing (assuming the Over- allotment Option is exercised and new H Shares are issued) 1,404,820 3.97% 3.94% 3,658,960 10.33% 10.27% 4,108,740 11.60% 11.54% 4,117,540 11.62% 11.56% |
|---|---|---|
Notes
* Ranking of placees is based on the number of H Shares allotted to the placees.
H SHAREHOLDERS CONCENTRATION ANALYSIS
| H Shareholders* Top 1 Top 5 Top 10 Top 25 |
Number of H Shares allotted Allotment as % of International Offering (assuming no exercise of the Over- allotment Option) Allotment as % of International Offering (assuming the Over- allotment Option is exercised and new H Shares arssue Allotment as % of total Offer Shares (assuming no exercise of the Over- allotment Option) Allotment as % of total Offer Shares (assuming the Over- allotment Option is exercised and new H Shares are issued) - 0.00% 0.00% 0.00% 0.00% 2,054,820 52.30% 49.88% 47.07% 45.10% 3,658,960 93.13% 88.82% 83.81% 80.31% |
Number of H Shares held upon Listing % of total issued H Shares capital upon Listing (assuming no exercise of the Over- allotment Option) % of total issued H Shares capital upon Listing (assuming the Over- allotment Option is exercised and new H Shares are issued) 2,325,000 17.90% 17.64% 7,679,820 59.11% 58.26% 9,933,960 76.46% 75.36% |
Number of Shares held upon Listing 4,650,000 11,331,820 17,543,960 21,977,570 |
|---|---|---|---|
| 3,958,340 100.74% 96.08% 90.67% 86.88% |
12,226,032 94.11% 92.75% |
Notes
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholder upon Listing.
SHAREHOLDER CONCENTRATION ANALYSIS
| Sharehol ders* Top 1 Top 5 Top 10 Top 25 |
Number o fH Share s allotted Allotment as % of Internation al Offering (assuming no exercise of the Over- allotment Option) Allotment as % of International Offering (assuming the Over- allotment Option is exercised and new H Shares are issued) Allotment as % of total Offer Shares (assuming no exercise of the Over- allotment Option) Allotment as % of total Offer Shares (assuming the Over- allotment Option is exercised and new H Shares are issued) 0 0.00% 0.00% 0.00% 0.00% 0 0.00% 0.00% 0.00% 0.00% 2,703,720 68.81% 65.63% 61.93% 59.34% |
Number of H Shares held upon Listing 72,000 5,947,000 8,850,720 |
Number of Shares held upon Listing % of total issued share capital upon Listing (assuming no exercise of the Over- allotment Option) % of total issued share capital upon Listing (assuming the Over- allotment Option is exercised and new H Shares are issued) 11,171,558 31.54% 31.37% 24,546,558 69.29% 68.92% 29,410,278 83.02% 82.58% |
|---|---|---|---|
| 3,873,740 98.59% 94.03% 88.73% 85.02% |
12,051,653 | 34,200,970 96.55% 96.03% |
Notes
* Ranking of Shareholders is based on the number of Shares held by the Shareholder upon Listing.
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, 2,734 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 ALLOTTED OF THE TOTAL NO. OF SHARES APPLIED FOR |
|---|---|---|---|
| POOL A | |||
| 20 | 1,503 | 524 out of 1,503 to receive 20 Shares |
34.86% |
| 40 | 204 | 142 out of 204 to receive 20 Shares |
34.80% |
| 60 | 298 | 20 Shares plus 13 out of 298 to receive additional 20 Shares |
34.79% |
| 80 | 47 | 20 Shares plus 18 out of 47 to receive additional 20 Shares |
34.57% |
| 100 | 136 | 20 Shares plus 95 out of 136 to receive additional 20 Shares |
33.97% |
| 120 | 21 | 40 Shares | 33.33% |
| 140 | 20 | 40 Shares plus 6 out of 20 to receive additional 20 Shares |
32.86% |
| 160 | 13 | 40 Shares plus 8 out of 13 to receive additional 20 Shares |
32.69% |
| 180 | 6 | 40 Shares plus 5 out of 6 to receive additional 20 Shares |
31.48% |
| 200 | 142 | 60 Shares plus 21 out of 142 to receive additional 20 Shares |
31.48% |
| 300 | 86 | 80 Shares plus 62 out of 86 to receive additional 20 Shares |
31.47% |
| 400 | 31 | 120 Shares plus 9 out of 31 to receive additional 20 Shares |
31.45% |
| 500 | 26 | 140 Shares plus 22 out of 26 to receive additional 20 Shares |
31.38% |
| 600 | 31 | 180 Shares plus 12 out of 31 to receive additional 20 Shares |
31.29% |
| 700 | 7 | 200 Shares plus 6 out of 7 to receive additional 20 Shares |
31.02% |
| 800 | 12 | 240 Shares plus 4 out of 12 to receive additional 20 Shares |
30.83% |
| 900 | 8 | 260 Shares plus 6 out of 8 to receive additional 20 Shares |
30.56% |
| 1,000 | 53 | 300 Shares plus 14 out of 53 to receive additional 20 Shares |
30.53% |
|---|---|---|---|
| 2,000 | 30 | 600 Shares plus 15 out of 30 to receive additional 20 Shares |
30.50% |
| 3,000 | 13 | 900 Shares plus 9 out of 13 to receive additional 20 Shares |
30.46% |
| 4,000 | 8 | 1,200 Shares plus 7 out of 8 to receive additional 20 Shares |
30.44% |
| 5,000 | 3 | 1,520 Shares | 30.40% |
| 6,000 | 2 | 1,820 Shares | 30.33% |
| 7,000 | 3 | 2,120 Shares | 30.29% |
| 8,000 | 4 | 2,420 Shares | 30.25% |
| 9,000 | 1 | 2,720 Shares | 30.22% |
| 10,000 | 9 | 3,020 Shares | 30.20% |
| 20,000 | 4 | 6,040 Shares | 30.20% |
| 30,000 | 2 | 9,060 Shares | 30.20% |
| Total | 2,723 | Total number of Pool A successful applicants: 1,682 |
|
| POOL B | |||
| 40,000 | 8 | 10,560 Shares plus 3 out of 8 to receive additional 20 Shares |
26.42% |
| 70,000 | 1 | 18,480 Shares | 26.40% |
| 218,280 | 2 | 57,620 Shares plus 1 out of 2 to receive additional 20 Shares |
26.40% |
| Total | 11 | Total number of Pool B successful applicants: 11 |
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 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 placees or the public (as the case may be) and the consideration payable by them for each Offer Share subscribed for or purchased by them was the same as the Offer Price 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 (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 does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. 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 from time to time (the “ U.S. Securities Act ”). The securities may not be offered or sold in the United States, except pursuant to an exempt from 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. This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer to acquire, purchase or subscribe for any securities of the Company. This announcement is not a prospectus. 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. * Potential investors of the Offer Shares should note that the Sole Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters) can, in its sole and absolute discretion, terminate 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 – The 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 July 10, 2024).
PUBLIC FLOAT
Immediately after the completion of the Global Offering, 9,805,727 H Shares, representing approximately 27.68% of the issued share capital of our Company will count towards the public float (assuming the Over-Allotment Option is not exercised), satisfying the minimum percentage prescribed by Rule 8.08 of the Listing Rules.
The Directors confirm that, immediately following completion of the Global Offering: (i) at least 25% of the total number of issued Shares will be held by the public, in compliance with Rule 8.08(1) of the Listing Rules; (ii) the Shares will be held by at least 300 Shareholders at the time of Listing, in compliance with Rule 8.08(2) of the Listing Rules; (iii) the three largest public Shareholders will not hold more than 50% of the Shares held in public hands at the time of Listing, in compliance with Rule 8.08(3) of the Listing Rules; (iv) no placee will, individually, be placed more than 10% of the enlarged issued share capital of the Company immediately after the Global Offering; and (v) there will not be any new substantial Shareholder (as defined in the Listing Rules) of the Company.
COMMENCEMENT OF DEALINGS
No temporary documents of title will be issued in respect of the H 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 Wednesday, July 10, 2024 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting — — — Underwriting Arrangements and Expenses The Hong Kong Public Offering Grounds for Termination” in the Prospectus has not been exercised. Investors who trade Shares prior to the receipt of H Share certificates or the H Share certificates becoming valid do so entirely at their own risk.
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Wednesday, July 10, 2024 (Hong Kong time), dealings in the H Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Wednesday, July 10, 2024 (Hong Kong time). The H Shares will be traded in board lots of 20 H Shares each. The stock code of the H Shares is 2495.
By order of the Board Shanghai Voicecomm Information Technology Co., Ltd.* Mr. TANG Jinghua Chairman
Hong Kong, July 9, 2024
As of the date of this announcement, the Board of Directors of the Company comprises Mr. TANG Jinghua as chairman and executive Director, Mr. SUN Qi as executive Director, Mr. YANG Xiaoyuan, Mr. TAN Xiaobo, Mr. CHEN Yulei and Ms. MA Tiantian as non-executive Directors, and Mr. LIU Rong, Mr. WU Haipeng, Mr. MU Binrui and Mr. SINN Wai Kin Derek as independent non-executive Directors.
- For identification purpose only
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