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Yidu Tech Inc. — Regulatory Filings 2021
Feb 7, 2021
50408_rns_2021-02-07_386dac63-0f1d-48b0-8477-598a12846bcf.pdf
Regulatory Filings
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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 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 Hong Kong prospectus dated December 31, 2020 (the “ Prospectus ”) issued by Yidu Tech Inc. (the “ Company ”) for detailed information about the Global Offering described below before deciding whether or not to invest in the Shares thereby being offered.
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 any other jurisdiction. The 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 or sold in the United States absent registration under the U.S. Securities Act or except pursuant to registration under the U.S. Securities Act or an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There is not and it is not currently intended for there to be any public offering of securities of the Company in the United States.
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).
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the Prospectus.
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Yidu Tech Inc. 醫渡科技有限公司
(Incorporated in Cayman Islands with limited liability)
(Stock Code: 2158)
FULL EXERCISE OF THE OVER-ALLOTMENT OPTION, STABILISING ACTIONS AND END OF STABILISATION 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 January 14, 2021 (the “ Announcement ”) has been fully exercised by the Joint Global Coordinators, on behalf of the International Underwriters, on February 6, 2021 in respect of an aggregate of 23,467,500 new Shares (the “ Over-allotment Shares ”), representing approximately 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, to cover over-allocations under the International Offering.
The Over-allotment Shares will be issued and allotted by the Company at HK$26.30 per Offer Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%), being the Offer Price per Offer Share under the Global Offering.
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STABILISATION ACTIONS AND END OF STABILISATION PERIOD
The Company further announces that the stabilisation period in connection with the Global Offering ended on February 6, 2021, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Stabilisation actions were undertaken by Goldman Sachs (Asia) L.L.C. as the Stabilising Manager, or any person acting for it, during the stabilisation period, further information in relation to which is set out below.
PUBLIC FLOAT
The Company continues to comply with the public float requirement under Rule 8.08(1) of the Listing Rules.
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 Coordinator, on behalf of the International Underwriters on February 6, 2021 in respect of an aggregate of 23,467,500 new Shares, representing approximately 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, to cover, among other things, overallocations under the International Offering.
The Over-allotment Shares will be issued and allotted by the Company at HK$26.30 per Offer Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%), being the Offer Price per Offer Share under the Global Offering.
Approval of Listing
Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Committee of the Stock Exchange. Listing of and dealings in such Overallotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on February 10, 2021.
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Shareholding Structure upon the Full Exercise of the Over-allotment Option
The shareholding structure of the Company immediately before and immediately after the completion of the allotment and issue of the Over-allotment Shares by the Company is as follows:
| Immediately before | Immediately before | Immediately after | Immediately after | |
|---|---|---|---|---|
| the full exercise of | the full exercise of | |||
| the Over-allotment Option | the Over-allotment Option | |||
| Approximate | Approximate | |||
| percentage of | percentage of | |||
| the Company’s | the Company’s | |||
| Number of | issued share | Number of | issued share | |
| Shares | capital(%) | Shares | capital(%) | |
| Sweet Panda Limited | 398,888,890 | 44.23% | 398,888,890 | 43.11% |
| Sunshine Longevity Limited | 96,068,715 | 10.65% | 96,068,715 | 10.38% |
| Other public shareholders | 406,804,405 | 45.12% | 430,271,905 | 46.50% |
| Total | 901,762,010 | 100.0% | 925,229,510 | 100.0% |
Use of Proceeds
The Company will receive additional net proceeds of approximately HK$592.5 million from the issue of the Over-allotment Shares after deducting the underwriting commissions and estimated expenses paid or payable by the Company relating to the exercise of the Over-allotment Option will be used by the Company for the purposes as set out in the section headed “Future Plans and Use of Proceeds” in the Prospectus.
STABILISING ACTIONS AND END OF STABILISATION PERIOD
The Company announces that the stabilisation period in connection with the Global Offering ended on February 6, 2021, being 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. The stabilising actions undertaken by Goldman Sachs (Asia) L.L.C. through its affiliates, as Stabilising Manager, or any person acting for it during the stabilisation period were:
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(1) over-allocations of an aggregate of 23,467,500 Offer 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;
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(2) borrowing of an aggregate of 23,467,500 Shares by the Stabilising Manager from Sweet Panda Limited, the Controlling Shareholder, pursuant to the Stock Borrowing Agreement to cover over-allocations in the International Offering. Such Shares will be returned and redelivered to Sweet Panda Limited in accordance with the terms of the Stock Borrowing Agreement; and
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- (3) the full exercise of the Over-allotment Option by the Joint Global Coordinators, on behalf of the International Underwriters, on February 6, 2021, 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 Overallotment Option, at the Offer Price, to cover over-allocations in the International Offering.
Public Float
The Directors confirm that, immediately after the end of the stabilisation period, the number of issued shares in the hands of the public will satisfy the minimum percentage as prescribed in Rule 8.08(1) of the Listing Rules and the Company will continue to comply with the public float requirement.
By order of the Board Yidu Tech Inc. Gong Yingying Executive Director and Chief Executive Officer
Hong Kong, February 7, 2021
As at the date of this announcement, the executive Directors are Ms. Gong Yingying, Ms. Yang Jing, Dr. Yan Jun and Ms. Zhang Shi; the non-executive Director is Ms. Gao Yongmei; and the independent non-executive Directors are Dr. Ma Wei-Ying, Ms. Pan Rongrong and Prof. Zhang Linqi.
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