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ZG Group Capital/Financing Update 2025
51027_rns_2025-03-07_aa27479f-331b-4aee-b03a-ceae1ad26d46.pdf
Capital/Financing Update
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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 for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Aquila or the Successor Company.
Distribution of this announcement into jurisdictions other than Hong Kong may be restricted by laws. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The Successor Company will be controlled through weighted voting rights upon the completion of the De-SPAC Transaction. Prospective investors should be aware of the potential risks of investing in a company with a WVR structure, in particular that the WVR Beneficiaries, whose interests may not necessarily be aligned with those of the shareholders as a whole, will be in a position to exert significant influence over the outcome of the shareholders' resolutions, irrespective of how other shareholders vote. For further information about the risks associated with the WVR structure, see "Risk Factors - Risks Relating to the WVR Structure" in the Circular. Prospective investors should make the decision to invest in the Successor Company only after due and careful consideration.
ZG Group
找铜产业互联集团
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 6676)
(Warrant Code: 2572)
DE-SPAC TRANSACTION
INVOLVING PLACING OF 1,558,500 PERMITTED EQUITY FINANCING SHARES
Per Share Price: HK$10.00 per Successor Company Class A Share
Nominal value: US$0.00005 per Successor Company Class A Share
Joint Sponsors to the deemed new listing application of the Successor Company, and Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers for the PIPE Investments and the Permitted Equity Financing
ZG GROUP / 找钢产业互联集团
ANNOUNCEMENT OF PLACEMENT RESULTS
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the circular to shareholders (the “Circular”) dated February 5, 2025 issued by Aquila Acquisition Corporation (“Aquila”) and the announcement dated March 3, 2025 in relation to the Placing Agreement (the “Announcement”) issued by Aquila.
| Warning: In view of high concentration of shareholding in a small number of Successor Company Shareholders, Successor Company Shareholders and prospective investors should be aware that the price of the Successor Company Class A Shares could move substantially even with a small number of Successor Company Class A Shares traded and should exercise extreme caution when dealing in the Successor Company Class A Shares. | |
|---|---|
| SUMMARY | |
| Company information | |
| Stock code | 6676 |
| Stock short name | ZG GROUP-W |
| Warrant code | 2572 |
| Warrant short name | ZG GROUP W30 |
| Dealings commencement date | March 10, 2025* |
*see note at the end of the announcement
| Price Information | |
|---|---|
| Per Share Price | HK$10.00 |
| Permitted Equity Financing Shares and Share Capital | |
| --- | --- |
| Number of Permitted Equity Financing Shares | 1,558,500 |
| Number of issued Successor Company Shares upon Listing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right) | 1,071,092,361 |
| Proceeds | |
| --- | --- |
| Gross proceeds (Note) | HK$15.59 million |
| Less: Estimated expenses payable based on Per Share Price (assuming the discretionary fees are paid in full) | HK$(0.67) million |
| Net proceeds | HK$14.92 million |
Note: Gross proceeds refer to the amount which the Successor Company is entitled to receive from the Permitted Equity Financing. For details of the use of proceeds, please refer to the Circular and the Announcement.
Aquila and the Target Company also entered into PIPE Investment Agreements with eight PIPE Investors. Pursuant to the PIPE Investment Agreements, the PIPE Investors have agreed to, by themselves or through their respective Qualified Investment Schemes, subscribe for, and the Successor Company has agreed to issue to the PIPE Investors (or their respective Qualified Investment Schemes, if applicable), 53,256,142 PIPE Investment Shares at the price of HK$10.00 per PIPE Investment Share. The gross proceeds from the PIPE Investments pursuant to the PIPE Investment Agreements will be HK$532,561,420. For details of the PIPE Investments, please refer to (i) Aquila’s announcement dated August 31, 2023 in relation to, among others, the PIPE Investments; (ii) Aquila’s announcements dated December 18, 2023, January 22, 2025 and February 5, 2025, respectively, in relation to updates on PIPE Investments; and (iii) the Circular.
The PIPE Investment Shares subscribed by Orient Asset Management will be held by ORIENT ASSET MANAGEMENT (HONG KONG) LIMITED - Orient Asset Mgt (HK) Ltd-OSR Selective No.16 (the "Portfolio"), a portfolio managed by Orient Asset Management. The ultimate investment decisions of the Portfolio are made exclusively by Orient Asset Management.
As disclosed in the Circular, Gusto was wholly-owned by OPIM and under OPIM's management, and the decision on the PIPE Investment was made by OPIM. On March 3, 2025, Gusto issued non-voting participating shares to Empire Majesty International Media Limited ("Empire Majesty"), a company ultimately controlled by Chen Wen. As of the date of this announcement, OPIM retains 100% of Gusto's management shares (representing 0.01% of the total issued share capital of Gusto) and holds all voting power in Gusto, while Empire Majesty holds 100% of Gusto's non-voting participating shares (representing 99.99% of the total issued share capital of Gusto). The investment decisions of Gusto are made exclusively by OPIM in its capacity as investment manager.
As disclosed in the Circular, Ninghai Zhenwei's PIPE Investment Amount would be the Hong Kong dollar equivalent of RMB150,000,000, converted at the relevant exchange rate on the date which is three business days before the date of Closing (the "HK$ Equivalent Amount"), and the number of PIPE Investment Shares will be determined by dividing the HK$ Equivalent Amount by HK$10.00, rounded down to the nearest integer. On March 5, 2025, Ninghai Zhenwei converted RMB150,000,000 into HK$159,761,422.94, based on the exchange rate applicable on the same day. Accordingly, the number of PIPE Investment Shares has been determined as 15,976,142 shares.
PERMITTED EQUITY FINANCING PLACEMENT RESULTS DETAILS
PERMITTED EQUITY FINANCING
| Description | % |
|---|---|
| No. of places who are Professional Investors | 73 |
| No. of Permitted Equity Financing Shares | 1,558,500 |
| % of Permitted Equity Financing Shares to the total issued Successor Company Shares upon Closing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right) | 0.15% |
The Directors of the Successor Company confirm that, to the best of their knowledge, information and belief, (i) none of the Permitted Equity Financing Shares subscribed by the places have been financed directly or indirectly by Aquila, the Target Company and the Successor Company, any of the directors, chief executive, controlling shareholders, substantial shareholders and existing shareholders of Aquila, the Target Company and the Successor Company, or any of their respective subsidiaries or their respective close associates; and (ii) none of the places who have purchased the Permitted Equity Financing Shares are accustomed to taking instructions from Aquila, the Target Company and the Successor Company, any of the directors, chief executive, controlling shareholders, substantial shareholders and existing shareholders of Aquila, the Target Company and the Successor Company, or any of their respective subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or other disposition of Successor Company Class A Shares registered in his/her/its name or otherwise held by him/her/it.
LOCK-UP UNDERTAKINGS
Controlling Shareholders
| Name | No. of Successor Company Shares subject to lock-up undertakings upon Listing | % of shareholding in the Successor Company subject to lock-up undertakings upon Listing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right) | Last day subject to the lock-up undertakings |
|---|---|---|---|
| Mr. Wang Dong (王東)^{Note 1} | 157,523,425 | ||
| Successor Company | |||
| Class B Shares | 14.71% | March 9, 2026^{Note 2} | |
| Mr. Wang Changhui (王常輝)^{Note 3} | 33,512,437 | ||
| Successor Company | |||
| Class B Shares | 3.13% | March 9, 2026^{Note 2} | |
| Mr. Rao Huigang (饒慧鋼)^{Note 4} | 36,108,114 | ||
| Successor Company | |||
| Class A Shares | 3.37% | March 9, 2026^{Note 2} | |
| Subtotal | 36,108,114 | ||
| Successor Company | |||
| Class A Shares | |||
| 191,035,862 | |||
| Successor Company | |||
| Class B Shares | 21.21% | ||
| Notes: | |||
| 1. The Successor Company Class B Shares beneficially owned by Mr. Wang Dong are held by Wangdong Holdings and Pangmao1 Ltd. Pangmao1 Ltd is wholly owned by Wangdong Holdings. Wangdong Holdings is a company indirectly wholly-owned by a trust established by Mr. Wang Dong (as settlor) for the benefit of Mr. Wang Dong and his family. | |||
| 2. The expiry date of the lock-up period shown in the table above is pursuant to the Listing Rules and the Controlling Shareholders Lock-up Agreement. For further details, please see “Letter from the Aquila Board – I. Other Arrangements – 2. Controlling Shareholders Lock-up Agreement” in the Circular. | |||
| 3. The Successor Company Class B Shares beneficially owned by Mr. Wang Changhui are held by Wangchanghui Holdings and Pangmao2 Ltd. Pangmao2 Ltd is wholly owned by Wangchanghui Holdings. Wangchanghui Holdings is a company indirectly wholly-owned by a trust established by Mr. Wang Changhui (as settlor) for the benefit of Mr. Wang Changhui and his family. | |||
| 4. The Successor Company Class A Shares beneficially owned by Mr. Rao Huigang are held by Raohuigang Holdings. Raohuigang Holdings is a company controlled by a trust established by Mr. Rao Huigang (as settlor) for the benefit of Mr. Rao Huigang and his family. |
Other Employees of the Target Company
| Name | No. of Successor Company Shares subject to lock-up undertakings upon Listing | % of shareholding in the Successor Company subject to lock-up undertakings upon Listing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right) | Last day subject to the lock-up undertakings |
|---|---|---|---|
| Ms. Gong Yingxin | |||
| (宮穎欣)^{Note 1} | 1,382,840 | ||
| Successor Company | |||
| Class A Shares | 0.13% | March 9, 2026^{Note 2} | |
| Mr. Zhang Xiaokun (張曉坤)^{Note 3} | 11,095,911 | ||
| Successor Company | |||
| Class A Shares | 1.04% | March 9, 2026^{Note 2} | |
| Ms. Chen Qing | |||
| (陳清)^{Note 4} | 802,047 | ||
| Successor Company | |||
| Class A Shares | 0.07% | March 9, 2026^{Note 2} | |
| Mr. Tong Yaming (童亞明)^{Note 5} | 752,265 | ||
| Successor Company | |||
| Class A Shares | 0.07% | March 9, 2026^{Note 2} | |
| Subtotal | 14,033,063 | ||
| Successor Company | |||
| Class A Shares | 1.31% | ||
| Notes: | |||
| 1. The Successor Company Class A Shares beneficially owned by Ms. Gong Yingxin are held by Gongyingxin Holdings Limited. Such Successor Company Class A Shares will be re-designated and reclassified from the Target Company Shares issued to Gongyingxin Holdings Limited pursuant to the exercise of the share options granted to Ms. Gong Yingxin under the 2023 Pre-Listing Share Option Scheme. Gongyingxin Holdings Limited is wholly owned by Ms. Gong Yingxin. | |||
| 2. The expiry date of the lock-up period shown in the table above is pursuant to the respective grant letters for the share options granted under the 2023 Pre-Listing Share Option Scheme. | |||
| 3. The Successor Company Class A Shares beneficially owned by Mr. Zhang Xiaokun are held by Zhangxiaokun Holdings Limited. Such Successor Company Class A Shares will be re-designated and reclassified from the Target Company Shares issued to Zhangxiaokun Holdings Limited pursuant to the exercise of the share options granted to Mr. Zhang Xiaokun under the 2023 Pre-Listing Share Option Scheme. Zhangxiaokun Holdings Limited is wholly owned by Mr. Zhang Xiaokun. | |||
| 4. The Successor Company Class A Shares beneficially owned by Ms. Chen Qing are held by Chenqing Holdings Limited. Such Successor Company Class A Shares will be re-designated and reclassified from the Target Company Shares issued to Chenqing Holdings Limited pursuant to the exercise of the share options granted to Ms. Chen Qing under the 2023 Pre-Listing Share Option Scheme. Chenqing Holdings Limited is wholly owned by Ms. Chen Qing. | |||
| 5. The Successor Company Class A Shares beneficially owned by Mr. Tong Yaming are held by Tongyaming Holdings Limited. Such Successor Company Class A Shares will be re-designated and reclassified from the Target Company Shares issued to Tongyaming Holdings Limited pursuant to the exercise of the share options granted to Mr. Tong Yaming under the 2023 Pre-Listing Share Option Scheme. Tongyaming Holdings Limited is wholly owned by Mr. Tong Yaming. |
Promoter
| Name | No. of Successor Company Shares subject to lock-up undertakings upon Listing | % of shareholding in the Successor Company subject to lock-up undertakings upon Listing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right) | Last day subject to the lock-up undertakings |
|---|---|---|---|
| CMBI AM Acquisition Holding LLC | 24,109,411 Successor Company Class A Shares | 2.25% | March 9, 2026 Note 1 |
| Subtotal | 24,109,411 Successor Company Class A Shares | 2.25% | |
| Note: 1. The expiry date of the lock-up period shown in the table above is pursuant to the Listing Rules and the Promoter Earn-out and Lock-up Agreement. For further details, please see “Letter from the Aquila Board – I. Other Arrangements – 1. Promoters Earn-out and Lock-up Agreement” in the Circular. |
Pre-Listing Shareholders
| Name | No. of Successor Company Shares subject to lock-up undertakings upon Listing | % of shareholding in the Successor Company subject to lock-up undertakings upon Listing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right) | Last day subject to the lock-up undertakings |
|---|---|---|---|
| Fatcat International Limited Note 1 | 173,145,133 Successor Company Class A Shares | 16.17% | September 6, 2025 Note 1 |
| K2 Evergreen Partners L.P. Note 1 | 28,507,796 Successor Company Class A Shares | 2.66% | September 6, 2025 Note 1 |
| K2 Partners II L.P. Note 1 | 66,699,433 Successor Company Class A Shares | 6.23% | September 6, 2025 Note 1 |
| Jamenia Holdings Limited Note 1 | 6,532,165 Successor Company Class A Shares | 0.61% | September 6, 2025 Note 1 |
| Zhen Partners Fund I, L.P. Note 1 | 52,983,624 Successor Company Class A Shares | 4.95% | September 6, 2025 Note 1 |
| MPC II L.P. Note 1 | 81,442,084 Successor Company Class A Shares | 7.60% | September 6, 2025 Note 1 |
| Name | No. of Successor Company Shares subject to lock-up undertakings upon Listing | % of shareholding in the Successor Company subject to lock-up undertakings upon Listing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right) | Last day subject to the lock-up undertakings |
|---|---|---|---|
| MPC II-A L.P. Note 1 | 9,049,120 Successor Company Class A Shares | 0.84% | September 6, 2025 Note 1 |
| Toasto Time Limited Note 1 | 5,002,000 Successor Company Class A Shares | 0.47% | September 6, 2025 Note 1 |
| Tenzing Holdings 2011 Ltd. Note 1 | 9,657,064 Successor Company Class A Shares | 0.90% | September 6, 2025 Note 1 |
| HSG CV IV Holdco, Ltd. Note 1 | 37,179,908 Successor Company Class A Shares | 3.47% | September 6, 2025 Note 1 |
| IDG-Accel China Capital II L.P. Note 1 | 41,979,935 Successor Company Class A Shares | 3.92% | September 6, 2025 Note 1 |
| IDG-Accel China Capital II Investors L.P. Note 1 | 1,872,476 Successor Company Class A Shares | 0.17% | September 6, 2025 Note 1 |
| Quick Returns Ventures Limited Note 1 | 21,926,228 Successor Company Class A Shares | 2.05% | September 6, 2025 Note 1 |
| Success Path Enterprises Limited Note 1 | 43,743,709 Successor Company Class A Shares | 4.08% | September 6, 2025 Note 1 |
| Puhua Capital Ltd (普華資本有限公司) Note 1 | 8,770,482 Successor Company Class A Shares | 0.82% | September 6, 2025 Note 1 |
| Huaxing Capital Partners, L.P. Note 1 | 8,770,482 Successor Company Class A Shares | 0.82% | September 6, 2025 Note 1 |
| Bright Future International Trading Ltd. Note 1 | 26,311,447 Successor Company Class A Shares | 2.46% | September 6, 2025 Note 1 |
| MSA China Fund I L.P. Note 1 | 10,231,893 Successor Company Class A Shares | 0.96% | September 6, 2025 Note 1 |
| Beijing Jianshi Hongyuan Investment Management Centre (L.P.) (北京堅石宏遠投資管理中心(有限合夥) Note 1 | 102,686,809 Successor Company Class A Shares | 9.59% | September 6, 2025 Note 1 |
| Beijing Jianshi Tianhui Management Consulting | 97,567 | 0.01% | September 6, 2025 Note 1 |
| Name | No. of Successor Company Shares subject to lock-up undertakings upon Listing | % of shareholding in the Successor Company subject to lock-up undertakings upon Listing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right) | Last day subject to the lock-up undertakings |
|---|---|---|---|
| Centre (L.P.) (北京堅石天匯管理諮詢中心(有限合夥))^{Note 1} | Successor Company Class A Shares | ||
| Subtotal | 736,589,355 Successor Company Class A Shares | 68.77% | |
| Note: 1. Certain shareholders of the Target Company (other than the Controlling Shareholders) (each a “Restricted Shareholder”) entered into the Orderly Sale Agreement with Aquila and the Target Company, pursuant to which, among other things and subject to the terms and conditions set forth therein, each Restricted Shareholder has agreed, for the initial consecutive 30-day period commencing on the date of Closing and for each subsequent consecutive 30-day period thereafter until the end of 180 days from the date of Closing, not to sell or otherwise dispose of more than 2% of the Successor Company Class A Shares held by such Restricted Shareholder as of immediately after Closing (the “Base Monthly Permitted Amount”); provided that if the amount of Successor Company Class A Shares sold or otherwise disposed of by a Restricted Shareholder in any given 30-day period is less than the Base Monthly Permitted Amount, in any subsequent 30-day period such Restricted Shareholder may sell or otherwise dispose of additional Successor Company Class A Shares equal to the balance of such Base Monthly Permitted Amount, subject to the condition that such Restricted Shareholder shall not sell or otherwise dispose of more than 5% of the Successor Company Class A Shares held by such Restricted Shareholder immediately after Closing during any subsequent 30-day period within the first 180 days from the date of Closing. For further details on the Orderly Sale Agreement, please see “Letter from the Aquila Board – I. Other Arrangements – 3. Orderly Sale Agreement” in the Circular. |
PLACEE CONCENTRATION ANALYSIS
| Placees | Number of Successor Company Class A Shares allotted under the Permitted Equity Financing | Allotment as % of the Permitted Equity Financing Shares | Number of Successor Company Class A Shares held upon Listing | % of total issued share capital upon Listing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right) |
|---|---|---|---|---|
| Top 1 | 1,500,000 | 96.25% | 1,500,000 | 0.14% |
| Top 5 | 1,510,000 | 96.89% | 1,510,000 | 0.14% |
| Top 10 | 1,516,000 | 97.27% | 1,516,000 | 0.14% |
| Top 25 | 1,531,000 | 98.24% | 1,531,000 | 0.14% |
- Ranking of places is based on the number of Successor Company Class A Shares allotted to the places.
Notes:
Total issued share capital upon Listing includes share class(es) with weighted voting rights. For details on the weighted voting rights structure of the Successor Company, please see 'Letter from the Aquila Board – C. Information about the Target Company – 3. Controlling Shareholders and WVR Structure of the Target Company' in the Circular.
SUCCESSOR COMPANY CLASS A SHAREHOLDER CONCENTRATION ANALYSIS
| Successor Company Class A Shareholders* | Number of Successor Company Class A Shares allotted under the Permitted Equity Financing | Allotment as % of the Permitted Equity Financing Shares | Number of Successor Company Class A Shares held upon Listing | % of total issued share capital upon Listing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right) |
|---|---|---|---|---|
| Top 1 | 0 | 0.00% | 173,145,133 | 16.17% |
| Top 5 | 0 | 0.00% | 527,200,312 | 49.22% |
| Top 10 | 0 | 0.00% | 732,406,298 | 68.38% |
| Top 25 | 0 | 0.00% | 867,593,530 | 81.00% |
*Ranking of Successor Company Class A Shareholders is based on the number of Successor Company Class A Shares held by the Successor Company Class A Shareholders upon Listing. Based on the information available to the Successor Company as of March 7, 2025, the Successor Company is not aware of the identities of the beneficial owners of 7,869,750 Successor Company Class A Shares issued to the Aquila Class A Shareholders, which are held in the name of HKSCC Nominees, representing 0.73% of the total issued share capital of the Successor Company upon Listing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right), therefore the 7,869,750 Successor Company Class A Shares were not taken into account in calculating the Top 25 Shareholders.
Notes:
Total issued share capital upon Listing includes share class(es) with weighted voting rights. For details on the weighted voting rights structure of the Successor Company, please see "Letter from the Aquila Board – C. Information about the Target Company – 3. Controlling Shareholders and WVR Structure of the Target Company" in the Circular.
SUCCESSOR COMPANY SHAREHOLDER CONCENTRATION ANALYSIS
| Successor Company Shareholders* | Number of Successor Company Class A Shares allotted under the Permitted Equity Financing | Allotment as % of the Permitted Equity Financing Shares | Number of Successor Company Class A Shares held upon Listing | Number of Successor Company Class B Shares held upon Listing | Number of Successor Company Shares held upon Listing | % of total issued share capital upon Listing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right) |
|---|---|---|---|---|---|---|
| Top 1# | 0 | 0.00% | 36,108,114 | 191,035,862 | 227,143,976 | 21.21% |
| Top 5 | 0 | 0.00% | 497,638,489 | 191,035,862 | 688,674,351 | 64.30% |
| Top 10 | 0 | 0.00% | 732,406,298 | 191,035,862 | 923,442,160 | 86.21% |
| Top 25 | 0 | 0.00% | 867,593,530 | 191,035,862 | 1,058,629,392 | 98.84% |
Notes
- Ranking of Successor Company Shareholders is based on the number of Successor Company Shares (of all classes) held by the Successor Company Shareholder upon Listing. Based on the information available to the Successor Company as of March 7, 2025, the Successor Company is not aware of the identities of the beneficial owners of 7,869,750 Successor Company Class A Shares issued to the Aquila Class A Shareholders, which are held in the name of HKSCC Nominees, representing 0.73% of the total issued share capital of the Successor Company upon Listing (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right), therefore the 7,869,750 Successor Company Class A Shares were not taken into account in calculating the Top 25 Shareholders.
The Successor Company Shares held by the top 1 shareholder represent the Successor Company Shares held by the Controlling Shareholders of the Successor Company, namely Mr. Wang Dong, Mr. Wang Changhui, Mr. Rao Huigang, Jeremy Global Development Limited, Kiwi Global Development Limited, Restriven Limited, Wangdong Holdings, Pangmao1 Ltd, Wangchanghui Holdings, Pangmao2 Ltd and Raohuigang Holdings, who are parties acting in concert pursuant to the Concert Party Agreement. For further details on the Concert Party Agreement, please see "History, Reorganization and Corporate Structure of the Target Group – The Concert Party Agreement" in the Circular.
Total issued share capital upon Listing includes share class(es) with weighted voting rights. For details on the weighted voting rights structure of the Successor Company, please see "Letter from the Aquila Board – C. Information about the Target Company – 3. Controlling Shareholders and WVR Structure of the Target Company" in the Circular.
COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors of the Successor Company confirm that the Successor Company has complied with the Listing Rules and guidance materials in relation to the placing, allotment and listing of the Successor Company Class A Shares.
The Directors of the Successor Company confirm that, to the best of their knowledge, the consideration to be paid by the placees directly or indirectly for each Permitted Equity Financing Share subscribed for or purchased by them will be the same as the Per Share Price in addition to any AFRC transaction levy, SFC transaction levy and Stock Exchange 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 for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Aquila or the Successor Company. |
| Distribution of this announcement into jurisdictions other than Hong Kong may be restricted by laws. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. |
| This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. |
2
PUBLIC FLOAT
Immediately following completion of the De-SPAC Transaction, (i) 669,420,412 Successor Company Shares, representing 62.50% of the total issued Successor Company Shares will be held in the public hands (after taking into account the Share Redemption and that no Aquila Class A Shareholders exercised their Appraisal Right), satisfying the minimum percentage requirement under Rule 8.08(1) of the Listing Rules; (ii) the three largest public Successor Company Shareholders will not hold more than 50% of the Successor Company Class A Shares held in the public hands at the time of Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iii) there will be at least 100 Professional Investors at the time of Listing in compliance with Rule 18B.65 of the Listing Rules.
The Directors confirm that immediately after the completion of the De-SPAC Transaction, (i) no placee will, individually, be placed more than 10% of the enlarged issued share capital of the Successor Company; and (ii) the Permitted Equity Financing will not result in any new substantial shareholder (as defined in the Listing Rules) of the Successor Company.
COMMENCEMENT OF DEALINGS
The certificates of the Successor Company Class A Shares and the Successor Company Listed Warrants will only become valid evidence of title at 9:00 a.m. on Monday, March 10, 2025 (Hong Kong time), provided that the Conditions to the Closing under the Business Combination Agreement have been fulfilled or waived (where applicable) and the Closing takes place at or before 9:00 a.m. on Monday, March 10, 2025 (Hong Kong time). Investors who trade the Successor Company Class A Shares and the Successor Company Listed Warrants on the basis of publicly available allocation details prior to the receipt of the certificates of the Successor Company Class A Shares and the Successor Company Listed Warrants or prior to such certificates becoming valid evidence of title do so entirely at their own risk.
Assuming that the Conditions to the Closing under the Business Combination Agreement have been fulfilled or waived (where applicable) and the Closing takes place at or before 9:00 a.m. on Monday, March 10, 2025 (Hong Kong time), it is expected that dealings in the Successor Company Class A Shares and the Successor Company Listed Warrants on the Stock Exchange will commence at 9:00 a.m. on Monday, March 10, 2025 (Hong Kong time).
The Successor Company Class A Shares will be traded in board lots of 500 Successor Company Class A Shares each, and the stock code of the Successor Company Class A Shares will be 6676. The Successor Company Listed Warrants will be traded in board lots of 52,500 Successor Company Listed Warrants each, and the warrant code of the Successor Company Listed Warrants will be 2572.
By order of the Board
ZG GROUP
WANG Dong
Chairman of the Board
Hong Kong, March 7, 2025
As of the date of this announcement, the Board of the Successor Company comprises Mr. Wang Dong, Mr. Wang Changhui, Ms. Gong Yingxin and Ms. Zhou Min as executive Directors and Mr. Ye Qian and Mr. Jiang Rongfeng as non-executive Directors and Mr. Wang Xiang, Mr. Chen Yin and Mr. Wang Weisong as independent non-executive Directors.