Nanhua Futures Co., Ltd.

Date of Prospectus: December 12, 2025

Nanhua Futures IPO: A Deep Dive into China’s Leading Non-Bank Futures Firm’s Hong Kong Debut

Nanhua Futures (2691.HK) launches its highly anticipated IPO on the Hong Kong Stock Exchange, presenting investors with an opportunity to back a top-ranked, growth-oriented Chinese derivatives and global financial services provider. This comprehensive analysis covers the offer structure, financials, market positioning, risk factors, growth strategy, and listing outlook, strictly based on official prospectus disclosures.

IPO Snapshot: Key Offer Details and Investment Highlights

IPO Symbol: 2691.HK
Offer Price Range: HK\$12.00 – HK\$16.00 per H Share
Total Shares Offered: 107,659,000 H Shares (subject to over-allotment option)
Market Capitalization (Post-IPO): HK\$13,989.1 million – HK\$14,419.8 million
Hong Kong Public Offering: 10,766,000 H Shares
International Offering: 96,893,000 H Shares
Offer Shares as % of Post-IPO Share Capital: ~15.0% (up to 16.9% if over-allotment is fully exercised)
Nominal Value: RMB1.00 per H Share
Stock Code: 2691

Use of Proceeds: Growth-Driven Allocation Strategy

Estimated Gross Proceeds: Based on mid-point HK\$14.0 per H Share, listing expenses account for approximately 6.5% of gross proceeds.
Estimated Listing Expenses: RMB88.7 million, including underwriting-related expenses (RMB53.2m), professional fees (RMB17.3m), and other fees (RMB18.2m).
Allocation:

• Expansion of core business and service capabilities
• Working capital for operational flexibility
• Future investments in technology and product development
• Enhancement of risk management and compliance infrastructure

This allocation signals a strong growth orientation, with proceeds earmarked for business expansion and operational fortification rather than deleveraging.

Offer Structure and Allocation Breakdown

• Hong Kong Public Offering: 10,766,000 H Shares (initially 10% of total Offer Shares)
• International Offering: 96,893,000 H Shares (initially 90% of total Offer Shares)
• Over-allotment Option: Up to 16,148,500 additional H Shares (15% of initial Offer Shares)
• Public, institutional, and professional investors targeted in both tranches
• No mandatory clawback or reallocation mechanism required for the Hong Kong Public Offering, following Mechanism B per HKEX rules

Post-IPO, at least 7.56% of issued shares will be held by the public and not subject to lock-up, with an expected market capitalization of approximately HK\$645.95 million (at HK\$12.00 offer price).

Investor Participation and Book Quality

• Institutional and Professional Investors: International Offering allocated via book-building, aiming to build a solid professional/institutional shareholder base
• Anchor Investors: Not explicitly named in the prospectus
• Subscription Levels: Allocations based on demand, timing, and investor profile (no retail/institutional oversubscription ratios disclosed)
• No pre-listing disposals by early shareholders disclosed

The book-building approach and focus on professional investors suggest a well-supported order book, which may bode well for first-day trading performance.

Deal Parties: Underwriters, Sponsors, and Stabilization Mechanisms

Sole Sponsor: CITIC Securities (Hong Kong) Limited
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers:

• CLSA Limited
• HGNH International Securities Co., Limited
• BOCI Asia Limited
• CMB International Capital Limited
• ABCI Securities Company Limited
• Zheshang International Financial Holdings Co., Limited
• Caitong International Securities Co., Limited
• Arta Asset Management Limited
• AVICT Global Asset Management Limited
• China Everbright Securities (HK) Limited
• Fortune (HK) Securities Limited
• Waton Securities International Limited
• Yellow River Securities Limited

Stabilization/Over-allotment (Greenshoe): Over-allotment option of up to 16,148,500 H Shares, exercisable for 30 days post-offer to support price and manage excess demand.
Underwriting Commission: 2.5% of gross proceeds (Fixed Fees), total fees payable up to 4.0% of gross proceeds, including Discretionary Fees.
These reputable parties and stabilization options may help ensure orderly trading and liquidity on listing day.

Company Overview: China’s Leading Non-Bank Futures Firm

Nanhua Futures is a top-ranked PRC futures company, focused on global financial services.

• Ranked 8th by total revenue among all PRC futures firms (2024)
• Ranked 1st by total revenue among non-financial institution-related futures companies in PRC (2024)
• Business Model: Diversified futures and derivatives services domestically and internationally, risk management, and wealth management for industrial clients, financial institutions, and individual investors
• Revenue Streams: Derivatives brokerage, risk management solutions, wealth management products
• Client Segments: Industrial enterprises, financial institutions, individual investors (China and overseas)
• Geographies: PRC (core), Hong Kong, and international markets

Industry Definition & Size: China’s futures industry has matured over 30 years, driven by policy and market demand, with competitive positioning in both domestic and global markets.

Financial Health: Multi-Period Performance

Note: Full period-by-period financials are referenced in the prospectus appendices. The company reports strong tangible assets and prudent risk controls, with investments focused on low-risk fixed income and wealth management products.

Market Position and Competitive Advantages

• Industry Leader: 8th by total revenue in PRC futures industry (2024); 1st among non-bank futures companies
• Brand Strength: Decades of market experience, comprehensive risk management services, and global reach
• Competitive Edge: Customized derivative solutions, deep client relationships, extensive market insights

Management Team

Board of Directors: Names and roles provided in the prospectus (see “Directors and Senior Management”).
Relevant Experience: Leadership with strong industry expertise and compliance backgrounds.

Trends, Timing, and Market Environment

Sector Trends: China’s futures sector continues robust growth, driven by policy liberalization and rising market demand.
Timing of IPO: Application opens 9:00 a.m. December 12, 2025; closes 12:00 noon December 17, 2025.
Listing Date: Expected to commence trading December 22, 2025.
Economic Environment: Prospectus cites favorable macro conditions and significant demand for sophisticated risk management and derivative products.
Recent Developments: No material adverse changes disclosed since December 31, 2024.
Outlook: The listing is well-timed to capitalize on sector expansion and global investor appetite for Chinese financial assets.

Risk Factors

• No prior public market for H Shares; liquidity and price discovery risk post-listing
• Volatility in H Share price and trading volume due to earnings fluctuations, market news, competitor actions, analyst recommendations
• Regulatory and legal risks including changes in PRC, HK, and international laws affecting operations, capital markets, and dividend policies
• Macroeconomic and sector-specific risks: interest rate, FX, commodity price volatility
• Operational risks: competition, customer concentration, supplier dependence, internal controls
• Related-party transactions and connected transactions disclosed

Growth Strategy and Expansion Plans

• Expansion of service capabilities and geographic reach
• Investment in technology, risk management, and new product innovation
• Strengthening global partnerships and client acquisition
• Flexible deployment of proceeds into future business opportunities

Ownership and Lock-Up Arrangements

• Pre-IPO Shareholding: Major controlling shareholders and existing minority A Shareholders disclosed
• Post-IPO Lock-Up: Controlling shareholders and company have agreed to six-month lock-up periods per HKEX rules
• ESOPs: Not explicitly detailed in the prospectus

Research Coverage and Analyst Opinions

Industry Consultant: Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.
Price Targets/Opinions: No explicit analyst price targets or opinions disclosed in the prospectus.

Listing Outlook: First-Day Performance and Value Proposition

Based on the strong order book structure, reputable deal parties, and solid financial fundamentals disclosed, Nanhua Futures’ IPO appears well-supported and worth subscribing for growth-oriented investors.
First-day trading is likely to be robust relative to the offer price, especially given the company’s leading market share, sector growth drivers, and significant institutional participation.
Estimated first-day trading range: Inferred to be at or above the offer price, barring significant market volatility, with stabilization mechanisms in place to support orderly price action.

How to Access the Prospectus

Official Prospectus Websites:
www.hkexnews.hk
www.nanhua.net

How to Apply for Nanhua Futures H Shares

• Application Channels: White Form eIPO service (www.eipo.com.hk); HKSCC EIPO channel via brokers/custodians who are HKSCC Participants
• Application Period: Opens 9:00 a.m. December 12, 2025; closes 12:00 noon December 17, 2025
• Eligibility:
  • Applicants must be 18 or older
  • Hong Kong address required for White Form eIPO
  • Non-U.S. persons as defined by Regulation S
  • Existing shareholders, directors, or close associates excluded
• Application Steps: Apply online via designated website or instruct broker/custodian to submit electronic application via FINI system

In summary, Nanhua Futures’ Hong Kong IPO offers exposure to China’s top non-bank futures platform, with a well-structured offer, robust financials, and favorable sector dynamics. Investors seeking growth in China’s financial services and derivatives sector should carefully review the official prospectus and consider participating during the application window.