USAS Building System (Shanghai) Co., Ltd.

Date of Prospectus: December 18, 2025

USAS Building System (Shanghai) Co., Ltd. Launches Growth-Focused Hong Kong IPO: In-Depth Investor Analysis and Listing Outlook

IPO Snapshot: Key Offer Details and Structure

USAS Building System (Shanghai) Co., Ltd. is launching its Hong Kong IPO, aiming to capitalize on strong sector growth and expand its footprint in the industrial PS building market.

• IPO Symbol: 2671
• Offer Price Range: HK\$7.10 to HK\$9.16 per H Share
• Total Number of Shares Offered: 24,600,000 H Shares (20.41% of post-IPO share capital; could rise to 22.77% if over-allotment fully exercised) [[28]], [[482]]
• Post-IPO Shares Outstanding: 120,550,005 Shares
• Estimated Market Capitalization (Post-IPO): HK\$855.9 million (low end) to HK\$1,104.2 million (high end)
• Offer Breakdown: 2,460,000 Shares (10%) Hong Kong Public Offering; 22,140,000 Shares (90%) International Offering [[482]], [[486]]
• Cornerstone Investor Lock-Up: Six months after listing; 7,252,800 H Shares not counted toward free float during lock-up [[191]], [[362]]
• Free Float: At least 17,347,200 H Shares, representing 14.4% of total issued share capital (above 10% minimum) [[191]]
• Greenshoe/Over-allotment Option: Up to 3,690,000 additional Offer Shares (15% of Global Offering) [[479]]

Use of Proceeds: Fueling Strategic Growth and Expansion

USAS Building System is pursuing a growth-driven story. The estimated net proceeds—based on the indicative price range and assuming no exercise of the over-allotment option—are earmarked for:

• Production Capacity Expansion: Investing in new facilities and advanced manufacturing technologies to support core PS building subcontracting services.
• Global Expansion: Establishing international operations and acquiring advanced technologies for operational efficiency and scalability.
• Market Visibility and Credibility: Enhancing brand reputation, supporting strategic acquisitions, and enabling transparent market valuation of targets.
• Diversifying Funding Sources: Reducing reliance on traditional debt financing for greater financial flexibility.
• Corporate Governance: Adopting enhanced governance practices to boost transparency and investor confidence.

Total estimated listing expenses: RMB32.6 million (17.9% of gross proceeds), with RMB21.0 million expensed through profit/loss and RMB11.6 million deducted from equity. Underwriting-related expenses are RMB7.3 million; non-underwriting RMB25.3 million, including RMB14.4 million for legal and accounting advisors and RMB10.9 million for sponsor fees [[28]].

Dividend Policy

No explicit dividend payout ratio or commitment is stated. The prospectus does not specify a dividend timetable or targets. Investors should review future announcements for updates.

Offer Allocation: Public, Institutional, Cornerstone, Employee

• Public Placement: 2,460,000 H Shares (10%) via Hong Kong Public Offering
• International Placement: 22,140,000 H Shares (90%) via International Offering
• Cornerstone Investors: 4 named investors (Colorful Cloud, Tiny Jade, Mr. Wu Xing Hua, Logic Selective), subscribing for up to 7,252,800 H Shares (approx. 29.5% of the offer at low-end price), subject to six-month lock-up. No Board representation or substantial shareholding post-IPO [[191]], [[362]]
• Employee Allocation: Pre-IPO Employee Incentive Scheme via Shanghai Xianglian and Shanghai Xinlianzhan; all shares issued prior to IPO subject to one-year lock-up [[173]], [[353]]

Investor Participation and Book Quality

Cornerstone and Institutional Investors: The offering has secured high-profile cornerstone investors, including Colorful Cloud, Tiny Jade, Mr. Wu Xing Hua, and Logic Selective, with a combined subscription amount of HK\$51.5 million at the low-end price. All cornerstone shares are subject to six-month lock-up and will not result in Board representation or substantial shareholding. No side arrangements or deferred settlement with cornerstone investors [[360]], [[361]].

Book Quality: The presence of multiple cornerstone investors and a diversified institutional tranche indicates confidence in the company’s prospects. The placement structure and lock-ups suggest robust support and potential for strong first-day trading, inferred from the scale and quality of anchor demand [[362]].

Deal Parties, Underwriters, and Structure

• Joint Lead Managers and Bookrunners: Shenwan Hongyuan Securities (H.K.) Limited, ABCI Securities Company Limited, BOCI Asia Limited, Patrons Securities Limited, SPDB International Capital Limited, TradeGo Markets Limited [[468]]
• Sole Sponsor: SPDB International Capital Limited (also compliance adviser) [[353]], [[468]]
• Global Offering Management: Sole Overall Coordinator, Sole Global Coordinator, Joint Bookrunners, Joint Lead Managers, Hong Kong Underwriters [[90]], [[468]]
• Greenshoe/Over-allotment Option: Up to 3,690,000 shares (15% of initial offer), exercisable for 30 days after close, managed by Sole Overall Coordinator [[479]]
• Stabilization: Stabilizing Manager may engage in market-support activities for up to 30 days after offer close, subject to regulatory restrictions [[481]], [[488]]
• Underwriting Fees: Commission of 2.1% of offer price; possible incentive fee up to 1.9% [[479]]

Listing-day performance may be supported by a reputable syndicate and robust stabilization mechanism, as inferred from the deal parties and structure.

Company Overview: Business Model, Revenue Streams, and Market Position

USAS Building System (Shanghai) Co., Ltd. is a leading provider in the PS building subcontracting service sector, focusing on integrated solutions across industrial and commercial segments. The company’s core revenue streams derive from:

• PS Building Subcontracting Services
• Outsourced Product Provision
• Related Engineering and Maintenance

Customer Segments: Industrial and commercial clients, both domestic (PRC) and international [[2]], [[458]].

Geographies: Substantial majority of business and assets located in the PRC, with plans for global expansion [[2]], [[458]].

Industry Size: The company operates within China’s industrial sector of the PS building market. Exact sector size figures are not disclosed.

Competitive Advantages: Recognized brand strength, industry expertise of cornerstone investors, and established relationships with Pre-IPO investors. Strategic Pre-IPO investments have supported business development and expansion [[173]].

Management Team: Founder and Chairman: Mr. Brian B.Y. Chen; Executive Director: Ms. Angela Chen Mah; both are controlling shareholders with significant sector experience [[40]].

Financial Health: Key Figures and Trends

No material adverse change in financial, operational, or trading positions since June 30, 2025. [[457]], [[702]]

Market Position: USAS is positioned as a top player in the PRC’s PS building sector, with strong institutional and cornerstone investor support, and compliance with all regulatory requirements for listing [[176]], [[191]].

Trends, Timing, and Market Environment

Sector Trends: Growth in China’s industrial PS building sector, with increased demand for integrated solutions and global expansion opportunities.

Timing of IPO: Hong Kong Public Offering commences December 18, 2025 (9:00 a.m.), closes December 23, 2025 (12:00 noon). Expected listing date is December 30, 2025 (9:00 a.m.) [[5]], [[492]].

Economic Environment: The company cites general economic, political, and business conditions as key factors, and highlights market volatility and foreign exchange risk in its forward-looking statements [[49]].

Recent Developments: No material adverse change since the last reporting period. CSRC notice of filing granted November 12, 2025 [[90]].

Market Conditions: Presence of multiple cornerstone investors, strong compliance, and stabilizing mechanisms point to favorable conditions for listing [[191]], [[458]].

Risk Factors and Quantified Exposures

• Regulatory Risks: Differences in PRC and Hong Kong legal and financial systems; Overseas Listing Trial Measures require compliance and reporting [[147]].
• Market and Economic Risks: Exposure to macroeconomic volatility, FX rates, interest rates, and global market trends [[49]].
• Business Risks: Customer demand, competitive landscape, reliance on industrial sector, and potential adverse changes in operating performance [[49]], [[85]].
• Legal and Compliance: No material litigation or claims pending as of the latest practicable date [[700]].
• Shareholder Risks: Lock-up requirements for pre-IPO investors and cornerstone tranches; potential dilution [[173]], [[478]].

Growth Strategy: Expansion, Innovation, and Strategic Investments

• Expanding Production Capacity: Balance between in-house and outsourced resources for scaling PS building services.
• Global Expansion: New facilities and technology acquisition to boost efficiency and address market needs.
• Strategic Acquisitions: Transparent valuation and targeting of new assets and opportunities.
• Corporate Governance: Enhanced practices to support transparency and shareholder value [[458]].

All Pre-IPO investment proceeds have been fully utilized for business development and working capital. [[173]]

Ownership Structure and Lock-Up Arrangements

• Pre-IPO Shareholders: All shares issued prior to IPO (including those held by employees and early investors) subject to one-year lock-up from listing date [[173]], [[478]].
• Cornerstone Investors: Six-month lock-up period post-listing [[191]], [[362]].
• Controlling Shareholders: Specific undertakings with six-month and additional six-month lock-up periods under Listing Rules [[474]], [[475]].
• Pre-IPO Employee Incentive Scheme: Via Shanghai Xianglian and Shanghai Xinlianzhan; lock-up terms apply [[353]], [[173]].

Valuation and Peer Comparison

Issuer Valuation: Market capitalization ranges from HK\$855.9 million to HK\$1,104.2 million. Unaudited pro forma adjusted net tangible assets per share: HK\$5.73 – HK\$6.13 (before July 2025 interim dividend) [[28]].

No peer company symbols or sector comparables are disclosed; thus, detailed valuation comparison is omitted.

Research & Analyst Coverage

No explicit analyst coverage or price targets are disclosed in the document.

IPO Allotment Result

Final subscription and allocation results will be announced on www.hkexnews.hk and www.usas.com after price determination (on or before December 29, 2025) [[5]].

Listing Outlook: First-Day Prospects and Investor Takeaways

Based strictly on disclosed facts:

• High-quality cornerstone and institutional investor participation signals robust book quality and potential upside on listing day.
• Strong syndicate with stabilization and over-allotment support suggests market confidence and protection against volatility.
• Growth-oriented use of proceeds and expansion plans are likely to appeal to investors seeking exposure to the PRC industrial building sector.
• Lock-up arrangements for pre-IPO and cornerstone investors ensure a stable shareholder base post-listing.

Estimated First-Day Trading Range: The offer’s robust demand and cornerstone structure suggest trading could open at or above the final offer price, with upside potential if sector conditions remain favorable. (This is inferred from the investor mix and structural protections described in the prospectus.)

Conclusion: The IPO appears attractive for growth-focused investors seeking exposure to China’s industrial PS building market, with strong book quality and syndicate support indicating positive listing performance.

Prospectus Access

Prospectus is available at www.hkexnews.hk and www.usas.com.

How to Apply for the IPO

• Application Channels: Online via White Form eIPO service (www.eipo.com.hk) or electronically through HKSCC EIPO via brokers/custodians [[3]], [[493]].
• Application Window: Opens December 18, 2025 (9:00 a.m.); closes December 23, 2025 (12:00 noon) [[5]], [[493]].
• Eligibility: Applicants must be 18 or older, have a Hong Kong address (White Form eIPO), and be outside the United States [[493]].

Application details and results will be published on www.hkexnews.hk and www.usas.com.