Vesync Co., Ltd Global Offering
Total Page:16
File Type:pdf, Size:1020Kb
VESYNC CO., LTD (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING STOCK CODE: 2148 Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Other Joint Bookrunners and Joint Lead Managers IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Vesync Co., Ltd (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under : 281,000,000 Shares (subject to the Over- the Global Offering allotment Option) Number of Hong Kong Offer Shares : 28,100,000 Shares (subject to reallocation) Number of International Offer Shares : 252,900,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$5.52 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payableinfulluponapplicationinHong Kong dollars and subject to refund) Nominal value : HK$0.01 per Share Stock code : 2148 Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Other Joint Bookrunners and Joint Lead Managers 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 prospectus, 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 prospectus. A copy of this prospectus, having attached thereto the documents specified in the section headed ‘‘Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection’’ in Appendix V to this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other documents referred to above. Prior to making an investment decision, prospective investors should carefully consider all the information set out in this prospectus, including the risk factors set out in the section headed ‘‘Risk Factors’’ in this prospectus. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (acting for themselves and on behalf of the Underwriters) and our Company on the Price Determination Date. The Price Determination Date is expected to be on or about Friday, December 11, 2020 and, in any event not later than Thursday, December 17, 2020. The Offer Price will be not more than HK$5.52 per Offer Share and is currently expected to be not less than HK$4.68 per Offer Share, unless otherwise announced. The Joint Global Coordinators (for themselves and on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative Offer Price range below that stated in this prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, an announcement will be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.vesync.com not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. For further information, please refer to the sections headed ‘‘Structure of the Global Offering’’ and ‘‘HowtoApplyforHongKongOfferShares’’ in this prospectus. If, for any reason, the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company are unable to reach an agreement on the Offer Price by Thursday, December 17, 2020, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Global Coordinators (for themselves and on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed ‘‘Underwriting’’ in this prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered or sold, pledged or transferred within the United States, except that the Offer Shares may be offered, sold or delivered (i) within the United States in reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A under the U.S. Securities Act or another exemption from registration under the U.S. Securities Act; and (ii) in offshore transactions outside the United States in reliance on Regulation S under the U.S. Securities Act. December 8, 2020 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.vesync.com. Event Date(1) Latest time for completing electronic applications under eWhite Form through the designated website at www.ewhiteform.com.hk(2) .............. 11:30a.m.onFriday,December 11, 2020 Application lists open(3) ............................. 11:45a.m.onFriday,December 11, 2020 Latest time for lodging WHITE and YELLOW ApplicationForms................................ 12:00noononFriday,December 11, 2020 Latest time for giving electronic application instructions to HKSCC(4).......................... 12:00noononFriday,December 11, 2020 Latest time for completing payment of eWhite Form applications by effecting PPS payment transfer(s) . 12:00 noon on Friday, December 11, 2020 Application lists close(3) ............................. 12:00noononFriday,December 11, 2020 Expected Price Determination Date(5) ............................... Friday,December 11, 2020 Announcement of the final Offer Price, level of indication of interest in the International Offering, level of applications of the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares to be published on the website of the Stock Exchange at www.hkexnews.hk;and on the website of our Company at www.vesync.com ............ Thursday,December 17, 2020 Announcement of results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers or Hong Kong business registration numbers, where appropriate) to be available through a variety of channels, including the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at www.vesync.com, as described in the section headed ‘‘How to Apply for Hong Kong Offer Shares — 11. Publication of Results’’ inthisprospectusfrom.............. Thursday,December 17, 2020 Results of allocations in the Hong Kong Public Offering to be available at www.ewhiteform.com.hk/results with a ‘‘search by ID’’ functionfrom............................... Thursday,December 17, 2020 – i – EXPECTED TIMETABLE(1) Event Date(1) Dispatch/collection of share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6)(8) ................... Thursday,December 17, 2020 Dispatch of e-Refund payment instructions/refund cheques in respect of wholly or partially successful applications (where applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(7) to (12) ............ Thursday,December 17, 2020 DealingsinSharesontheStockExchangetocommenceon........... Friday,December 18, 2020 Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section headed ‘‘Structure of the Global Offering’’ in this prospectus. (2) You will not be permitted to submit your application through the designated website at www.ewhiteform.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website at or before 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. (3) If there is a ‘‘black’’ rainstorm warning, a tropical cyclone warning signal number 8 or above and/or Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, December 11, 2020, the application lists will not open on that day. Further information is set out in the section headed ‘‘How to Apply for Hong Kong Offer Shares—10. Effect of Bad Weather on the Opening of the Application Lists’’ in this prospectus. If the application lists do not open and close on Friday, December 11, 2020, the dates mentioned in ‘‘Expected Timetable’’ may be affected. An announcement will be made by us in such event. (4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed ‘‘How to Apply for Hong Kong Offer Shares—6. Applying by Giving Electronic Application Instructions to HKSCC via CCASS’’ in this prospectus. (5) The Price Determination Date is expected to be on or about Friday, December 11, 2020, and in any event no later than Thursday, December 17, 2020 (Hong Kong time). If, for any reason, the Offer Price is not agreed between the Joint Global Coordinators (acting for themselves and on behalf of the Underwriters) and our Company by Thursday, December 17, 2020 (Hong Kong time), the Global Offering will not proceed and will lapse.