Global Offering
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Morimatsu International Holdings Company Limited 森松國際控股有限公司 (Incorporated in Hong Kong with limited liability) Stock Code : 2155 GLOBAL OFFERING Sole Sponsor Financial Adviser Joint Global Coordinators 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. Morimatsu International Holdings Company Limited 森松國際控股有限公司 (Incorporated in Hong Kong with limited liability) GLOBAL OFFERING Number of Offer Shares : 250,000,000 Shares (subject to the under the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 25,000,000 Shares (subject to reallocation) Number of International Placing Shares : 225,000,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$3.92 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full upon application in Hong Kong dollars and subject to refund) Stock code : 2155 Sole Sponsor Financial Adviser Joint Global Coordinators 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 VII to this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 38D of the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (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 as to 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, 5 March 2021 and, in any event not later than Tuesday, 9 March 2021. The Offer Price will be not more than HK$3.92 per Offer Share and is currently expected to be not less than HK$2.48 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 and/or the 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 case, notices of the reduction in the number of Offer Shares and/or the Offer Price range will be published on the website of our Company at www.morimatsu-online.com and the website of the Stock Exchange at www.hkexnews.hk not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Further details are set out in the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” 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, 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 Hong Kong 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, sold, pledged or transferred within the United States or to or for the account or benefit of U.S. persons, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act. 26 February 2021 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable, our Company will issue an announcement to be published on the website of our Company at www.morimatsu-online.com and the website of the Stock Exchange at www.hkexnews.hk. Latest time for completing electronic applications under HK eIPO White Form service through one of the below ways(2): (1) the IPO App, which can be downloaded by searching “IPO App” in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp (2) the designated website www.hkeipo.hk .....................11:30 a.m. on Friday, 5 March 2021 Application lists open (3) ........................................11:45 a.m. on Friday, 5 March 2021 Latest time for lodging WHITE and YELLOW Application Forms ..................................12:00 noon on Friday, 5 March 2021 Latest time for giving electronic application instructions to HKSCC (4) .....................................12:00 noon on Friday, 5 March 2021 Latest time for completing payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) .......................................12:00 noon on Friday, 5 March 2021 Application lists close(3) ........................................12:00 noon on Friday, 5 March 2021 Expected Price Determination Date(5) ..............onoraround Friday, 5 March 2021 Announcement of the final Offer Price, level of indication of interest in the International Placing, 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.morimatsu-online.com(6)(13) ......................Friday, 12 March 2021 –i– EXPECTED TIMETABLE(1) 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, the website of our Company at www.morimatsu-online.com, the “IPO Results” function in the IPO App and the designated results of allocations website at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult as described in the section headed “How to Apply for Hong Kong Offer Shares — 11. Publication of Results” in this prospectus from(13) .........Friday, 12 March 2021 Despatch of Share certificates or deposit of Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6)(8)(13) ...................................Friday, 12 March 2021 Despatch of HK eIPO White Form e-Auto 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 (13) ...........Friday, 12 March 2021 Dealings in Shares on the Stock Exchange to commence at 9:00 a.m. on(13) ...........................Monday, 15 March 2021 The application for the Hong Kong Offer Shares will commence on Friday, 26 February 2021 through Friday, 5 March 2021. Such time period is longer than the normal market practice of four days. The application monies (including the brokerage fees, SFC transaction levies and Stock Exchange trading fees) will be held by the receiving banks and on behalf of the Company after the closing of the application lists and the refund monies, if any, will be returned to the applicants without interest on or before Friday, 12 March 2021. Investors should be aware that the dealings in Shares on the Stock Exchange are expected to commence on Monday, 15 March 2021. Notes: 1. All times refer to Hong Kong local time. 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 IPO App or the designated website at www.hkeipo.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 IPO App or 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 or 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, 5 March 2021, the application lists will not open on that day.