Rudong County Jinxin Transportation Engineering Construction Investment Co., Ltd
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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 a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an exemption from applicable registration requirements. There will be no public offering of securities in the United States. None of the Bonds will be offered to the public in Hong Kong. This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement and the listing document referred to herein have been published for information purposes only as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and do not constitute an offer to sell nor a solicitation of an offer to buy any securities. Neither this announcement nor anything referred to herein (including the listing document) forms the basis for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this announcement and the listing document referred to herein shall not be deemed to be an offer of securities made pursuant to a prospectus issued by or on behalf of the Issuer for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571) of Hong Kong. Notice to Hong Kong investors: The Issuer (as defined below) confirms that the Bonds (as defined below) are intended for purchase by professional investors only (as defined in Chapter 37 of the Listing Rules) and have been listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on that basis. Accordingly, the Issuer confirms that the Bonds are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved. – 1 – PUBLICATION OF OFFERING CIRCULAR Rudong County Jinxin Transportation Engineering Construction Investment Co., Ltd. (incorporated in the People’s Republic of China with limited liability) (the “Issuer”) U.S.$50,000,000 2.4% Credit Enhanced Bonds due 2024 (the “Bonds”) (Stock Code: 40616) Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners AMC Wanhai China Galaxy Soochow Securities International Securities Securities Limited (Hong Kong) (International) Co., Limited Joint Lead Managers and Joint Bookrunners Industrial Bank Co., Ltd. Shanghai Pudong Development Bank Hong Kong Branch Hong Kong Branch This announcement is issued pursuant to Rule 37.39A of the Listing Rules. Please refer to the offering circular dated 10 March 2021 (the “Offering Circular”) appended herein in relation to the issuance of the Bonds. As disclosed in the Offering Circular, the Bonds were intended for purchase by professional investors only (as defined in Chapter 37 of the Listing Rules) and have been listed on the Stock Exchange on that basis. The Offering Circular does not constitute a prospectus, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it circulated to invite offers by the public to subscribe for or purchase any securities. The Offering Circular must not be regarded as an inducement to subscribe for or purchase any securities of Rudong County Jinxin Transportation Engineering Construction Investment Co., Ltd., and no such inducement is intended. No investment decision should be made based on the information contained in the Offering Circular. By order of the Board Rudong County Jinxin Transportation Engineering Construction Investment Co., Ltd. Li Tongshun Chairman and Director Hong Kong, 16 March 2021 As at the date of this announcement, the directors of Rudong County Jinxin Transportation Engineering Construction Investment Co., Ltd. is Mr. Li Tongshun (Chairman), Mr. Cao Yafei and Mr. Qu Weihua. – 2 – IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE THE UNITED STATES. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering circular (the “Offering Circular”). You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from the Issuer as a result of such access. Confirmation of Your Representation: This Offering Circular is being sent to you at your request and by accepting the email and accessing the attached Offering Circular, you shall be deemed to represent to AMC Wanhai Securities Limited, China Galaxy International Securities (Hong Kong) Co., Limited, Industrial Bank Co., Ltd. Hong Kong Branch, Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch and Soochow Securities International Brokerage Limited (the “Joint Lead Managers”) and Rudong County Jinxin Transportation Engineering Construction Investment Co., Ltd (如東縣金鑫交通工程建設投資有限公司) (the “Issuer”) that (1) you and any customers you represent are not located in the United States (as defined under Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), (2) the e-mail address that you gave to the Issuer and the Trustee and to which this e-mail has been delivered is not located in the United States, its territories or possessions, and (3) you consent to delivery of the attached Offering Circular and any amendments or supplements thereto by electronic transmission. The attached Offering Circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Joint Lead Managers, the Trustee, the Agents or the Issuer (in each case as defined in the attached Offering Circular) or any of their respective affiliates, directors, officers, employees, representatives, agents and each person who controls any of them nor any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. The Issuer will provide a hard copy version to you upon request. MiFID II product governance/Professional investors and ECPs only target market: solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bond (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Singapore SFA Product Classification: solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”), the Issuer has determined, and hereby notifies all relevant persons (as defined in 309A of the SFA) that the Bonds are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018). Restrictions: The attached document is in preliminary form and is being furnished in connection with an offering in offshore transactions in compliance with Regulation S under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described herein. You are reminded that the information in the attached Offering Circular is not complete and may be changed. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT