CMGE Technology Group Limited 中手游科技集團有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 0302)
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CMGE Technology Group Limited 中手游科技集團有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 0302) GLOBAL OFFERING Joint Sponsors and Joint Global Coordinators Joint Bookrunners Joint Lead Managers IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. CMGE Technology Group Limited 中手游科技集團有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the : 461,000,000 Shares (subject to the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 46,100,000 Shares (subject to reallocation) Number of International Offer Shares : 414,900,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$2.83 per Share, plus brokerage of 1%, (subject to a Downward Offer Price SFC transaction levy of 0.0027%, and Adjustment) Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) (If the Offer Price is set at 10% below the bottom end of the indicative Offer Price range after making a Downward Offer Price Adjustment, the Offer Price will be HK$1.98 per Offer Share) Nominal value : US$0.0001 per Share Stock code : 0302 Joint Sponsors and Joint Global Coordinators Joint Bookrunners 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 and Available for Inspection,” in Appendix V to this prospectus has been registered by 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 and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States and may not be offered and sold within the United States or to, or for the account or benefit of any U.S. person, except that Offer Shares may be offered or sold to qualified institutional buyers in reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A or outside the United States in accordance with Regulation S. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around Thursday, October 24, 2019 and, in any event, not later than Wednesday, October 30, 2019, or such other date as agreed between parties. The Offer Price will be no more than HK$2.83 per Offer Share and is currently expected to be no less than HK$2.19 per Offer Share (subject to the Downward Offer Price Adjustment) unless otherwise announced. If, for any reason, the Offer Price is not agreed by Wednesday, October 30, 2019, or such other date as agreed between parties between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in the section headed “Risk Factors”. The Joint Global Coordinators may, with our consent, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative offer price range below as 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 in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.cmge.com not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Details of the arrangement will then be announced by us as soon as practicable. For further details, see the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. 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. For further details, see the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination” in this prospectus. October 19, 2019 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 in the South China Morning Post (in English) and in the Hong Kong Economic Times (in Chinese). Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(2) ....................11:30 a.m. on Thursday, October 24, 2019 Application lists of the Hong Kong Public Offering open(3) ......................................11:45 a.m. on Thursday, October 24, 2019 Latest time to lodge WHITE and YELLOW application forms .....................................12:00 noon on Thursday, October 24, 2019 Latest time to give electronic application instructions to HKSCC(4) ..............................12:00 noon on Thursday, October 24, 2019 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfers or PPS payment transfer(s) ................................12:00 noon on Thursday, October 24, 2019 Application lists of the Hong Kong Public Offering close .......................................12:00 noon on Thursday, October 24, 2019 Expected Price Determination Date(5) .....................Thursday, October 24, 2019 Where applicable, announcement of the Offer Price being set below HK$2.19 (the bottom end of the indicative Offer Price range) after making a Downward Offer Price Adjustment (see the section headed “Structure of the Global Offering – Pricing and Allocation – Announcement of Offer Price Reduction”) on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.cmge.com on or before(6) ...................................Wednesday, October 30, 2019 –i– EXPECTED TIMETABLE(1) (1) Announcement of: • the Offer Price; • the level of applications in Hong Kong Public Offering; • an indication of the level of interest in the International Offering; and • the basis of allocation of the Hong Kong Offer Shares, to be published in the South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.cmge.com on or before(7) ....................Wednesday, October 30, 2019 (2) Announcement of results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers where appropriate) to be available through a variety of channels including the websites of the Stock Exchange at www.hkexnews.hk(8) and our Company at www.cmge.com(9) (see the section headed “How to Apply for Hong Kong Offer Shares – Publication of Results” in this prospectus) from ......Wednesday, October 30, 2019 (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above will be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.cmge.com from............Wednesday, October 30, 2019 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/Allotment; Chinese https://www.eipo.com.hk/zh-hk/Allotment) with a “search by ID” function ............................Wednesday, October 30, 2019 Dispatch/collection of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(7) ..........Wednesday, October 30, 2019 Dispatch of White Form e-Refund payment instructions/ refund cheques in respect of wholly or partially unsuccessful applications on or before(10) ...............Wednesday, October 30, 2019 Dealings in Shares on the Stock Exchange expected to commence on ............................Thursday, October 31, 2019 –ii– EXPECTED TIMETABLE(1) (1) All times refer to Hong Kong local time, except as otherwise stated. (2) You will not be permitted to submit your application through the designated website at www.eipo.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 prior to 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 tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning at any time between 9:00 a.m. and 12:00 noon on Thursday, October 24, 2019, the application lists will not open on that day. For further details, see the section headed “How to Apply for the Hong Kong Offer Shares – Effect of Bad Weather on the Opening and Closing of the Application Lists” in this prospectus.