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(A joint stock company incorporated in the People’s Republic of China with limited liability) Stock Code: 6117 GLOBAL OFFERING Sole Sponsor Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and 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. RIZHAO PORT JURONG CO., LTD. 日照港裕廊股份有限公司 (a joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares in the Global Offering : 400,000,000 H Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 40,000,000 H Shares (subject to adjustment) Number of International Offer Shares : 360,000,000 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$1.51 per H Share, plus brokerage of 1%, Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.0027% (payable in full on application in Hong Kong Dollars and subject to refund) Nominal Value : RMB 1.00 per H Share Stock Code : 6117 Sole Sponsor Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Зࡋ⳪暲 @.54-:'//4:+84':/54'2 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 “Appendix VIII — Documents Delivered to the Registrar of Companies and Available for Inspection” 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 of Hong Kong (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 Price is expected to be fixed by agreement between the Sole Representative (for itself and on behalf of the Hong Kong Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or about Thursday, June 6, 2019 and, in any event, not later than Monday, June 10, 2019. Unless otherwise announced, the Offer Price will be not more than HK$1.51 and is currently expected to be not less than HK$1.37. Investors applying for Hong Kong Offer Shares must pay, on application, the maximum offer price of HK$1.51 for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price should be lower than HK$1.51. If, for any reason, the Sole Representative (for itself and on behalf of the Hong Kong Underwriters) and us are unable to reach an agreement on the Offer Price by Monday, June 10, 2019, the Global Offering will not proceed and will lapse. The Sole Representative (for itself and on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares and/or the indicative Offer Price range that is stated in this Prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, a notice of the reduction in the number of Offer Shares and/or the indicative offer price range will be published in The Standard (in English) and Hong Kong Economic Journal (in Chinese) as well as on our website www.rzportjurong.com and the website of the Stock Exchange 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 forth in the sections entitled “Structure of the Global Offering — The Hong Kong Public Offering — Conditions of the Hong Kong Public Offering” and “How to Apply for Hong Kong Offer Shares” in this Prospectus. If applications for Hong Kong Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong Public Offer, then such applications can be subsequently withdrawn if the number of Offer Shares and/or the indicative Offer Price range is so reduced. We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the differences in legal, economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investments in PRC-incorporated companies. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should take into consideration the different market nature of our H Shares. Such differences and risk factors are set out in “Risk Factors,” “Appendix V — Summary of Principal Legal and Regulatory Provisions” and “Appendix VI — Summary of the Articles of Association” to this Prospectus. Prior to making an investment decision, prospective investors should consider carefully all the information set forth in this Prospectus, including but not limited to the risk factors set forth in the section headed “Risk Factors” in this Prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, the Hong Kong Offer Shares, are subject to termination by the Sole Representative (for itself and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that trading in the H Shares commences on the Hong Kong Stock Exchange. Such grounds are set out in the section entitled “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” 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 laws of the United States and shall not be offered, sold, pledged or transferred within the United States, but the Offer Shares may be offered, sold or delivered outside the United States in offshore transactions in accordance with Rule 903 or Rule 904 of Regulation S. May 31, 2019 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable, we will issue an announcement on the respective websites of the Company at www.rzportjurong.com and the Stock Exchange at www.hkexnews.hk. Latest time to complete electronic applications under the White Form eIPO service through the designated website at 11:30 am on www.eipo.com.hk(2) ..................................... Wednesday, June 5, 2019 Application lists open(3) ..................................... 11:45 am on Wednesday, June 5, 2019 Latest time to lodge WHITE and YELLOW Application Forms .... 12:00 noon on Wednesday, June 5, 2019 Latest time to give electronic application instructions to 12:00 noon on HKSCC(4) .............................................. Wednesday, June 5, 2019 Latest time to complete payment of White Form eIPO applications by effecting Internet banking transfer(s) or PPS payment 12:00 noon on transfer(s) .............................................. Wednesday, June 5, 2019 Application lists close ...................................... 12:00 noon on Wednesday, June 5, 2019 Expected Price Determination Date(5) .......................... Thursday, June 6, 2019 (1) Announcement of: • the Offer Price; • the level of indications of interest in the International Offering; • the level of applications in the Hong Kong Public Offering; and • the basis of allocations of the Hong Kong Offer Shares to be published in The Standard (in English) and Hong Kong Economic Journal (in Chinese), on or before ..................................... Tuesday, June 18, 2019 (2) Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where applicable) to be available through a variety of channels (see the section headed “How to Apply for Hong Kong Offer Shares — 11. Publication of Results” in this Prospectus) from ........... Tuesday, June 18, 2019 Announcement of (1) and (2) above to be published on the website of the Company at www.rzportjurong.com and the website of the Stock Exchange at www.hkexnews.hk on or before ............ Tuesday, June 18, 2019 Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) 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 ................................... Tuesday, June 18, 2019 Despatch/Collection of H Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6)(7) .................................. Tuesday, June 18, 2019 –i– EXPECTED TIMETABLE(1) Despatch/Collection of refund checks and White Form e-Refund payment instructions in respect of wholly or partially successful applications (if applicable) and wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(6)(8) .............................................. Tuesday, June 18, 2019 Dealings in the H Shares on the Stock Exchange expected to 9:00 am on commence on ........................................... Wednesday, June 19, 2019 Notes: (1) All times and dates refer to Hong Kong local times and dates unless 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.