Infinity Chemical Holdings Company Limited
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IMPORTANT If you are in any doubt about this prospectus, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional advisers. Infinity Chemical Holdings Company Limited (Incorporated in the Cayman Islands with limited liability) LISTING ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING AND PUBLIC OFFER Number of Offer Shares : 125,000,000 Shares Number of Public Offer Shares : 12,500,000 Shares (subject to re-allocation) Number of Placing Shares : 112,500,000 Shares (subject to re-allocation) Offer Price : Not more than HK$0.75 per Offer Share, and expected to be not less than HK$0.585 per Offer Share (payable in full on application in Hong Kong dollars, subject to refund, plus brokerage of 1%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005%) Par value : HK$0.01 per Share Stock code : 640 Joint Sponsors 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” in Appendix VI to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies 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 of the other documents referred to above. The Offer Price is expected to be fixed by an agreement between the Joint Bookrunners (on behalf of the Underwriters) and the Company on the Price Determination Date. The Price Determination Date is expected to be at or around 5:00 p.m. (Hong Kong Time) on or about Tuesday, 3 August 2010 or such later date as may be agreed between the parties, and in any event no later than Wednesday, 4 August 2010. The Offer Price will be not more than HK$0.75 per Offer Share and is currently expected to be not less than HK$0.585 per Offer Share, unless otherwise announced. Applicants for the Public Offer Shares are required to pay, on application, the maximum Offer Price of HK$0.75 for each Offer Share together with 1% brokerage, 0.004% SFC transaction levy and 0.005% Stock Exchange trading fee, subject to refund if the Offer Price as finally determined is lower than HK$0.75. If, for whatever reason, the Offer Price is not agreed on or before Wednesday, 4 August 2010 between the Company and the Joint Bookrunners (on behalf of the Underwriters), the Share Offer will lapse and will not proceed. The obligations of the Underwriters under the Underwriting Agreements to subscribe for, and/or to procure applicants for the subscription for, the Offer Shares, are subject to termination by the Joint Bookrunners (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 paragraph headed “Grounds for termination” in the section headed “Underwriting” in this prospectus. It is important that you refer to that section for further details. 29 July 2010 EXPECTED TIMETABLE (Note 1) An announcement will be issued in Hong Kong to be published in The Standard (in English) and Hong Kong Economic Times (in Chinese) if there is any change to the following expected timetable. Latest time to complete electronic applications under HK eIPO White Form service through the designated website www.hkeipo.hk(Note 2) ...................................11:30a.m.on Tuesday, 3 August 2010 Application lists of the Public Offer open (Note 2) ......................11:45a.m.on Tuesday, 3 August 2010 Latest time to lodge WHITE and YELLOW ApplicationForms...........12:00noon on Tuesday, 3 August 2010 Latest time for giving Electronic Application Instructions to HKSCC (Note 3) ............................................12:00noon on Tuesday, 3 August 2010 Latest time to complete payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) (Note 4) ................................12:00noon on Tuesday, 3 August 2010 ApplicationlistsofthePublicOfferclose............................12:00noon on Tuesday, 3 August 2010 Expected Price Determination Date (Note 5) ...................atorbefore5:00p.m.on Tuesday, 3 August 2010 Announcement of the final Offer Price, indication of the levels of interest in the Placing, the basis of allocation and the results of applications of the Public Offer Shares to be published in The Standard (in English) and Hong Kong Economic Times (in Chinese) on or before .....Wednesday, 11 August 2010 –i– EXPECTED TIMETABLE (Note 1) Announcement of the results of allocations (with successful applicants’ identification document numbers, where applicable) to be available through a variety of channels including the Company’s website at www.infinitychemical.com, the website of the Stock Exchange at www.hkex.com.hk and the website of Tricor Investor Services Limited at www.tricor.com.hk/ipo/result as described under the paragraph headed “Publication of results” in the section headed “How to apply for the Public Offer Shares” in this prospectus on or before........................Wednesday, 11 August 2010 Despatch/collection of e-Auto Refund payment instructions and refund cheques in respect of wholly or partially successful applications if the final Offer Price is less than the price payable on application (if applicable) and wholly or partially unsuccessful applications pursuant to the Public Offer on or before (Notes 6, 7 & 9) ............Wednesday, 11 August 2010 Despatch/collection of Share certificates on or before (Notes 6, 7 & 8) ..............................Wednesday, 11 August 2010 Dealings in the Shares on the Stock Exchange expected to commence on.......................................Thursday, 12 August 2010 Notes: 1. All times refer to Hong Kong local times and dates. 2. If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, 3 August 2010, the application lists will not open and close on that day. See the paragraph headed “Effect of bad weather on the opening of the application lists” under the section headed “How to apply for the Public Offer Shares” in this prospectus. 3. Applicants who apply for the Public Offer Shares by giving Electronic Application Instructions to HKSCC should refer to the section headed “How to apply for the Public Offer Shares – How to apply by giving Electronic Application Instructions to HKSCC” in this prospectus. 4. You will not be permitted to submit your application through 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 a payment 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. 5. The Price Determination Date is expected to be at or before 5:00 p.m. on Tuesday, 3 August 2010 (Hong Kong time) and in any event no later than Wednesday, 4 August 2010. If, for any reason, the Offer Price is not agreed on or before Wednesday, 4 August 2010 between the Company and the Joint Bookrunners (on behalf of the Underwriters), the Share Offer will not proceed and will lapse accordingly. 6. Share certificates for the Public Offer Shares are expected to be issued on or before Wednesday, 11 August 2010 but will only become valid certificates of title at 8:00 a.m. on Thursday, 12 August 2010 if (i) the Share Offer has become unconditional in all respects; and (ii) the Public Offer Underwriting Agreement has not been terminated in accordance with its terms. –ii– EXPECTED TIMETABLE (Note 1) 7. If you have applied on WHITE Application Form or through HK eIPO White Form service for 1,000,000 Public Offer Shares or more and you have indicated in your Application Form that you wish to collect your refund cheque (where relevant) and share certificate (where relevant) personally, you may collect your refund cheque (where relevant) and your share certificate (where relevant) from the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited from 9:00 a.m. to 1:00 p.m. on Wednesday, 11 August 2010 or any other day that the Company publishes in the newspaper as the date of despatch of share certificates/e-Auto Refund payment instructions/refund cheques. If you are an individual who opts for personal collection, you must not authorise any other person to make collection on your behalf. If you are a corporate applicant which opts for personal collection, you must attend by your authorised representative bearing a letter of authorisation from your corporation stamped with your corporation’s chop. Both individuals and authorised representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to the Company’s Hong Kong branch share registrar. If you have applied on YELLOW Application Form for 1,000,000 Public Offer Shares or more, you may collect your refund cheque, if any, in person but may not elect to collect your share certificate personally, which will be deposited into CCASS for the credit of your designated CCASS participants’ stock accounts or CCASS investor participants’ stock accounts, as appropriate.