Heng Hup Holdings Limited 興合控股有限公司
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Heng Hup Holdings Limited 興合控股有限公司 (incorporated in the Cayman Islands with limited liability) Stock Code: 1891 SHARE OFFER Sole Sponsor Joint Global Coordinators and Joint Bookrunners IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Heng Hup Holdings Limited 興合控股有限公司 (incorporated in the Cayman Islands with limited liability) Share Offer Number of Offer Shares : 250,000,000 Shares (subject to the Over-allotment Option) Number of Public Offer Shares : 25,000,000 Shares (subject to reallocation) Number of Placing Shares : 225,000,000 Shares (subject to reallocation and the Over-allotment Option) Offer Price : Not more than HK$0.62 per Offer Share and expected to be not less than HK$0.50 per Offer Share (payable in full on application in Hong Kong dollars, subject to refund, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) Par value : HK$0.01 per Share Stock code : 1891 Sole Sponsor 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 paragraph headed “Documents delivered to the Registrar of Companies in Hong Kong” in Appendix VII 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). Neither the Securities and Futures Commission of Hong Kong nor the Registrar of Companies in Hong Kong takes any responsibility as to the contents of this prospectus or any of the other documents referred to above. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including but not limited to the risk factors set out in the section headed “Risk Factors” of this prospectus. The Offer Price will be not more than HK$0.62 per Offer Share and is expected to be not less than HK$0.50 per Offer Share unless otherwise announced. Prospective investors applying for the Public Offer Shares shall pay on application the maximum Offer Price of HK$0.62 per 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 finally determined is lower than HK$0.62 per Offer Share. The Joint Global Coordinators (for themselves and on behalf of the other Underwriters) may, where considered appropriate, based on the level of interest expressed by prospective professional, institutional and other investors during a book-building process, and with the consent of our Company, reduce the number of Offer Shares being offered under the Share Offer and/or the Offer Price range below that stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Public Offer. In such case, our Company will, as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Public Offer, cause to be published a notice of reduction on the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at www.henghup.com. Please refer to the sections headed “Structure of the Share Offer” and “How to Apply for the Public Offer Shares” of this prospectus for further information. The final Offer Price is expected to be determined by the Price Determination Agreement to be entered into between our Company and the Joint Global Coordinators (for themselves and on behalf of the other Underwriters), on Tuesday, 5 March 2019. If, for any reason, our Company and the Joint Global Coordinators (for themselves and on behalf of the other Underwriters) are unable to reach any agreement on the Offer Price by 6:00 p.m. (Hong Kong time) on Friday, 8 March 2019, the Share Offer will not become unconditional and will lapse immediately. Prospective investors of the Offer Shares should note that the Joint Global Coordinators have the right, in their sole and absolute discretion, to terminate the obligations of the Public Offer Underwriters under the Public Offer Underwriting Agreement upon the occurrence of any of the events set out in the paragraph headed “Underwriting — Public Offer — Grounds for termination of the Public Offer Underwriting Agreement” of this prospectus, at any time at or before 8:00 a.m. (Hong Kong time) on the Listing Date. Should the Joint Global Coordinators (for themselves and on behalf of the other Public Offer Underwriters) terminate the obligations of the Public Offer Underwriters under the Public Offer Underwriting Agreement in accordance with its terms, the Share Offer will not become unconditional and will lapse immediately. The Offer Shares have not been and will not be registered under the US Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. The Offer Shares are being offered and sold outside the United States in reliance on Regulation S under the US Securities Act and the applicable laws of each jurisdiction where those offers and sales occur. 27 February 2019 EXPECTED TIMETABLE If there is any change in the following expected timetable of the Public Offer, we will issue an announcement in Hong Kong to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.henghup.com. Public Offer commences and WHITE and YELLOW Application Forms available from .............................. 9:00 a.m. on Wednesday, 27 February 2019 Application lists of the Public Offer open (Note 2)............................ 11:45 a.m. on Monday, 4 March 2019 Latest time to lodge WHITE and YELLOW Application Forms ................................................ 12:00 noon on Monday, 4 March 2019 Latest time to give electronic application instructions to HKSCC (Note 3) ....................................... 12:00 noon on Monday, 4 March 2019 Application lists of the Public Offer close (Note 2) ........................... 12:00 noon on Monday, 4 March 2019 Expected Price Determination Date (Note 4) ......................... Tuesday, 5 March 2019 (1) Announcement of: • the Offer Price; • an indication of the level of interest in the Placing; • the level of applications in the Public Offer; and • the basis of allocation of the Public Offer Shares to be published on the websites of the Stock Exchange at www.hkexnews.hk(Note 6) and our Company at www.henghup.com(Note 7) on or before ................Thursday, 14 March 2019 (2) Announcement of results of allocations in the Public Offer (including 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 and our Company’s website at www.henghup.com (see the paragraph headed “How to Apply for the Public Offer Shares — 10. Publication of results” of this prospectus) from..........................Thursday, 14 March 2019 —i— EXPECTED TIMETABLE (3) A full announcement of the Public Offer containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk (Note 6) and our Company’s website at www.henghup.com (Note 7) from .......Thursday, 14 March 2019 Results of allocations for the Public Offer will be available at www.tricor.com.hk/ipo/result with a “search by ID” function .............................. Thursday, 14 March 2019 Despatch/collection of Share certificates in respect of wholly or partially successful applications pursuant to the Public Offer on or before (Note 5) ................. Thursday, 14 March 2019 Despatch/collection of refund cheques in respect of wholly or partially unsuccessful application pursuant to the Public Offer on or before (Note 8) ................. Thursday, 14 March 2019 Dealings in Shares on the Stock Exchange to commence on .............................................. Friday, 15 March 2019 Notes: 1. All times and dates refer to Hong Kong local time and date, except as otherwise stated. 2. 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 Monday, 4 March 2019, the application lists will not open on that day. Please refer to the paragraph headed “How to Apply for the Public Offer Shares — 9. Effect of bad weather on the opening of application lists” of this prospectus. 3. Applicants who apply for Public Offer Shares by giving electronic application instructions to HKSCC should refer to the paragraph headed “How to Apply for the Public Offer Shares — 5. Applying by giving electronic application instructions to HKSCC via CCASS” of this prospectus. 4. The Price Determination Date is expected to be on or around Tuesday, 5 March 2019 and, in any event, not later than Friday, 8 March 2019. If, for any reason, the Offer Price is not agreed between the Joint Global Coordinators (for themselves and on behalf of the other Underwriters) and our Company by Friday, 8 March 2019, the Share Offer will not proceed and will lapse.