Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司 (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability)
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IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司 (a joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares under : 400,000,000 H Shares (subject to adjustment the Global Offering and 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) Offer Price : HK$2.20 per H Share, plus brokerage of 1%, SFC transaction levy of 0.0027%, and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : RMB1.0 per H Share Stock code : 1785 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 “Appendix VIII – Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection”, 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 of Hong Kong 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 Sole Representative (for itself and on behalf of the Underwriter(s)) may, with our consent, reduce the number of Offer Shares being offered under the Global Offering and/or the Offer Price below that is stated in this prospectus (which is HK$2.20) 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, a notice of reduction in the number of Offer Shares being offered in the Global Offering and/or the Offer Price will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) 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 Hong Kong Public Offering. Such notice will also be available at the website of the Stock Exchange at www.hkexnews.hk and our website at www.chengdugs.com. For further information, see “Structure of the Global Offering” and “How to Apply for the Hong Kong Offer Shares” in this prospectus. The obligations of the Hong Kong Underwriter(s) under the Hong Kong Underwriting Agreement are subject to termination by the Sole Representative (for itself and on behalf of the Hong Kong Underwriter(s)) if certain grounds arise prior to 8:00 a.m. (Hong Kong time) on the day that dealings in the H Shares commence on the Stock Exchange. Such grounds are set out in “Underwriting” in this prospectus. It is important that you refer to that section for further details. We are incorporated, and our operations are primarily located, in the PRC. Potential investors should be aware of the differences in the 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 the H Shares. Such differences and risk factors are set out in “Risk Factors”, “Regulatory Environment”, “Appendix III – Taxation and Foreign Exchange”, “Appendix V – Summary of Principal Legal and Regulatory Provisions” and “Appendix VI – Summary of Articles of Association” in this prospectus. The Offer Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws in the United States and may not be offered, sold, pledged or transferred within the United States, except that the Offer Shares may be offered and sold outside the United States in an offshore transaction in accordance with Regulation S under the U.S. Securities Act. December 28, 2018 IMPORTANT The Company will be relying on Section 9A of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong) and will be issuing the WHITE and YELLOW Application Forms without them being accompanied by a printed prospectus. The contents of the printed prospectus are identical to the electronic version of the prospectus which can be accessed and downloaded from the websites of the Company at www.chengdugs.com and the Stock Exchange at www.hkexnews.hk under the “HKEXnews > Listed Company Information > Latest Listed Company Information” section, respectively. Members of the public may obtain a copy of the printed prospectus, free of charge, upon request during normal business hours from 9:00 a.m. on Friday, December 28, 2018 until 12:00 noon on Monday, January 7, 2019 at the following locations: 1. any of the following branches of the receiving bank of the Hong Kong Public Offering: Bank of China (Hong Kong) Limited District Branch Name Address Hong Kong Island ьь 409 Hennessy 409-415 Hennessy Road, Wan Chai, Road Branch Hong Kong Sheung Wan Shop 1-4, G/F, Tung Hip Commercial Branch Building, 244-248 Des Voeux Road Central, Hong Kong Kowloonьььььььььь Whampoa Shop G8B, Site 1, Whampoa Garden, Garden Branch Hung Hom, Kowloon Tsim Sha Tsui 24-28 Carnarvon Road, Tsim Sha Tsui, Branch Kowloon New Territories ьььь Tai Po Plaza Unit 4, Level 1 Tai Po Plaza, 1 On Tai Branch Road, Tai Po, New Territories 2. any of the following offices of the Hong Kong Underwriters: CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong –i– IMPORTANT CCB International Capital Limited 12/F, CCB Tower 3 Connaught Road Central Central Hong Kong Guotai Junan Securities (Hong Kong) Limited 27/F, Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong BOCOM International Securities Limited 9th Floor, Man Yee Building 68 Des Voeux Road Central Hong Kong ABCI Securities Company Limited 10/F, Agricultural Bank of China Tower 50 Connaught Road Central Hong Kong Haitong International Securities Company Limited 22/F Li Po Chun Chambers 189 Des Voeux Road Central Hong Kong Aristo Securities Limited Room 101, 1st Floor On Hong Commercial Building 145 Hennessy Road Wanchai, Hong Kong 3. the Depository Counter of Hong Kong Securities Clearing Company Limited at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong. Details of where printed prospectuses may be obtained will be displayed prominently at every branch of Bank of China (Hong Kong) Limited where WHITE Application Forms are distributed. During normal business hours from 9:00 a.m. on Friday, December 28, 2018 until 12:00 noon on Monday, January 7, 2019, at least three copies of the printed prospectus will be available for inspection at every location where the WHITE and YELLOW Application Forms are distributed as set out in “How to Apply for the Hong Kong Offer Shares” in this prospectus. –ii– EXPECTED TIMETABLE(1) 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 Monday, January 7, 2019 Application lists open(3) ..........................................11:45 a.m. on Monday, January 7, 2019 Latest time to lodge WHITE and YELLOW Application Forms ..........12:00 noon on Monday, January 7, 2019 Latest time to give electronic application instructions to HKSCC(4) ........12:00 noon on Monday, January 7, 2019 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) .....................................12:00 noon on Monday, January 7, 2019 Application lists close(3) .........................................12:00 noon on Monday, January 7, 2019 (1) Announcement of: • the level of applications in the Hong Kong Public Offering; • the level of indications 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 our website at www.chengdugs.com(5) and the website of the Stock Exchange at www.hkexnews.hk(5) on or before ................................Monday, January 14, 2019 – iii – EXPECTED TIMETABLE(1) (2) 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 as described in “How to Apply for the Hong Kong Offer Shares – 11. Publication of Results” in this prospectus from ........................Monday, January 14, 2019 (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.chengdugs.com(5)