Global Offering
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中國聖牧有機奶業有限公司 CHINA SHENGMU ORGANIC MILK LIMITED MILK ORGANIC SHENGMU CHINA CHINA SHENGMU ORGANIC MILK LIMITED 中國聖牧有機奶業有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 1432 Global CHINA SHENGMU ORGANIC MILK LIMITED 中國聖牧有機奶業有限公司 Offering Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers (In alphabetical order) ShengMu_IPO_G01J(24mm)_05.indd 1 14年6月25日 下午2:29 IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. CHINA SHENGMU ORGANIC MILK LIMITED 中國聖牧有機奶業有限公司 (Incorporated in the Cayman Islands with limited liability) Global Offering Total number of Offer Shares under the : 444,800,000 Shares (subject to the Global Offering Over-allotment Option) Number of Hong Kong Public Offer Shares : 44,480,000 Shares (subject to adjustment) Number of International Offer Shares : 400,320,000 Shares (subject to adjustment and the Over-allotment Option) Offer Price : Not more than HK$2.95 per Share and expected to be not less than HK$2.39 per Share, plus brokerage of 1%, SFC transaction levy of 0.003% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application and subject to refund on final pricing) Nominal value : HK$0.00001 per Share Stock code : 1432 Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers (in alphabetical order) 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 “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. 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. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators, on behalf of the Underwriters, and our Company on or before Monday, July 7, 2014 or such later time as may be agreed between the parties, but in any event, no later than Friday, July 11, 2014. If, for any reason, the Joint Global Coordinators, on behalf of the Underwriters, and our Company are unable to reach an agreement on the Offer Price by Friday, July 11, 2014, the Global Offering will not become unconditional and will lapse immediately. The Offer Price will be not more than HK$2.95 per Share and is expected to be not less than HK$2.39 per Share although the Joint Global Coordinators, on behalf of the Underwriters, and our Company may agree to a lower price. The Joint Global Coordinators, on behalf of the Underwriters, may, with the consent of our Company, reduce the indicative Offer Price range below that stated in this prospectus (being HK$2.39 per Share to HK$2.95 per Share) at any time on or prior to the morning of the last date for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Public Offer Shares and/or the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.youjimilk.com as soon as practicable but in any event not later than the morning of the day which is the latest day for lodging applications under the Hong Kong Public Offering. For further information, see the sections headed “Structure and Conditions of the Global Offering” and “How to Apply for Hong Kong Public Offer Shares” in this prospectus. Prior to making an investment decision, prospective investors should carefully consider all of the information set out in this prospectus, and in particular, the risk factors set out in the section headed “Risk Factors”. Pursuant to the termination provisions contained in the Hong Kong Underwriting Agreement in respect of the Hong Kong Public Offer Shares, the Joint Global Coordinators, on behalf of the Hong Kong Underwriters, have the right in certain circumstances, in their absolute discretion, to terminate the obligation of the Hong Kong Underwriters pursuant to the Hong Kong Underwriting Agreement at any time prior to 8:00 a.m. on the Listing Date. Further details of the terms of the termination provisions are set out in the section headed “Underwriting — Grounds for Termination.” 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, as amended (“U.S. Securities Act”) or any state securities laws in the United States, and may not be offered, sold, pledged or transferred, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws. The Offer Shares are being offered and sold only (i) in the United States to QIBs in reliance on Rule 144A or another exemption from registration under the U.S. Securities Act and (ii) outside of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. June 30, 2014 EXPECTED TIMETABLE(1) Latest time to complete electronic applications under HK eIPO White Form service through the designated website www.hkeipo.hk(2) ................. 11:30 a.m. on Monday, July 7, 2014 Application lists open(3) ............................ 11:45 a.m. on Monday, July 7, 2014 Latest time to lodge WHITE and YELLOW Application Forms ............................... 12:00 noon on Monday, July 7, 2014 Latest time to give electronic application instructions to HKSCC(4) ..................................... 12:00 noon on Monday, July 7, 2014 Latest time to complete payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) ................ 12:00 noon on Monday, July 7, 2014 Application lists close ............................. 12:00 noon on Monday, July 7, 2014 Expected Price Determination Date ............................... Monday, July 7, 2014 Announcement of the Offer Price ................................ Monday, July 14, 2014 Announcement of: • the level of application in the Hong Kong Public Offering; • the level of indication of interest in the International Offering; and • the basis of allocation of the Hong Kong Public Offer Shares to be published (a) in the South China Morning Post (in English) and Hong Kong Economic Times (in Chinese); and (b) on our website at www.youjimilk.com(5) and the website of the Hong Kong Exchange and Clearing Limited at www.hkexnews.hk(6) on or before .......................................... Monday, July 14, 2014 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 (see “How to Apply for Hong Kong Public Offer Shares — 11. Publication of Results”) from ............................................ Monday, July 14, 2014 —i— EXPECTED TIMETABLE(1) Result of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers where appropriate) will be available at www.tricor.com.hk/ipo/result with a “search by ID” function ................................................. Monday, July 14, 2014 Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before(7) .................................. Monday, July 14, 2014 HK eIPO White Form e-Auto Refund payment instructions/refund cheques in respect of wholly or partially unsuccessful applications to be dispatched on or before(7)(8)(9) ......................................... Monday, July 14, 2014 Dealings in Shares on the Hong Kong Stock Exchange expected to commence at 9:00 a.m. on .......................... Tuesday, July 15, 2014 Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. Details of the structure and conditions of the Global Offering, including conditions of the Hong Kong Public Offering, are set forth in “Structure and Conditions of the Global Offering” in this prospectus. (2) If you have already submitted your application through the designated website at www.hkeipo.hk 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. 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. (3) If there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, July 7, 2014, the application lists will not open on that day. See “How to Apply for Hong Kong Public Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” in this prospectus. (4) Applicants who apply for the Hong Kong Public Offer Shares by giving electronic application instructions to HKSCC should refer to “How to Apply for Hong Kong Public Offer Shares — 6. Applying by Giving Electronic Application Instructions to HKSCC via CCASS” in this prospectus.