Listing on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited by Way of Placing
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皇璽餐飲 集團控股有限公司 ROYAL CATERING Group Holdings Company Limited (Incorporated in the Cayman Islands with limited liability) Stock Code: 8300 Placing Sole Sponsor Sole Bookrunner and Sole Lead Manager IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Royal Catering Group Holdings Company Limited 皇 璽 餐 飲 集 團 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING Number of Placing Shares : 500,000,000 Shares (subject to the Offer Size Adjustment Option) Placing Price : Not more than HK$0.16 per Placing Share and not less than HK$0.11 per Placing Share plus brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) (payable in full on application and subject to refund) Nominal value : HK$0.01 per Share Stock code : 8300 Sole Sponsor Sole Bookrunner and Sole Lead Manager 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 with the documents specified in the paragraph headed ‘‘Documents delivered to the Registrar of Companies in Hong Kong’’ in Appendix V to this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies (WUMP) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other document 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 Placing Price is expected to be determined by agreement between our Company and the Sole Lead Manager (for itself and on behalf of the Underwriters) on the Price Determination Date. The Price Determination Date is expected to be on or about Wednesday, 3 August 2016 (Hong Kong time) or such later date as may be agreed between the parties. The Placing Price will not be more than HK$0.16 and is currently expected to be not less than HK$0.11 per Share, unless otherwise announced. If, for any reason, the Sole Lead Manager (for itself and on behalf of the Underwriters) and our Company are unable to reach an agreement on the Placing Price by the Price Determination Date or such later date as may be agreed between our Company and the Sole Lead Manager (for itself and on behalf of the Underwriters), the Placing will not proceed and will lapse. In such case, an announcement will be published on the Stock Exchange’s website at www.hkexnews.hk and our Company’s website at www.hkrcg.com. The Sole Lead Manager (for itself and on behalf of the Underwriters) may, with our consent, reduce the indicative Placing Price range stated in this prospectus at any time on or prior to the Price Determination Date. In such case, a notice of such reduction will be published on the Stock Exchange’s website at www.hkexnews.hk and our Company’s website at www.hkrcg.com. Further details are set out in the section headed ‘‘Structure and Conditions of the Placing’’ of this prospectus. Prospective investors should take note that the obligations of the Underwriters under the Underwriting Agreement are subject to termination by the Sole Sponsor and/or the Sole Lead Manager (for itself and on behalf of the Underwriters) upon the occurrence of any of the events set forth in the paragraph headed ‘‘Underwriting — Underwriting Agreement and expenses — Grounds for termination’’ in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. It is important that you refer to that paragraph for further details. 1 August 2016 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. – i – EXPECTED TIMETABLE If there is any change to the following expected timetable of the Placing, we will publish an announcement on the Stock Exchange’s website at www.hkexnews.hk and our Company’s website at www.hkrcg.com. (Note 1) Price Determination Date (Note 2) ..................................Wednesday,3 August2016 Announcement of the determination of the Placing Price and the level of indication of interest in the Placing to be published on the Stock Exchange’s website at www.hkexnews.hk and our Company’s website at www.hkrcg.com (Note 3) onorbefore................................. Friday,5 August2016 AllotmentofthePlacingSharesonorbefore........................... Friday,5 August2016 Deposit of share certificates for the Placing Shares into CCASS on or before (Notes 4 and 5) ................................... Friday,5 August2016 DealingsinSharesonGEMexpectedtocommence.................... 9:00a.m.onMonday, 8 August 2016 Notes: (1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates. Details of the structure of the Placing, including its conditions, are set out in the section headed ‘‘Structure and Conditions of the Placing’’ of this prospectus. (2) WeexpectthePriceDeterminationDatetobeonorabout Wednesday, 3 August 2016 (Hong Kong time) or such later date as may be agreed between our Company and the Sole Lead Manager (for itself and on behalf of the Underwriters). If, for any reason, the parties are unable to reach an agreement on the Placing Price by that date, the Placing will not proceed and will lapse. (3) None of the websites or any information contained therein form part of this prospectus. (4) We expect the share certificates for the Placing Shares to be issued in the name of HKSCC Nominees or in the name of the placees or their agents as designated by the Underwriters and/or the placing agents. We expect the share certificates for the Placing Shares distributed via CCASS to be directly deposited into CCASS on or before Friday, 5 August 2016 for credit to the relevant CCASS Participants’ stock accounts designated by the Underwriters, the placees or their agents, as the case may be. We will not issue any temporary documents or evidence of title. (5) Share certificates for the Placing Shares will only become valid certificates of title provided that prior to 8:00 a.m. (Hong Kong time) on the Listing Date, (a) the Placing has become unconditional in all respects; and (b) the Underwriting Agreement has not been terminated in accordance with its terms. For details of the structure of the Placing, including the conditions thereof, please refer to the section headed ‘‘Structure and Conditions of the Placing’’ of this prospectus. If the Underwriting Agreement does not become unconditional or is terminated in accordance with the terms and conditions contained therein, our Company will make an announcement as soon as possible. – ii – CONTENTS IMPORTANT NOTICE TO INVESTORS This prospectus is issued by our Company solely in connection with the Placing and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the Placing Shares offered by this prospectus pursuant to the Placing. This prospectus may not be used for the purpose of, and does not constitute, an offer to sell or invitation in any other jurisdiction or in any other circumstance. You should rely only on the information contained in this prospectus to make your investment decision. We have not authorised anyone to provide you with information that is different from what is contained in this prospectus. Any information or representation not contained nor made in this prospectus must not be relied on by you as having been authorised by us, the Sole Sponsor, the Sole Lead Manager, the Sole Bookrunner, the Co- Lead Manager and the Underwriters, any of their respective directors, advisers, officers, employees, agents, affiliates or representatives of any of them or any other persons or parties involved in the Placing. Page CharacteristicsofGEM ............................................................. i ExpectedTimetable ................................................................. ii Contents ........................................................................... iii SummaryandHighlights ............................................................ 1 Definitions ......................................................................... 12 Forward-lookingStatements ........................................................