Dec 13, 2018 Prospectus
Total Page:16
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IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. 四川能投發展股份有限公司 Sichuan Energy Investment Development Co., Ltd.* (a joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares under : 268,800,000 H Shares (subject to the the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 26,880,000 H Shares (subject to adjustment) Number of International Offer Shares : 241,920,000 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$2.34 per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027% and a Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : RMB1.00 per H Share Stock code : 1713 Sole Sponsor and Sole Global Coordinator 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 and Available for Inspection” 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. The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be fixed by agreement between the Sole Global Coordinator (on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around Tuesday, December 18, 2018 (Hong Kong time) and, in any event, not later than Thursday, December 20, 2018 (Hong Kong time). The Offer Price will be not more than HK$2.34 and is currently expected to be not less than HK$1.76 per Offer Share. If, for any reason, the Offer Price is not agreed by Thursday, December 20, 2018 (Hong Kong time) between the Sole Global Coordinator (on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. Applicants for Hong Kong Offer Share are required to pay, on application, the maximum Offer Price of HK$2.34 for each Hong Kong Offer Share together witha brokerage fee of 1.0%, a SFC transaction levy of 0.0027% and a Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$2.34. The Sole Global Coordinator, on behalf of the Underwriters, and with our consent may, where considered appropriate, reduce the number of Hong Kong Offer Shares and/or the indicative Offer Price range below that is stated in this prospectus (which is HK$1.76 to HK$2.34) at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the indicative Offer Price range will be published 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 notices will also be available on the website of our Company at www.scntgf.com and on the website of the Stock Exchange at www.hkexnews.hk. Further details are set forth in “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. We are incorporated, and substantially all of our businesses are 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 investment in PRC-incorporated businesses. 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,” “Appendix IV — Summary of Principal Legal and Regulatory Provisions” and “Appendix V — Summary of Articles of Association” to this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Sole Global Coordinator (on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See “Underwriting — Hong Kong Underwriting Arrangements — Hong Kong Public Offering — Grounds for Termination” in this prospectus. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold, pledged or transferred within the United States except that Offer Shares may be offered, sold outside the United States in accordance with Rule 903 or Rule 904 of Regulation S. * For identification purposes only December 13, 2018 EXPECTED TIMETABLE(1) Date(1) 2018 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 Tuesday, December 18 Application lists open(3) ..........................................11:45 a.m. on Tuesday, December 18 Latest time for lodging WHITE and YELLOW Application Forms ............................................12:00 noon on Tuesday, December 18 Latest time to give electronic application instructions to HKSCC(4) ................................................12:00 noon on Tuesday, December 18 Latest time to complete payment for HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s)......................................12:00 noon on Tuesday, December 18 Application lists close ...........................................12:00 noon on Tuesday, December 18 Expected Price Determination Date ...........................Tuesday, December 18 Announcement of: • the Offer Price; • the level of applications in the Hong Kong Public Offering; • the level of indications of interest in the International Offering; and • the basis of allotment of the Hong Kong Offer Shares will be published on our website at www.scntgf.com(5) and the website of Hong Kong Exchange and Clearing Limited at www.hkexnews.hk(6) on or before .......................................Thursday, December 27 –i– EXPECTED TIMETABLE(1) 2018 Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) will be available through a variety of channels as described in the section headed “How to Apply for the Hong Kong Offer Shares — 11. Publication of Results” in this prospectus from ............Thursday, December 27 Results 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 ...........................Thursday, December 27 H Share certificates in respect of wholly or partially successful applications will be dispatched or deposited into CCASS on or before(7) ..............................Thursday, December 27 Refund cheques (if applicable) will be dispatched on or before(7 and 9) ....................................Thursday, December 27 HK eIPO White Form e-Auto Refund Payment Instructions will be dispatched on or before(7, 8 and 9) ....................Thursday, December 27 Dealings in H Shares on the Stock Exchange to commence at 9:00 a.m. on .................................Friday, December 28 (1) All dates and times refer to Hong Kong dates and local time unless otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure of the Global Offering” in this prospectus. If there is any change in the above expected timetable, we will issue a separate announcement in Hong Kong to be published on our website at www.scntgf.com and the website of Hong Kong Exchange and Clearing Limited at www.hkexnews.hk. (2) 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. (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 Tuesday, December 18, 2018, the application lists will not open on that day. Please refer to the section headed “How to Apply for the Hong Kong 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 Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed “How to Apply for the Hong Kong Offer Shares — 6. Applying by Giving Electronic Application Instructions to HKSCC via CCASS” in this prospectus. (5) None of the website or any of the information contained on the website forms part of this prospectus.