Mingfa Group (International) Company Limited 明發集團(國際)
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香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責, 對其準確性或完整性亦不發表任何聲明,並明確表示,概不對因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考,並不構成要約收購、購買或認購證券的邀請或招攬或邀請訂立協 議以進行任何該等事宜,亦並非用作邀請對收購、購買或認購任何證券的任何要 約。 本公告並非於美國或根據任何有關國家或司法權區的證券法未進行登記或獲批准而 於上述地區進行該發售建議、招攬或出售即屬違法的國家或司法權區提呈證券以供 銷售或招攬以購買證券的要約。在並無登記或不獲豁免登記下,證券不可在美國提 呈發售或出售。於美國公開提呈發售證券必須透過從進行提呈發售的公司可能取得 的章程進行,其中載有有關該公司以及其管理及財務報表的詳細資料。本公司於美 國並未登記及並無計劃登記任何債券。 Mingfa Group (International) Company Limited 明 發 集 團( 國 際 )有 限 公 司 (於開曼群島註冊成立的有限公司) (股份代號:00846) 完成發行200,000,000美元於2020年到期按15.0%計息的債券 及 海外監管公告 茲提述明發集團(國際)有限公司(「本公司」)於2019年1月10日刊發的公告(「該公 告」),內容有關建議發行債券。除另有界定者外,本公告所用全部詞彙與該公告所 界定者具有相同涵義。 董事會欣然宣佈,配售協議項下的所有先決條件已獲達成,而債券的發行已於2019 年1月16日完成。 – 1 – 請參閱隨附有關債券的發售通函(「發售通函」),發售通函已於2019年1月21日在新 交所的網站刊發。 在聯交所網站刊載發售通函僅為促使向香港投資者同步發佈資料及遵照上市規則第 13.10B條,而概無任何其他目的。 發售通函並不構成向任何司法權區的公眾人士提呈出售任何證券的招股章程、通 告、通函、冊子或廣告,亦非邀請公眾人士提出認購或購買任何證券的要約,且並 非旨在邀請公眾人士提出認購或購買任何證券的要約。 發售通函不得被視為認購或購買本公司任何證券的誘因,亦不擬作為該等誘因。不 應以發售通函所載資料作為投資決定的依據。 承董事會命 明發集團(國際)有限公司 主席兼執行董事 黃煥明 香港,2019年1月21日 於本公告日期,董事會包括: 執行董事: 黃煥明先生、黃慶祝先生、黃連春先生及黃麗水先生 獨立非執行董事: 劉建漢先生、朱健宏先生、黃天祐博士太平紳士及林家禮博士 – 2 – IMPORTANT NOTICE NOT FOR DISTRIBUTION IN THE UNITED STATES You must read the following disclaimer before continuing. The following disclaimer applies to this offering circular following this page and you are therefore advised to read this disclaimer carefully before accessing, reading or making any other use of the attached offering circular. In accessing the attached offering circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. You acknowledge that the attached offering circular and the information contained therein are strictly confidential and intended for you only. You are not authorised to and you may not forward or deliver the attached offering circular, electronically or otherwise, to any other person or reproduce such offering circular in any manner whatsoever, nor may you disclose the information contained in the attached offering circular to any third party or use it for any other purpose. Any forwarding, distribution, publication or reproduction of the attached offering circular in whole or in part or disclosure of any information contained therein or any use of such information for any other purpose is unauthorised. Failure to comply with this directive may result in a violation of the securities laws of applicable jurisdictions. Nothing in this electronic transmission constitutes an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where it is unlawful to do so. The securities referred to in the attached offering circular have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’), or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. CONFIRMATION OF YOUR REPRESENTATION: IN ORDER TO BE ELIGIBLE TO VIEW THE ATTACHED OFFERING CIRCULAR, INVESTORS MUST COMPLY WITH THE FOLLOWING PROVISIONS. YOU HAVE BEEN SENT THE ATTACHED OFFERING CIRCULAR ON THE BASIS THAT YOU HAVE CONFIRMED TO HEAD & SHOULDERS SECURITIES LIMITED (THE ‘‘PLACING AGENT’’) THAT YOU (I) ARE OUTSIDE THE UNITED STATES AND TO THE EXTENT YOU PURCHASE THE SECURITIES DESCRIBED IN THE ATTACHED OFFERING CIRCULAR, YOU WILL BE DOING SO IN AN OFFSHORE TRANSACTION, AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (‘‘REGULATION S’’), IN COMPLIANCE WITH REGULATION S; AND (II) CONSENT TO DELIVERY OF SUCH OFFERING CIRCULAR AND AMENDMENTS AND SUPPLEMENTS THERETO BY ELECTRONIC TRANSMISSION. You are reminded that this offering circular is confidential and has been delivered to you on the basis that you are a person into whose possession this offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of this offering circular to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the placing agent or any affiliate of the placing agent is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the placing agent or such affiliate on behalf of the issuer in such jurisdiction. This offering circular is being furnished in connection with an offering not subject to registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described in this offering circular. You are reminded that the information in the attached offering circular is not complete and may be changed. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. This offering circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Placing Agent or any person who controls it or any of their respective directors, employees, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any difference between the offering circular distributed to you in electronic format and the hard copy version. You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. OFFERING CIRCULAR CONFIDENTIAL MINGFA GROUP (INTERNATIONAL) COMPANY LIMITED 明 發 集 團( 國 際 )有 限 公 司 (incorporated in the Cayman Islands with limited liability) US$200,000,000 15.0% BONDS DUE 2020 Issue Price: 100% plus, accrued interest, if any, from the issue date The US$200,000,000 15.0% Bonds due 2020 (the ‘‘Bonds’’) will be issued by Mingfa Group (International) Company Limited 明發集團 (國際)有限公司 (the ‘‘Issuer’’) and bear interest from 16 January 2019 (the ‘‘Issue Date’’) at 15.0% per annum payable semi-annually in arrears on 16 July 2019 and 15 January 2020. The Bonds will mature on 15 January 2020. The Bonds constitute direct, unsubordinated, unconditional and unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by applicable laws and regulations, at all times rank at least equally with all the Issuer’s other present and future unsecured and unsubordinated obligations. The Bonds will be issued in denomination of US$200,000 each and integral multiples of US$1,000 in excess thereof. Following the occurrence of a Change of Control Event (as defined in ‘‘Terms and Conditions of the Bonds’’), the holder of any Bond will have the right (the Put Right), at such holder’s option, to require the Issuer to redeem all, but not some only, of such holder’s Bonds on the Put Settlement Date (as defined in ‘‘Terms and Conditions of the Bonds’’) at 101 per cent. of their principal amount, together in each case with accrued interest to (but excluding) the Put Settlement Date. For a more detailed description of the terms and conditions of the Bonds, see ‘‘Terms and Conditions of the Bonds’’ beginning on page 163. Investing in the Bonds involves significant risks. See ‘‘Risk Factors’’ beginning on page 16. Application will be made for the listing and quotation of the Bonds on the Singapore Exchange Securities Trading Limited (the ‘‘SGX- ST’’). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions or reports contained in this offering circular. Approval in-principle for the listing and quotation of the Bonds on the SGX-ST is not to be taken as an indication of the merits of the Issuer or the Bonds. The Bonds will be issued in registered form and represented by a global certificate (the ‘‘Global Certificate’’) which will be registered in the name of the Hong Kong Monetary Authority (the ‘‘HKMA’’) as the operator of the CMU (as defined below) (the ‘‘CMU Operator’’), and shall be deposited on or about the Issue Date with a sub-custodian for the Central Moneymarkets Unit Service (the ‘‘CMU’’), the book-entry clearing system operated by the HKMA. Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by the CMU. For persons seeking to hold a beneficial interest in the Bonds through Euroclear Bank S.A./N.V. (‘‘Euroclear’’) or Clearstream Banking, S.A. (‘‘Clearstream’’), such persons will hold their interests through an account opened and held by Euroclear or Clearstream (as the case may be) with the CMU Operator. Except as described in the Global Certificate, individual certificates for Bonds will not be issued in exchange for interests in the Global Certificate. The Bonds have not been and