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長沙遠大住宅工業集團股份有限公司 Changsha Broad Homes Industrial Group Co., Ltd

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長沙遠大住宅工業集團股份有限公司 Changsha Broad Homes Industrial Group Co., Ltd 長沙遠大住宅工業集團股份有限公司 Changsha Broad Homes Industrial Group Co., Ltd. (A joint stock company incorporated in the People’s Republic of China with limited liability) Stock Code: 2163 GLOBAL OFFERING Joint Sponsors Joint Global Coordinators Joint Bookrunners and Joint Lead Managers IMPORTANT IMPORTANT: If you are in any doubt about the contents of this prospectus, you should obtain independent professional advice. Changsha Broad Homes Industrial Group Co., Ltd. 長沙遠大住宅工業集團股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) Number of Offer Shares under : 121,868,000 H Shares (subject to the Over-allotment the Global Offering Option) Number of Hong Kong Offer Shares : 12,187,200 H Shares (subject to adjustment) Number of International Offer Shares : 109,680,800 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$12.48 per Offer Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong 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 : 2163 Joint Sponsors 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 the 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 IX – 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 and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or about Wednesday, October 30, 2019 and, in any event not later than Tuesday, November 5, 2019. The Offer Price will be not more than HK$12.48 per Offer Share and is currently expected to be not less than HK$9.68 per Offer Share, unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, upon application, the maximum Offer Price of HK$12.48 for each Hong Kong Offer Share together with a brokerage fee of 1.0%, a SFC transaction levy of 0.0027% and a Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$12.48 per Offer Share. If, for any reason, the Offer Price is not agreed by Tuesday, November 5, 2019 between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. The Joint Global Coordinators (for themselves and on behalf of the Underwriters) with our consent may, where they consider it 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$9.68 to HK$12.48) 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 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 notices will also be available on the website of our Company at www.bhome.com.cn and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk. For details, please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares”. We are incorporated, and most of our businesses are operated, in the PRC. Potential investors should be aware of the differences in legal, economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investments 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 the sections headed “Risk Factors,” “Appendix VI-Summary of Certain Legal and Regulatory Matters” and “Appendix VII-Summary of the Articles of Association”. Potential investors should consider carefully all the information set out in this prospectus and, in particular, the matters discussed in the abovementioned sections. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Global Coordinators (for themselves and on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed “Underwriting” in this prospectus. 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 and may not be offered or sold, pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act, and to QIBs in the United States pursuant to Rule 144A of the U.S. Securities Act. Thursday, October 24, 2019 EXPECTED TIMETABLE(1) The Company will issue an announcement in Hong Kong to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) if there is any change in the following expected timetable(1) of the Hong Kong Public Offering. Latest time to complete electronic applications under White Form eIPO service 11:30 a.m. on through the designated website at www.eipo.com.hk(2) ...................... Tuesday, October 29, 2019 Application lists of the Hong Kong Public Offering open(3) ..................... 11:45 a.m. on Tuesday, October 29, 2019 Latest time to lodge WHITE and YELLOW Application Forms ................ 12:00 noon on Tuesday, October 29, 2019 Latest time to give electronic application instructions to HKSCC(4) ............. 12:00 noon on Tuesday, October 29, 2019 Latest time to complete payment for White Form eIPO applications by effecting 12:00 noon on internet banking transfer(s) or PPS payment transfer(s) ...................... Tuesday, October 29, 2019 Application lists of the Hong Kong Public Offering close ...................... 12:00 noon on Tuesday, October 29, 2019 Expected Price Determination Date(5) ...................................... Wednesday, October 30, 2019 Announcement of: • the Offer Price; • the indication of the level of interest in the International Offering; • the indication of the level of interest in the Hong Kong Public Offering; and • the basis of allocation of the Hong Kong Offer Shares; to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company at www.bhome.com.cn(6) on Tuesday, November 5, or before 2019 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 the section headed “How to Apply for Hong Kong Offer Tuesday, November 5, Shares”) from ....................................................... 2019 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/ Allotment; Chinese https://www.eipo.com.hk/zh-hk/Allotment) with a “search Tuesday, November 5, by ID” function from ................................................. 2019 Despatch of H Share certificates on or before ................................ Tuesday, November 5, 2019 and/or White Form e-Refund payment instructions Tuesday, November 5, and/or refund cheques (if applicable) on or before(7)(8) ......................... 2019 Dealings in H Shares on the Hong Kong Stock Exchange expected to commence Wednesday, November 6, on................................................................ 2019 i EXPECTED TIMETABLE(1) Notes: (1) All times refer to Hong Kong local time. 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. (2) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website at or before 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 and/or Extreme Conditions in force in Hong Kong at any time between 9:00 a.m.
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