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CHINA LUMENA NEW MATERIALS CORP. (In Provisional Liquidation) (Incorporated in the Cayman Islands with Limited Liability)

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CHINA LUMENA NEW MATERIALS CORP. (In Provisional Liquidation) (Incorporated in the Cayman Islands with Limited Liability) The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Application Proof, 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 Application Proof. Application Proof of CHINA LUMENA NEW MATERIALS CORP. (In Provisional Liquidation) (Incorporated in the Cayman Islands with limited liability) WARNING The publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited (the “Exchange”) and the Securities and Futures Commission (the “Commission”) solely for the purpose of providing information to the public in Hong Kong. This Application Proof is in draft form. The information contained in it is incomplete and is subject to change which can be material. By viewing this document, you acknowledge, accept and agree with China Lumena New Materials Corp. (In Provisional Liquidation) (the “Company”), its sponsor, advisors or member of the underwriting syndicate that: (a) this document is only for the purpose of providing information about the Company to the public in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this document; (b) the publication of this document or supplemental, revised or replacement pages on the Exchange’s website does not give rise to any obligation of the Company, its sponsor, advisors or member of the underwriting syndicate to proceed with a deemed new listing and/or an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the deemed new listing and/or an offering; (c) the contents of this document or supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual final listing document; (d) the Application Proof is not the final listing document and may be updated or revised by the Company from time to time in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Hong Kong Code on Takeovers and Mergers; (e) this document does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities; (f) this document must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended; (g) neither the Company nor any of its affiliates, advisors or underwriters is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this document; (h) no application for the securities mentioned in this document should be made by any person nor would such application be accepted; (i) the Company has not and will not register the securities referred to in this document under the United States Securities Act of 1933, as amended, or any state securities laws of the United States; (j) as there may be legal restrictions on the distribution of this document or dissemination of any information contained in this document, you agree to inform yourself about and observe any such restrictions applicable to you; and (k) the application to which this document relates has not been approved for listing and the Exchange and the Commission may accept, return or reject the application for the subject listing and/or public offering. If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on the Company’s prospectus registered with the Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period. THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. IMPORTANT If you are in any doubt about any of the contents of this document, you should seek independent professional advice. CHINA LUMENA NEW MATERIALS CORP. (In Provisional Liquidation) (Incorporated in the Cayman Islands with limited liability) [REDACTED] Number of [REDACTED] : [REDACTED] New Shares (including [REDACTED] under the [REDACTED]) Number of [REDACTED] : [REDACTED] New Shares (subject to reallocation) Number of [REDACTED] : [REDACTED] New Shares (including [REDACTED] under the [REDACTED]) (subject to reallocation) [REDACTED] : [REDACTED] per [REDACTED], plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : US$0.0004 per New Share Stock code : 67 Sole Sponsor to the [REDACTED] of Financial Adviser to the Company the Company Kingsway Capital Limited [REDACTED] Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. A copy of this document, having attached thereto the documents specified in the paragraph headed “Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection – Documents Delivered to the Registrar of Companies in Hong Kong” in Appendix VIII to this document, has been registered by the Registrar of Companies in Hong Kong as required under Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this document or any other documents referred to above. The [REDACTED] is HK$[REDACTED] per [REDACTED]. Applicants for [REDACTED] are required to pay, on application, the [REDACTED] of HK$[REDACTED] for each [REDACTED] together with brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%. Prior to making an investment decision, prospective investors should consider carefully all the information set out in this document, including risk factors set out in the section headed “Risk Factors” in this document. The [REDACTED] (including the [REDACTED]) is conditional upon the fulfilment of the conditions set out under the section headed “Structure and Conditions of the [REDACTED] and the [REDACTED] – Conditions of the [REDACTED]” in this document. Pursuant to the provisions of the [REDACTED], the [REDACTED] (for themselves and on behalf of the [REDACTED]) have the right, in certain circumstances, to terminate the obligations of the [REDACTED] by notice in writing to the Company at any time on or before the [REDACTED] (i.e. [REDACTED]). Such events include, but without limitation to, act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out. It is important that you refer to the section headed “[REDACTED]” in this document for further details. [REDACTED] THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADING “WARNING” ON THE COVER OF THIS DOCUMENT. CONTENTS IMPORTANT NOTICE TO INVESTORS This document is issued by the Company solely in connection with the [REDACTED] and the [REDACTED] and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the [REDACTED] offered by this document pursuant to the [REDACTED]. This document may not be used for the purpose of, and does not constitute, an offer or invitation in any jurisdiction (other than Hong Kong) or in any other circumstances. No action has been taken to permit a [REDACTED] of the [REDACTED] in any jurisdiction other than Hong Kong and no action has been taken to permit the distribution of this document in any jurisdiction other than Hong Kong. The distribution of this document and the offering of the [REDACTED] in other jurisdictions are subject to restrictions, and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorisation by the relevant securities regulatory authorities or an exemption therefrom. You should rely only on the information contained in this document and the [REDACTED] to make your investment decision. The Company has not authorised any persons to provide you with information that is different from what is contained in this document. Any information or representation not contained or made in this document must not be relied on by you as having been authorised by the Company, the Sole Sponsor, the [REDACTED], the [REDACTED] and the [REDACTED], any of their respective directors, affiliates, employees or representatives or any other person or party involved in the [REDACTED]. The contents on the website at www.joegreenpanel.com do not form part of this document. Page Expected timetable ................................................. iii Summary ........................................................
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