PLACING Guotai Junan Securities (Hong Kong) Limited
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雲裳衣控股有限公司 * 雲裳衣控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 8127 * Guotai Junan Capital Limited PLACING Guotai Junan Securities (Hong Kong) Limited Sole Sponsor Guotai Junan Capital Limited Sole Bookrunner Guotai Junan Securities (Hong Kong) Limited Joint Lead Managers Guotai Junan Securities (Hong Kong) Limited * For identification purpose only IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Season Pacific Holdings Limited 雲 裳衣控 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 : 250,000,000 Shares comprising 150,000,000 New Shares and 100,000,000 Sale Shares Placing Price : Not more than HK$0.25 per Placing Share and expected to be not less than HK$0.15 per Placing Share, 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 : HK$0.01 each Stock code : 8127 Sole Sponsor Guotai Junan Capital Limited Sole Bookrunner Guotai Junan Securities (Hong Kong) Limited Joint Lead Managers Guotai Junan Securities (Hong Kong) Limited 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 under the section headed ‘‘Appendix V — Documents Delivered to the Registrar of Companies and Available for Inspection’’ of 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 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 Placing Price is expected to be fixed by the Price Determination Agreement between our Company (for ourselves and on behalf of the Selling Shareholder) and the Joint Lead Managers (for themselves and on behalf of the Underwriters) on the Price Determination Date, which is expected to be on or before Friday, 2 October 2015. The Placing Price will not be more than HK$0.25 per Placing Share and is expected to be not less than HK$0.15 per Placing Share. If our Company (for ourselves and on behalf of the Selling Shareholder) and the Joint Lead Managers (for themselves and on behalf of the Underwriters) are unable to reach an agreement on the Placing Price by that date or such later date as may be agreed by our Company (for ourselves and on behalf of the Selling Shareholder) and the Joint Lead Managers (for themselves and on behalf of the Underwriters), the Placing will not become unconditional and will not proceed and will lapse immediately. The Joint Lead Managers (for themselves and on behalf of the Underwriters) may, with our consent, reduce the indicative Placing Price range below that stated in this prospectus at any time prior to the Price Determination Date. In such a case, notices of reduction of the indicative Placing Price will be published on our website at www.seasonpacific.com and the website of the Stock Exchange at www.hkexnews.hk. Prior to making an investment decision, prospective investors should carefully consider all the information set out in this prospectus, including the risk factors set out in the section headed ‘‘Risk Factors’’ of this prospectus. Prospective investors of the Placing Shares should note that the Joint Lead Managers (for themselves and on behalf of the Underwriters) are entitled to terminate their obligations under the Underwriting Agreement by notice in writing to us (for ourselves and on behalf of the Selling Shareholder) given by the Sole Sponsor and the Joint Lead Managers (for themselves and on behalf of the other Underwriters), upon the occurrence of any of the events set forth under the section headed ‘‘Underwriting — Underwriting Arrangements and Expenses — Grounds for termination’’ of this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Such events include, but without limitation to, acts of government, labour disputes, strikes, lock-outs, fire, explosion, flooding, earthquake, civil commotion, riots, public disorder, declaration of a national or international emergency, acts of war, riot, public disorder, acts of terrorism, acts of God, epidemic, pandemic, outbreak of disease and economic sanctions. * For identification purpose only 29 September 2015 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 and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspaper. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers. – i – EXPECTED TIMETABLE(1) Expected Price Determination Date(2) .............................. Atorbefore5:00p.m.on Friday, 2 October 2015 Announcement of the Placing Price and the levels of indication of interest in the Placing to be published on the GEM website of the Stock Exchange at www.hkgem.com(3) and our Company’s website at www.seasonpacific.com(3) onorbefore.........................Tuesday,6 October 2015 AllotmentofPlacingSharesonorbefore...........................Tuesday,6 October 2015 Deposit of Share certificates into CCASS on or before(4) ............Tuesday,6 October 2015 Dealings in our Shares on GEM to commence at9:00a.m.on............................................... Wednesday,7 October 2015 Notes: 1. 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. If there is any change in the above expected timetable, an announcement will be published on the GEM website of the Stock Exchange at www.hkgem.com and our website at www.seasonpacific.com. 2. The Price Determination Date is scheduled on Friday, 2 October 2015 (or such later date as may be agreed between our Company (for ourselves and on behalf of the Selling Shareholder) and the Joint Lead Managers (for themselves and on behalf of the Underwriters). If the Joint Lead Managers (for themselves and on behalf of the Underwriters) and our Company (for ourselves and on behalf of the Selling Shareholder) are unable to reach an agreement on the Placing Price on the Price Determination Date, the Placing will not become unconditional and will not proceed and will lapse immediately. 3. None of the websites or any information contained therein form part of this prospectus. 4. The share certificates for the Placing Shares allotted and issued to the placees are expected to be deposited directly into CCASS on or before Tuesday, 6 October 2015 for credit to the respective CCASS Participants’ or the CCASS Investor Participants’ stock amounts designated by the Underwriters, the placees or their agents (as the case may be). Our Company will not issue any temporary documents of title. All share certificates will only become valid certificates of title of our Shares to which they relate provided that the Placing has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its terms at or before 8:00 a.m. (Hong Kong time) on the Listing Date. – ii – CONTENTS IMPORTANT NOTICE TO INVESTORS Our Company has issued this prospectus solely in connection with the Placing, and does not constitute an offer to sell or a solicitation of an offer to subscribe for or to buy any security other than the Placing Shares offered by this prospectus pursuant to the Placing. No person may use this prospectus for the purpose of, and it does not constitute, an offer or invitation in any other jurisdiction or in any other circumstances. Our Company has taken no action to permit the Placing or the distribution of this prospectus in any jurisdiction other than Hong Kong. The distribution of this prospectus and the placing of the Placing Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable laws, rules and regulations of such jurisdictions pursuant to registration with or authorisation by the relevant regulatory authorities or an exemption therefrom. You should rely only on the information contained in this prospectus to make your investment decision. Our Company, the Selling Shareholder, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers and the Underwriters have not authorised anyone to provide you with information that is different from what is contained in this prospectus.