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Global Offering

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Global Offering 祥生控股（集團）有限公司 SHIN SUN HOLDINGS (GROUP) CO., LTD. (Incorporated in the Cayman Islands with limited liability) Stock Code : 2599 GLOA B L OFFERING Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should seek independent professional advice. Shinsun Holdings (Group) Co., Ltd. 祥生控股（集團）有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the : 600,000,000 Shares (subject to the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 60,000,000 Shares (subject to reallocation) Number of International Offer Shares : 540,000,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$6.20 per Hong Kong Offer Share, plus brokerage fee 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$0.01 per Share Stock code : 2599 Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers CRIC SECURITIES CO. LTD 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 “Appendix VI — Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection — A. Document Delivered to the Registrar of Companies” of this Prospectus, has been registered with 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 of the other documents referred to above. The Offer Price is expected to be fixed by agreement between the Joint Representatives (for themselves and on behalf of the Underwriters) and our Company on the Price Determination Date. The Price Determination Date is expected to be on or around Wednesday, November 11, 2020 and, in any event, no later than Friday, November 13, 2020. The Offer Price will be no more than HK$6.20 per Offer Share and is currently expected to be no less than HK$4.80 per Offer Share unless otherwise announced. Investors applying for Offer Shares must pay, on application, the maximum Offer Price of HK$6.20 per Share, unless otherwise announced, together with brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is less than HK$6.20 per Offer Share. The Joint Representatives (for themselves and on behalf of the Hong Kong Underwriters) may, with the consent of our Company, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative Offer Price range below that stated in this Prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, an announcement will be published on the Stock Exchange’s website at www.hkexnews.hk and on our Company’s website at www.shinsunholdings.com no later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Further details are set out in “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares.” If, for any reason, the Offer Price is not agreed between the Joint Representatives (for themselves and on behalf of the Underwriters) and our Company on or before Friday, November 13, 2020, the Global Offering will not proceed and will lapse. For more information, see “Underwriting — Underwriting Agreements and Expenses — Hong Kong Public Offering — Hong Kong Underwriting Agreement — Grounds for Termination.” Prior to making an investment decision, prospective investors should consider all of the information set out in this Prospectus, including the risk factors set out in “Risk Factors.” The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, 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 may be offered, sold or delivered outside of the United States in accordance with Regulation S under the U.S. Securities Act. October 30, 2020 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable, our Company will issue an announcement to be published on the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at www.shinsunholdings.com. Latest time to complete electronic applications under White Form eIPO Service through the designated website at www.eipo.com.hk(2) .........................11:30 a.m. on Wednesday, November 11, 2020 Application lists open(3) ................................11:45 a.m. on Wednesday, November 11, 2020 Latest time to lodge WHITE and YELLOW Application Forms ..................................12:00 noon on Wednesday, November 11, 2020 Latest time to give electronic application instructions to HKSCC(4) ............................12:00 noon on Wednesday, November 11, 2020 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) ..............................12:00 noon on Wednesday, November 11, 2020 Application lists close(3) ...............................12:00 noon on Wednesday, November 11, 2020 Expected Price Determination Date(5) ................................Wednesday, November 11, 2020 (1) Announcement of the final 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 allocation of the Hong Kong Offer Shares under the Hong Kong Public Offering to be published on the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at www.shinsunholdings.com(6) on or before .........................Tuesday, November 17, 2020 –i– EXPECTED TIMETABLE(1) (2) 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 “How to Apply for Hong Kong Offer Shares — 11. Publication of Results”) ...........Tuesday, November 17, 2020 (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at www.shinsunholdings.com(6) ..........Tuesday, November 17, 2020 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 by ID” function ...........................................Tuesday, November 17, 2020 Dispatch/collection of Share certificates or deposit of the Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(7) .............................Tuesday, November 17, 2020 Dispatch/collection of refund cheques and White Form e-Refund payment instructions in respect of wholly or partially successful (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(8)(9) ...............Tuesday, November 17, 2020 Dealings in Shares on the Stock Exchange expected to commence at 9:00 a.m. on ...............................................Wednesday, November 18, 2020 –ii– EXPECTED TIMETABLE(1) The application for the Hong Kong Offer Shares will commence on Friday, October 30, 2020 through Wednesday, November 11, 2020, being longer than normal market practice of four days. The application monies (including the brokerage fee, SFC transaction levy and Stock Exchange trading fee) will be held by the receiving banks on behalf of the Company and the refund monies, if any, will be returned to the applicants without interest on Tuesday, November 17, 2020. Investors should be aware that the dealings in the Shares on the Stock Exchange are expected to commence on Wednesday, November 18, 2020. Notes: (1) All dates and times refer to Hong Kong local dates and times, except as otherwise stated. (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 on 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 “black” rainstorm warning or a tropical cyclone warning signal number 8 and/or Extreme Conditions or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, November 11, 2020, the application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” of this Prospectus.
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