CROSSTEC Group Holdings Limited 易緯集團控股有限公司
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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 CROSSTEC Group Holdings Limited 易 緯 集 團 控 股 有 限 公 司 (the ‘‘Company’’) (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 ‘‘Stock Exchange’’) and the Securities and Futures Commission (the ‘‘SFC’’) 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 the Company, its sponsors, advisers and members 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 Stock Exchange’s website does not give rise to any obligation of the Company, its sponsor, advisors or members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the 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; (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, advisers 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 Stock Exchange and the SFC may accept, return or reject the application for the subject public offering and/or listing. 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 HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. IMPORTANT If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. CROSSTEC Group Holdings Limited 易 緯 集 團 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) [REDACTED] Number of [REDACTED] : [REDACTED] Shares (subject to the [REDACTED]) Number of [REDACTED] Shares : [REDACTED] Shares (subject to [REDACTED]) Number of [REDACTED] Shares : [REDACTED] Shares (subject to [REDACTED]) [REDACTED] : Not more than [REDACTED] and not less than [REDACTED] (payableinfullonapplicationinHongKong dollars) plus brokerage of 1%, SFC transaction levy of 0.0027%, and [REDACTED]of0.005% Nominal value : HK$0.01 per Share [REDACTED] Sole Sponsor Kingsway Capital Limited [REDACTED] Kingsway Financial Services Group Limited Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) 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’’ in Appendix V to this document, 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 of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this document or any of the other documents referred to above. The [REDACTED] have not been and will not be registered under the [REDACTED] or any [REDACTED] of the United States and may not be [REDACTED] within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the [REDACTED] andin accordance with any applicable [REDACTED]. The [REDACTED] is expected to be fixed by an agreement between our Company and the [REDACTED] (for itself and on behalf of the other Underwriters) on the [REDACTED]. The [REDACTED] is expected to be on or about [REDACTED] or such other date or time as may be agreed between our Company and the [REDACTED] (for itself and on behalf of the other Underwriters). The [REDACTED] will be not more than [REDACTED] per [REDACTED] and is expected to be not less than [REDACTED] per [REDACTED], unless otherwise announced. Applicants for the [REDACTED] are required to pay, on application, the maximum [REDACTED] of [REDACTED] for each [REDACTED] together with brokerage of 1%, SFC transaction levy of 0.0027% and [REDACTED] of 0.005%, subject to refund if the [REDACTED] should be lower than [REDACTED]. The [REDACTED] (for itself and on behalf of the other Underwriters), with the consent of our Company, may reduce the indicative [REDACTED] range below that as stated in this document at any time prior to the morning of the last day for lodging applications under the [REDACTED]. In such event, our Company will, as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the last day for lodging applications under the [REDACTED], an announcement and will be posted on the website of the [REDACTED] and on the website of our Company (www.crosstec.com.hk) of such change. Further details are set out in the section headed ‘‘Structure and Conditions of the [REDACTED]’’ in this document. If, for whatsoever reason, our Company and the [REDACTED] (for itself and on behalf of the other Underwriters) are unable to reach an agreement at or prior to [REDACTED] or such other date or time as may be agreed between our Company and the [REDACTED] (for itself and on behalf of the other Underwriters), the [REDACTED] will not become unconditional and will lapse immediately. In such event, our Company will issue an announcement to be publishedonthe[REDACTED]andourCompany’s website at www.crosstec.com.hk. Prospective investors of the [REDACTED] should note that the [REDACTED] will not proceed if the [REDACTED] (for itself and on behalf of the other [REDACTED]) terminates the obligations of the [REDACTED] under the [REDACTED] after any of the events set out in the section headed ‘‘Underwriting — [REDACTED] — Grounds for Termination’’ in this document occurs prior to 8:00 a.m. on the [REDACTED]. It is important that you refer to the section headed ‘‘Underwriting’’ in this document for further details. It is important that you carefully read those sections before making any investment decision. Prior to making an [REDACTED] decision, prospective [REDACTED] should carefully consider all of the information set out in this document, including, without limitation, the risk factors set out in the section headed ‘‘Risk Factors’’ in this document. [March 23, 2016] THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. EXPECTED TIMETABLE(1) [REDACTED] – i – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. EXPECTED TIMETABLE(1) [REDACTED] – ii – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. EXPECTED TIMETABLE(1) [REDACTED] – iii – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.