8612-Prospectus-ENG.Pdf

WORLD SUPER HOLDINGS LIMITED 維亮控股有限公司 (incorporated in the Cayman Islands with limited liability) Stock Code: 8612 SHARE OFFER Sole Sponsor Joint Bookrunners Joint Lead Managers IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. World Super Holdings Limited 維亮控股有限公司 (Incorporated in the Cayman Islands with limited liability) LISTING ON GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF SHARE OFFER Number of Offer Shares : 150,000,000 Shares Number of Placing Shares : 135,000,000 Shares (subject to reallocation) Number of Public Offer Shares : 15,000,000 Shares (subject to reallocation) Offer Price : Not more than HK$0.55 per Offer Share and expected to be not less than HK$0.40 per 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 dollar and subject to refund) Nominal value : HK$0.01 per Share Stock code : 8612 Sole Sponsor Joint Bookrunners 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 the section headed “Documents delivered to the Registrar of Companies in Hong Kong and available for inspection” in Appendix V to 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 for the contents of this prospectus or any other document referred to above. Prior to making investment decision, prospective investors should consider carefully all of the information set out in this prospectus, more particularly refer to the risk factors set out in the section headed “Risk factors” of this prospectus. The Offer Price is expected to be determined by agreement between our Company and the Joint Bookrunners (for themselves and on behalf of the Underwriters) on the Price Determination Date. The Price Determination Date is expected to be on or about Friday, 5 July 2019 (Hong Kong time) or such later date as may be agreed between the parties but in any event no later than Monday, 8 July 2019. The Offer Price will not be more than HK$0.55 and is currently expected to be not less than HK$0.40 per Offer Share, unless otherwise announced. If, for any reason, the Joint Bookrunners (for themselves and on behalf of the Underwriters) and our Company are unable to reach an agreement on the Offer Price by the Price Determination Date or such later date as may be agreed between our Company and the Joint Bookrunners (for themselves and on behalf of the Underwriters), the Share Offer will not proceed and will lapse. In such case, an announcement will be published on the Stock Exchange’s website at www.hkexnews.hk and our Company’s website at www.worldsuperhk.com. The Joint Bookrunners (for themselves and on behalf of the Underwriters) may, with the consent of our Company, reduce the indicative Offer Price range stated in this prospectus at any time on or prior to the Price Determination Date. In such case, a notice of such reduction will be published on the Stock Exchange’s website at www.hkexnews.hk and our Company’s website at www.worldsuperhk.com. Further details are set out in the section headed “Structure and Conditions of the Share Offer” of this prospectus. Prospective investors should take note that the obligations of the Underwriters under the Underwriting Agreements are subject to termination by the Sole Sponsor and/or the Joint Bookrunners (for themselves and on behalf of the Underwriters) upon the occurrence of any of the events set forth in the paragraph headed “Underwriting — Underwriting arrangements and expenses — Grounds for termination” in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. It is important that you refer to that paragraph for further details. 27 June 2019 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 website of the Stock Exchange at www.hkexnews.hk in order to obtain up-to-date information on GEM-listed issuers. – i – EXPECTED TIMETABLE (Note 1) Public Offer commences and WHITE and YELLOW Application Forms available from ..................................................................9:00 a.m. on Thursday, 27 June 2019 Application lists for Public Offer open (Note 2) ...........................................11:45 a.m. on Wednesday, 3 July 2019 Latest time for lodging WHITE and YELLOW Application Forms ....................................................................................12:00 noon on Wednesday, 3 July 2019 Latest time to give electronic application instructions to HKSCC (Note 3) ......................................................................................12:00 noon on Wednesday, 3 July 2019 Application lists for Public Offer close (Note 2) ..........................................12:00 noon on Wednesday, 3 July 2019 Expected Price Determination Date on or before (Note 4) .......................................Friday, 5 July 2019 Announcement of the final Offer Price, the level of indication of interest in the Placing, the level of applications of the Public Offer, the basis of allotment and the results of applications in the Public Offer to be published in our Company’s website at www.worldsuperhk.com and the website of the Stock Exchange at www.hkexnews.hk on or before ................................................................................................... Thursday, 11 July 2019 Announcement of results of allocations in the Public Offer (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels including our Company’s website at www.worldsuperhk.com and the website of the Stock Exchange at www.hkexnews.hk (for further details, please refer to the section headed “How to apply for Public Offer Shares — 10. Publication of results” of this prospectus) on or before .................................................... Thursday, 11 July 2019 Results of allocations in the Public Offer will be available at www.tricor.com.hk/ipo/result (alternatively: www.hkeipo.hk/IPOResult) with a “search by ID” function on ................................................................. Thursday, 11 July 2019 – ii – EXPECTED TIMETABLE (Note 1) Despatch/Collection of refund cheques in respect of wholly or partially unsuccessful applications and wholly or partially successful applications in case the final Offer Price is less than the maximum Offer Price paid for the applications pursuant to the Public Offer on or about (Notes 6 to 9) .................................................... Thursday, 11 July 2019 Despatch/Collection of Share certificates in respect of wholly or partially successful applications pursuant to the Public Offer on or about (Notes 5 to 8 and 10) .................................................................. Thursday, 11 July 2019 Dealings in Shares on GEM expected to commence at 9:00 a.m. on ........................................................................................................Friday, 12 July 2019 Notes: 1. All times and dates refer to Hong Kong local time, except as otherwise stated. Details of the structure of the Share Offer, including its conditions, are set out in the section headed “Structure and conditions of the Share Offer” of this prospectus. 2. If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, 3 July 2019, the application lists will not open on that day. For further details, please refer to the section headed “How to apply for Public Offer Shares — 9. Effect of bad weather on the opening of the application lists” of this prospectus. 3. Applicants who apply for Public Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed “How to apply

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