Global Offering

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Global Offering 榮萬家生活服務股份有限公司 Roiserv Lifestyle Services Co., Ltd. (A joint stock company incorporated in the People's Republic of China with limited liability) Stock Code : 2146 Global Offering Sole Sponsor Sole Global Coordinator and Joint Bookrunner Joint Bookrunners IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Roiserv Lifestyle Services Co., Ltd. 榮萬家生活服務股份有限公司 (a joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares : 94,000,000 H Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 9,400,000 H Shares (subject to adjustment) Number of International Offer Shares : 84,600,000 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$18.36 per H Share, plus brokerage of 1%, Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.0027%, payable in full on application subject to refund on final pricing Nominal Value : RMB1.00 per H Share Stock Code : 2146 Sole Sponsor Sole Global Coordinator and Joint Bookrunner Joint Bookrunners 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” 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 of Hong Kong (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. The Offer Price is expected to be fixed by agreement between the Sole Global Coordinator (on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or about Friday, January 8, 2021 and, in any event, not later than Sunday, January 10, 2021. The Offer Price will be not more than HK$18.36 and is currently expected to be not less than HK$13.46. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum offer price of HK$18.36 for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price should be lower than HK$18.36. If, for any reason, the Sole Global Coordinator (on behalf of the Underwriters) and us are unable to reach an agreement on the Offer Price, the Global Offering will not proceed and will lapse. The Sole Global Coordinator (on behalf of the Underwriters, and with our consent) may reduce the number of Offer Shares and/or the indicative Offer Price range as stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, a notice of the reduction in the number of Offer Shares and/or the indicative Offer Price range will be published on our website at www.roiserv.com and on the website of the Stock Exchange at www.hkexnews.hk not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Further details are set forth in “Structure of the Global Offering—Conditions of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. If applications for Hong Kong Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong Public Offering, then such applications can be subsequently withdrawn if the number of Offer Shares and/or the indicative Offer Price range is so reduced. We are incorporated, and all of our businesses are located, in the PRC. Potential investors should be aware of the differences in legal, economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investments in PRC-incorporated companies. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should take into consideration the different market nature of our H Share. Such differences and risk factors are set out in “Risk Factors”, “Appendix III—Summary of Principal PRC and Hong Kong Legal and Regulatory Provisions” and “Appendix IV—Summary of the Articles of Association” to this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, the Hong Kong Offer Shares, are subject to termination by the Sole Global Coordinator (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that trading in the H Shares commences on the Stock Exchange. Such grounds are set out in “Underwriting—Underwriting Arrangements and Expenses—Hong Kong Public Offering—Grounds for Termination” in this prospectus. It is important that you refer to that section for further details. Prior to making an investment decision, prospective investors should consider carefully all the information set forth in this prospectus, including but not limited to the risk factors set forth in “Risk Factors” in this prospectus. 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 pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable state securities laws in the United States. The Offer Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. December 31, 2020 EXPECTED TIMETABLE Time(1) Hong Kong Public Offering commence and WHITE and YELLOW Application Forms available from ...................9:00 a.m. on Thursday, December 31, 2020 Latest time for completing electronic applications under the HK eIPO White Form service through one of the below ways(2): (1) the IPO App, which can be downloaded by searching “IPO App” in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp (2) the designated website www.hkeipo.hk ......................11:30 a.m. on Friday, January 8, 2021 Application lists open(3) ......................................11:45 a.m. on Friday, January 8, 2021 Latest time for lodging WHITE and YELLOW Application Forms ........................................12:00 noon on Friday, January 8, 2021 Latest time for completing payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) .................................12:00 noon on Friday, January 8, 2021 Latest time for giving electronic application instructions to HKSCC(4) ............................................12:00 noon on Friday, January 8, 2021 Application lists close(3) .....................................12:00 noon on Friday, January 8, 2021 Expected Price Determination Date(5) ..........................Friday, January 8, 2021 Announcement of the Offer Price, the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares to be published on the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at www.roiserv.com(6)(8) ....................Thursday, January 14, 2021 Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document or business registration numbers, where appropriate) to be available through a variety of channels, including the website of the Stock Exchange at www.hkexnews.hk, the website of our Company at www.roiserv.com, the Hong Kong Public Offering allocation results telephone enquiry line and the special allocation results booklets as described in the paragraph headed “11. Publication of results” under the section headed “How to apply for Hong Kong Offer Shares” in this prospectus(8) .....................................Thursday, January 14, 2021 –i– EXPECTED TIMETABLE Results of allocations in the Hong Kong Public Offering will be available from the “IPO Results” function in the IPO App or at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult with a “search by ID or Business Registration Number” function from(8) ..................................................Thursday, January 14, 2021 H Share certificates (if applicable) in respect of wholly or partially successful applications to be despatched or deposited into CCASS on or before(7)(8)...............................Thursday, January 14, 2021 Despatch of refund cheques/HK eIPO White Form e-Auto Refund payment instructions in respect of wholly successful (where applicable) or wholly or partially successful applications will be despatched on or before(6)(8) ..................................................Thursday, January 14, 2021 Dealings in the H Shares on the Stock Exchange to commence at(8) .........................................9:00 a.m. on Friday, January 15, 2021 The application for the Hong Kong Public Offering will commence on Thursday, December 31, 2020 through Friday, January 8, 2021. Such time period is longer than the normal market practice of four days. The application monies (including brokerage fees, SFC transaction levy and Stock Exchange trading fee) will be held by the receiving bank on behalf of our Company and the refund monies, if any, will be returned to the applicant(s) without interest on Thursday, January 14, 2021.
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