Global Offering
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興證國際金融集團有限公司 China Industrial Securities International Financial Group Limited (Incorporated in the Cayman Islands with limited liability) Stock code : 8407 GLOBAL OFFERING Joint Sponsors and Joint Global Coordinators Joint Bookrunners and Joint Lead Managers Зࡋ⳪暲 @.54-:'//4:+84':/54'2 IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. China Industrial Securities International Financial Group Limited 興證國際金融集團有限公司 (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 GLOBAL OFFERING Number of Offer Shares under : 1,000,000,000 Shares (subject to the Over- the Global Offering allotment Option) Number of Hong Kong Offer Shares : 100,000,000 Shares (subject to adjustment) Number of International Offer Shares : 900,000,000 Shares (subject to adjustment and the Over-allotment Option) Offer Price : Not more than HK$1.39 per Offer Share (payable in full on application in Hong Kong dollars, subject to refund, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) and expected to be not less than HK$1.18 per Offer Share Nominal value : HK$0.10 per share Stock code : 8407 Joint Sponsors and Joint Global Coordinators Joint Bookrunners and Joint Lead Managers Зࡋ⳪暲 @.54-:'//4:+84':/54'2 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 paragraph headed “Documents Delivered to the Registrar of Companies and Available for Inspection” attached to 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 as to the contents of this prospectus or any other documents referred to above. 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, or for the account or benefit of U.S. persons, except that Offer Shares may be offered, sold or delivered outside the United States in offshore transactions in accordance with Regulation S. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (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, 12 October 2016 and, in any event, not later than Monday, 17 October 2016. The Offer Price will be not more than HK$1.39 and is currently expected to be not less than HK$1.18 unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$1.39 for each Share together with a 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 as finally determined should be lower than HK$1.39. If, for any reason, the Offer Price is not agreed by Monday, 17 October 2016 between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company, the Global Offering will not proceed and will lapse. Prior to making an investment decision, prospective investors should carefully consider all of the information set forth in this prospectus, including the risk factors set forth in the section headed “Risk Factors” in this prospectus. The Joint Global Coordinators (for themselves and on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares in the Global Offering and/or the indicative Offer Price range below that stated in this prospectus (which is HK$1.18 to HK$1.39 per Share) at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offer. In such a case, notices of the reduction in the number of Offer Shares in the Global Offering and/or the indicative Offer Price range will be published on the website of our Company at www.xyzq.com.hk and on the website of the Stock Exchange at www.hkexnews.hk not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offer. Further details are set forth in the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in 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 Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Please see the section “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offer – Grounds for Termination”. It is important that you refer to that section for further details. 30 September 2016 CHARACTERISTICS OF GEM CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“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(1) If there is any change in the following expected timetable of the Hong Kong Public Offer, we will issue an announcement on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.xyzq.com.hk. Hong Kong Public Offer commences and WHITE and YELLOW Application Forms available from ...................9:00 a.m. on Friday, 30 September 2016 Latest time to complete electronic applications under HK eIPO White Form service through the designated website www.hkeipo.hk(2) .............................11:30 a.m. on Wednesday, 5 October 2016 Application lists of the Hong Kong Public Offer open(3) ........11:45 a.m. on Wednesday, 5 October 2016 Latest time to lodge WHITE and YELLOW Application Forms...................................12:00 noon on Wednesday, 5 October 2016 Latest time to give electronic application instructions to HKSCC(4) .......................................12:00 noon on Wednesday, 5 October 2016 Latest time to complete payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) ..............................12:00 noon on Wednesday, 5 October 2016 Application lists of the Hong Kong Public Offer close .........12:00 noon on Wednesday, 5 October 2016 Expected Price Determination Date(5)..................................Wednesday, 12 October 2016 (1) Announcement of: • the final Offer Price; • an indication of the level of interest in the International Offering; • the level of applications in the Hong Kong Public Offer; and • the basis of allocation of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.xyzq.com.hk on or before(6) ..............Wednesday, 19 October 2016 –ii– EXPECTED TIMETABLE(1) (2) Announcement of results of allocations in the Hong Kong Public Offer (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels including the websites of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.xyzq.com.hk (see the section headed “How to Apply for Hong Kong Offer Shares – 11. Publication of results” in this prospectus) from......Wednesday, 19 October 2016 (3) A full announcement of the Hong Kong Public Offer containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk(6) and the Company’s website at www.xyzq.com.hk (7) from ...............Wednesday, 19 October 2016 Results of allocations for the Hong Kong Public Offer will be available at www.tricor.com.hk/ipo/result with a “search by ID Number/Business Registration Number” function from ...................Wednesday, 19 October 2016 Despatch/Collection of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offer on or before(8) .............Wednesday, 19 October 2016 Despatch/Collection of HK eIPO White Form e-Auto Refund payment instructions/ refund cheques on or before(9) ........................Wednesday, 19 October 2016 Dealings in Shares on GEM to commence on ...............Thursday, 20 October 2016 Notes: (1) All times and dates refer to Hong Kong local time and date, except as otherwise stated.