China Everbright Bank Company Limited Global Offering
Total Page:16
File Type:pdf, Size:1020Kb
CHINA EVERBRIGHT BANK COMPANY LIMITED GLOBAL OFFERING (A joint stock company incorporated in the People's Republic of China with limited liability) Stock Code : 6818 Joint Global Coordinators Joint Sponsors Joint Bookrunners CEB_IPO_cover_A025.indd 2 13年12月6日 下午5:43 IMPORTANT: If you are in doubt about any of the contents of this prospectus, you should obtain independent professional advice. China Everbright Bank Company Limited ʕΈɽვБٰ΅Ϟࠢʮ̡ (A joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares in the Global Offering : 5,080,000,000 H Shares (subject to the Offer Size Adjustment Option and the Over-allotment Option) Number of Offer Shares in the International Offering : 4,826,000,000 H Shares (subject to adjustment and the Offer Size Adjustment Option and the Over- allotment Option) Number of Hong Kong Offer Shares : 254,000,000 H Shares (subject to adjustment and the Offer Size Adjustment Option) Maximum Offer Price : HK$4.27 per H Share, plus 1% brokerage, SFC transaction levy of 0.003% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal Value : RMB1.00 per H Share Stock Code : 6818 Joint Global Coordinators Joint Sponsors 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 VIII – Documents Delivered to the Registrar of Companies and Available for Inspection,” has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Hong Kong Companies Ordinance. 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. We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the differences in the legal, economic and financial systems between the mainland of the PRC and Hong Kong and that there are different risk factors relating to investment in PRC-incorporated businesses. 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 Shares. Such differences and risk factors are set out in the sections headed “Risk Factors,” “Appendix V – Summary of Principal Legal and Regulatory Matters” and “Appendix VI – Summary of Articles of Association.” The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Global Coordinators (on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See “Underwriting – Grounds for Termination of the Hong Kong Underwriting Agreement.” The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around December 13, 2013 and, in any event, not later than December 19, 2013. The Offer Price will be no more than HK$4.27 per Offer Share and is currently expected to be no less than HK$3.83 per Offer Share unless otherwise announced. If, for whatever reason, the Offer Price is not agreed by December 19, 2013 between the Underwriters and us, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. The Joint Global Coordinators (on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative offer price range stated in this prospectus (which is HK$3.83 to HK$4.27 per H Share) 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, notices of the reduction in the number of Offer Shares and/or the indicated offer price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company at www.cebbank.com. Further details are set forth in the sections entitled “Structure of the Global Offering” and “How toApply for Hong Kong Offer Shares.” December 10, 2013 EXPECTED TIMETABLE(1) Application lists open(2) ...........................11:45a.m.onFriday,December 13, 2013 Latest time to lodge WHITE and YELLOW ApplicationForms .............................12:00noon on Friday, December 13, 2013 Latest time to give electronic application instructions to HKSCC(3) ........................12:00 noon on Friday, December 13, 2013 Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(4) ......................11:30 a.m. on Friday, December 13, 2013 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 Friday, December 13, 2013 Applicationlistsclose ............................12:00 noon on Friday, December 13, 2013 Expected Price Determination Date(5) ............................Friday, December 13, 2013 Announcement of the Offer Price . .After 4:30 p.m. on Friday, December 13, 2013 (1) Announcement of: • the level of applications in the Hong Kong Public Offering; • the level of indications of interest in the International Offering; and • the basis of allotment of the Hong Kong Offer Shares will be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and the Company’s website at www.cebbank.com on or before . .Thursday, December 19, 2013 (2) Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) will be available through a variety of channels (see “How to Apply for Hong Kong Offer Shares – How to Find Out if Your Application is Successful”) from . .Thursday, December 19, 2013 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk witha“searchbyID”function .......................... .Thursday, December 19, 2013 H Share certificates in respect of wholly or partially successful applications to be dispatched on or before(6) ...................Thursday, December 19, 2013 White Form e-Refund payment instructions/refund checks in respect of wholly successful (if applicable) or wholly or partially unsuccessful applications to be dispatched on or before(6)(7)(8) . .Thursday, December 19, 2013 Dealings in H Shares on the Hong Kong Stock Exchange expectedtocommenceon ............................... Friday, December 20, 2013 i EXPECTED TIMETABLE(1) Notes: (1) All times refer to Hong Kong local time, except otherwise stated. Details of the structure of the Global Offering, including conditions of the Hong Kong Public Offering, are set forth in “Structure of the Global Offering” in this prospectus. (2) If there is a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, December 13, 2013, the application lists will not open on that day. See “How to apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening of Application Lists” in this prospectus. (3) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to “How to Apply for Hong Kong Offer Shares – 6. Applying by Giving Electronic Application Instructions to the HKSCC via the CCASS” in this prospectus. (4) 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 prior to 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. (5) H Share certificates will only become valid certificates of title if the Global Offering has become unconditional and if neither of the Underwriting Agreements has been terminated in accordance with its terms. Investors who trade H Shares on the basis of publicly available allocation details prior to the receipt of H Share certificates or prior to the H Share certificates becoming valid certificates of title do so entirely at their own risk. (6 ) The Price Determination Date, being the date on which the Offer Price is to be determined, is expected to be on or around Friday, December 13, 2013, and in any event no later than Thursday, December 19, 2013. If, for any reason, the Offer Price is not agreed on or before Thursday, December 19, 2013, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. (7) Applicants who apply for 1,000,000 or more Hong Kong Offer Shares and have provided all information required by the Application Forms, may collect their H Share certificates (where applicable) or refund check (where applicable) from our H Share registrar, Computershare Hong Kong Investor Services Limited, from 9:00 a.m. to 1:00 p.m. on Thursday, December 19, 2013.