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Zonbong Landscape Environmental Limited 中邦園林環境股份有限公司

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Zonbong Landscape Environmental Limited 中邦園林環境股份有限公司 Project Landsacpe Cover 31.8mm_E_output.pdf 1 17/12/2020 23:18:23 C M Y CM MY CY CMY K IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. ZONBONG LANDSCAPE ENVIRONMENTAL LIMITED 中邦園林環境股份有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under : 68,750,000 Shares (comprising 55,000,000 new Shares the Global Offering and 13,750,000 Sale Shares, and subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 6,876,000 Shares (subject to reallocation) Number of International Placing Shares : 61,874,000 Shares (comprising 48,124,000 new Shares and 13,750,000 Sale Shares, and subject to the Over-allotment Option and reallocation) Maximum Offer Price : HKD2.42 per Offer Share (payable in full upon application in Hong Kong dollars and subject to refund on final pricing), plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% Nominal Value : HKD0.001 per Share Stock code : 1855 Sole Sponsor Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager Joint Bookrunners and Joint Lead Managers 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 “Appendix V — Documents Delivered to the Registrar of Companies and Available for Inspection” in 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 of Hong Kong 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. Please refer to the section headed “Risk Factors” for a discussion of certain risks that you should consider in connection with an investment in the Offer Shares. The Offer Price is expected to be fixed by the Price Determination Agreement between our Company, the Selling Shareholders and the Sole Global Coordinator (for itself and on behalf of the Underwriters) on the Price Determination Date, which is expected to be on or before Monday, 28 December 2020, or such later date or time as may be agreed by the Sole Global Coordinator (for itself and on behalf of the Underwriters), our Company, and the Selling Shareholders. The Offer Price will not be more than HKD2.42 per Offer Share and is expected to be not less than HKD1.90 per Offer Share. If our Company, the Selling Shareholders and the Sole Global Coordinator (for itself and on behalf of the Underwriter(s)) are unable to reach an agreement on the Offer Price by that date or time or such later date or time as agreed by our Company, the Selling Shareholders and the Sole Global Coordinator (for itself and on behalf of the Underwriters), the Global Offering will not become unconditional and will not proceed. Applicants for Hong Kong Offer Share are required to pay, on application, the maximum Offer Price of HKD2.42 for each Hong Kong Offer Share together with a brokerage fee of 1.0%, a SFC transaction levy of 0.0027% and a Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HKD2.42. The Sole Global Coordinator, for themselves and on behalf of the Underwriters, and with our consent may, where considered appropriate, reduce the number of Offer Shares in the Global Offering and/or the indicative Offer Price range below that is stated in this prospectus (which is HKD1.90 to HKD2.42) at any time 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 in the Global Offering and/or the indicative Offer Price range will be published on the website of our Company at www.zonbong.com and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk. 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. Our Company is incorporated under the laws of the Cayman Islands and its businesses are principally located in the People’s Republic of China. Potential investors should be aware of the differences in the legal, economic and financial systems between these countries and Hong Kong. Potential investors should also be aware that the regulatory frameworks in these countries are 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” and “Appendix III — Summary of the Constitution of Our Company and Cayman Islands Company Law” in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Sole Coordinator (for itself and on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Please refer to the paragraph headed “Underwriting — Grounds for termination” of this prospectus. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be offered, sold, pledged or transferred in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirement 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 of the United States as offshore transaction in reliance on Regulation S. * for identification purposes only 22 December 2020 EXPECTED TIMETABLE If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company’s website at www.zonbong.com. Latest time to complete electronic applications under eWhite Form service through the designated website at www.ewhiteform.com.hk(2) .................................11:30a.m.onMonday, 28 December 2020 Application lists open(3) .......................................11:45a.m.onMonday, 28 December 2020 Latest time to (a) lodge WHITE and YELLOW Application Forms, (b) complete payment for eWhite Form applications by effecting PPS payment transfers and (c) give electronic application instructions to HKSCC(4)...........12:00noon on Monday, 28 December 2020 Application lists close ........................................12:00noon on Monday, 28 December 2020 Expected Price Determination Date(5) ........................................Monday, 28 December 2020 Announcement of: • the Offer Price • the level of indications of interest in the International Placing • the level of applications in the Hong Kong Public Offering • the basis of allocation under the Hong Kong Public Offering to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company’s website at www.zonbong.com onorbefore..........................................Tuesday, 5 January 2021 –i– EXPECTED TIMETABLE Announcement of results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels (Please refer to the paragraph headed “How to Apply for Hong Kong Offer Shares — K. Publication of Results”) from .................Tuesday, 5 January 2021 Results of allocations in the Hong Kong Public Offering will be available at www.ewhiteform.com.hk/results with a “search by ID”functionfrom.....................................................Tuesday, 5 January 2021 Despatch/collection of share certificates, refund cheques/eWhite Form e-Refund payment instructions (if applicable) on or before(6)(7) ...........................................................Tuesday, 5 January 2021 Dealings in the Shares on the Hong Kong Stock Exchange expected to commence at ...................................9:00a.m.onWednesday, 6 January 2021 Notes: (1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates. If there is any change to the above expected timetable, our Company will make a separate announcement to inform investors accordingly. Details of the structure of the Global Offering, including its conditions, are set out in “Structure of the Global Offering” in this prospectus. (2) You will not be permitted to submit your application under the eWhite Form service through the designated website at www.ewhiteform.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. (3) 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 Monday, 28 December 2020, the application lists will not open and close on that day. Please refer to the paragraph headed “How to Apply for Hong Kong Offer Shares — J.
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