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20141125005 E.Pdf IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Feiyu Technology International Company Ltd. 飛魚科技國際有限公司 (Incorporated in the Cayman Islands with limited liability) Global Offering Number of Offer Shares under the Global : 300,000,000 Shares (subject to the Over-allotment Offering Option) Number of Hong Kong Offer Shares : 30,000,000 Shares (subject to adjustment) Number of International Offer Shares : 270,000,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$2.55 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 dollars and subject to refund) Nominal value : US$0.0000001 per Share Stock code : 1022 Joint Sponsors Joint Global Coordinators and Joint Bookrunners (in alphabetical order) Joint Lead Managers (in alphabetical order) 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, with the documents specified in the section headed “AppendixV—Documents Delivered to the Registrar of Companies and Available for Inspection” herein, has been registered with 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 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 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 Friday, November 28, 2014 and, in any event, not later than Wednesday, December 3, 2014. The Offer Price will not be more than HK$2.55 and is currently expected to be not less than HK$1.85. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$2.55 for each Hong Kong Offer Share together with a brokerage of 1%, an SFC transaction levy of 0.0027% and a Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$2.55 per Offer Share. The Joint Global Coordinators, on behalf of the Underwriters, may, with our consent, reduce the number of Offer Shares and/or the indicative Offer Price range below that stated in this prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such case, notices of the reduction in the number of Offer Shares and/or the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Such notice will also be available at the website of the Stock Exchange at www.hkexnews.hk and our website at www.feiyuhk.com. Further details are set out in the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. If, for any reason, the Joint Global Coordinators (on behalf of the Underwriters) and us are unable to reach an agreement on the Offer Price by Wednesday, December 3, 2014, the Global Offering will not become unconditional and will lapse immediately. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus and the related Application Forms, including the risk factors set out in the section headed “Risk Factors” in this prospectus. Prospective investors of the Hong Kong Offer Shares should note that the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe, and to procure subscribers for, the Hong Kong Offer Shares, are subject to termination by the Joint Global Coordinators (on behalf of the Underwriters) if certain events shall occur prior to 8:00 a.m. on the day on which trading in the Shares commences on the Stock Exchange. Such grounds are set out in the section headed “Underwriting” in this prospectus. It is important that you refer to that section for further details. 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 to, or for the account or benefit of U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirement under the U.S. Securities Act. The Offer Shares are being offered and sold (1) to qualified institutional buyers in reliance on Rule 144A or another exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. November 25, 2014 EXPECTED TIMETABLE (NOTE 1) If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published in the South China Morning Post (in English), and in the Hong Kong Economic Times (in Chinese). Latest time to complete electronic applications under White Form eIPO service through the designated website at www.eipo.com.hk(note 2) ..................11:30 a.m. on Friday, November 28, 2014 Application lists open(note 3) ....................................11:45 a.m. on Friday, November 28, 2014 Latest time for lodging WHITE, YELLOW Application Forms and giving electronic application instructions to HKSCC(note 4) ...........................................12:00 noon on Friday, November 28, 2014 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, November 28, 2014 Application lists close(note 3) ...................................12:00 noon on Friday, November 28, 2014 Expected Price Determination Date(note 5) ....................Friday, November 28, 2014 (1) 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 allotment under the Hong Kong Public Offering to be published in the South China Morning Post (in English) and in the Hong Kong Economic Times (in Chinese) on or before ......................................Thursday, December 4, 2014 (2) 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. (See “How to Apply for Hong Kong Offer Shares — 11. Publication of Results” in this prospectus) from ....................Thursday, December 4, 2014 (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.feiyuhk.com from ............................................Thursday, December 4, 2014 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function ......Thursday, December 4, 2014 i EXPECTED TIMETABLE (NOTE 1) Dispatch of Share certificates or deposit of the Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(note 6) ..........Thursday, December 4, 2014 Dispatch of White Form e-refund payment instructions/refund checks in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(note 6) ........Thursday, December 4, 2014 Dealings in Shares on the Stock Exchange to commence on .......................................Friday, December 5, 2014 Notes: (1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure of the Global Offering” in this prospectus. (2) 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. (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 Friday, November 28, 2014, the application lists will not open and will close on that day. Further information is set out in the sub-section headed “How to Apply for Hong Kong Offer Shares — Effect of Bad Weather on the Opening of the Applications Lists” in this prospectus. (4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC via CCASS should refer to the sub-section headed “How to Apply for Hong Kong Offer Shares — Applying by Giving Electronic Application Instructions to HKSCC via CCASS” in this prospectus.
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