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Global Offering

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Global Offering IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. ERNEST BOREL HOLDINGS LIMITED 依 波 路 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares in the Global Offering : 66,000,000 Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 6,600,000 Shares (subject to adjustment) Number of International Offer Shares : 59,400,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$3.46 per Offer Share, plus 1% brokerage, SFC transaction levy of 0.003%, and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal Value : HK$0.01 per Share Stock Code : 1856 Sole Sponsor, Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager 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’’ in Appendix V, 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 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 (for itself and on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or about 4 July 2014 and, in any event, unless otherwise announced, not later than 8 July 2014. The Offer Price will be no more than HK$3.46 and is currently expected to be no less than HK$2.54 unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$3.46 for each Offer Share together with a brokerage fee of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is lower than HK$3.46. The Sole Global Coordinator (on behalf of the Underwriters) may, where considered appropriate, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative offer price range below that which is 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 a case, an announcement will be published in the South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.ernestborel.ch not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. For further information, see 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 Offer Price is not agreed between the Sole Global Coordinator (for itself and on behalf of the Underwriters) and us on or before 8 July 2014, the Global Offering will not proceed and will lapse. 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. The obligations of the Hong Kong Underwriter 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 Underwriter) if certain grounds arise prior to 8:00 a.m. on the day that trading in the Shares commences on the Stock Exchange. Such grounds are set out in the section headed ‘‘ 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. 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 to outside the United States in accordance with Regulation S. 30 June 2014 EXPECTED TIMETABLE(1) Latest time to complete electronic application instructions under HK eIPO White Form service through the designated website www.hkeipo.hk(2) ...................11:30a.m.on4July2014 Application lists open(3) .................................11:45a.m.on4July2014 Latest time to lodge WHITE and YELLOW Application Forms(4) .... 12:00noonon4July2014 Latest time to complete payment of HK eIPO White Form applications by effecting internet banking transfer(s) orPPSpaymenttransfer(s)............................ 12:00noonon4July2014 Applicationlistsclose.................................. 12:00noonon4July2014 Expected Price Determination Date(5) ..................................4July2014 Announcement of . the Offer Price; . 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, to be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.ernestborel.ch onorbefore................10July2014 Results of allocations of the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels (see paragraph headed ‘‘Publication of results’’ in the section headed ‘‘How to Apply for Hong Kong Offer Shares’’ inthisprospectus)from.......................10July2014 Results of allocations in the Hong Kong Public Offering will be available at www.tricor.com.hk/ipo/result, with a ‘‘search by ID’’ function......................................10July2014 Dispatch of HK eIPO White Form e-Auto refund payment instructions/refund cheque(s) on or before(6) ...........................10July2014 Dispatch of share certificates on or before(6) ............................10July2014 Dealings in Shares on the Stock Exchange expected to commenceon.................................................11July2014 – i – EXPECTED TIMETABLE(1) Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. 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) Youwillnotbepermittedtosubmityourapplication through the designated website at www.hkeipo.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 at any time between 9:00 a.m. and 12:00 noon on 4 July 2014, the application lists will not open on that day. Further information is set out in the section headed ‘‘How to Apply for Hong Kong Offer Shares — Effect of bad weather on the opening of the application lists’’ in this prospectus. (4) If you apply by giving electronic application instructions to HKSCC, you should refer to the section headed ‘‘How to Apply for Hong Kong Offer Shares — Applying by giving electronic application instructions to HKSCC via CCASS’’ in this prospectus. (5) We expect to determine the Offer Price by agreement with the Sole Global Coordinator (on behalf of the Underwriters) on the Price Determination Date. The PriceDeterminationDateisexpectedtobeonoraround4 July 2014 and, in any event, not later than 8 July 2014. If, for any reason, the Offer Price is not agreed between the Sole Global Coordinator (on behalf of the Underwriters) and us by 8 July 2014, the Global Offering will not proceed. (6) We will issue refund cheque to you if your application is wholly or partially unsuccessful or if the Offer Price is less than the price per Offer Share payable on application. We will dispatch share certificates and refund cheque(s) by ordinary post to you at your own risk to the address you specified in your Application Form. If you have applied for 1,000,000 Hong Kong Offer Shares or more and have provided all information required in your Application Form, you may collect refund cheque(s) and/or share certificates from our Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’sRoadEast,HongKongfrom9:00a.m.to 1:00 p.m. on Thursday, 10 July 2014 or any other place and date we announce in the newspapers as the place and date of dispatch of share certificates/e-Auto Refund payment instructions/refund cheque(s). If you are an individual applicant, you may not authorise any other person to collect on your behalf. If you are a corporate applicant, you must attend by your authorised representative with your letter of authorisation stamped with your corporate chop.
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