Tsun Yip Holdings Limited 進業控股有限公司

IMPORTANT If you are in any doubt about any contents of this prospectus, you should obtain independent professional advice. Tsun Yip Holdings Limited App1A(1) 進業控股有限公司 (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 PLACING OF SHARES Number of Placing Shares : 24,800,000 Shares Placing Price : HK$1.28 per Placing Share App1A(15)(3)(c) Third (payable in full on application Schedule 9 plus brokerage of 1%, Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.004%) Nominal value : HK$0.01 per Share App1A(15)(3)(c) Stock code : 8356 Sponsor Sole Bookrunner and Lead Manager Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities R14.04 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 “Documents S342C delivered to the Registrar of Companies and available for inspection” in Appendix VI to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance. 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. Prior to making an investment decision, prospective investors should carefully consider all the information set out in this prospectus, including the risk factors set out in the section headed “Risk factors” in this prospectus. Prospective investors of the Placing Shares should note that the Sponsor and the Lead Manager (for itself and on behalf of the Underwriters), acting jointly, are entitled to terminate the obligations of the Underwriters under the Underwriting Agreement, by notice in writing to the Company given by the Sponsor and the Lead Manager (for itself and on behalf of the Underwriters), upon the occurrence of any of the events set forth under the sub-paragraph headed “Grounds for termination” under the paragraph headed “Underwriting arrangements” in the section headed “Underwriting” in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. 20 August 2010 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate companies to which a higher R14.05 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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. —i— EXPECTED TIMETABLE The Company will make an announcement on the Exchange Website if there is any change to the following expected timetable. 2010 (Note 1) Commencement of Placing ..........................................Friday, 20 August Announcement of the level of indication of interest in the Placing App1A(15)(3)(k) to be published on the Exchange Website on or about ....................Friday, 27 August Allotment of Placing Shares to placees on or about .......................Friday, 27 August Third Schedule 8 Deposit of certificates for the Placing Shares into CCASS (Note 2) ............Friday, 27 August Dealings in the Shares on GEM to commence on (Note 3) ..................Monday, 30 August App1A(22) Notes: 1. In this prospectus, all times and dates refer to Hong Kong local times and dates. 2. The Share certificates are expected to be issued in the name of HKSCC Nominees Limited or in the name of the placee(s) or their agent(s) as designated by the Underwriters. Share certificates for the Placing Shares to be distributed via CCASS App1A(15)(3)(g) will be deposited into CCASS on or about 27 August 2010 for credit to the respective CCASS participant’s stock accounts designated by the Underwriters, the placees or their agents, as the case may be. The Company will not issue any temporary documents of title. 3. All Share certificates will only become valid certificates of title when the Placing has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its term prior to 8:00 a.m. on the Listing Date. Details of the structure of the Placing, including the conditions thereto, are set out in the section headed “Structure and conditions of the Placing” in this prospectus. —ii— CONTENTS You should rely only on the information contained in this prospectus to make your investment decision. The Company, the Sponsor, the Lead Manager and the Underwriters have not authorised anyone to provide you with information that is different from what is contained in this prospectus. Any information or representation not made in this prospectus must not be relied on by you as having been authorised by the Company, the Sponsor, the Lead Manager, the Underwriters, any of their respective directors or affiliates of any of them or any other person or parties involved in the Placing. The contents on the website at http://www.tsunyip.hk, which is the website of the Company, do not form part of this prospectus. Page CHARACTERISTICS OF GEM .............................................. i EXPECTED TIMETABLE .................................................. ii SUMMARY .............................................................. 1 DEFINITIONS ............................................................ 18 RISK FACTORS .......................................................... 25 INFORMATION ABOUT THIS PROSPECTUS AND THE PLACING ................ 34 DIRECTORS ............................................................. 37 PARTIES INVOLVED IN THE PLACING ..................................... 38 CORPORATE INFORMATION .............................................. 40 INDUSTRY OVERVIEW ................................................... 41 LICENCING AND OTHER REQUIREMENTS FOR GOVERNMENT PROJECTS ...... 54 ENVIRONMENTAL PROTECTION LAWS AND REGULATIONS.................... 68 HISTORY AND DEVELOPMENT ............................................ 70 — iii — CONTENTS Page BUSINESS Business overview ..................................................... 76 Competitive strengths ................................................... 77 Licences/registration held by the Group ..................................... 80 Awards and accreditation ................................................ 81 Contracts completed and contracts in progress ................................ 82 Operations ........................................................... 89 Inventory control ...................................................... 98 Quality assurance ...................................................... 98 Safety policy ......................................................... 99 Competition .......................................................... 106 Property interests ...................................................... 106 Insurance ............................................................ 107 Relationship with MHCC/MHWE .......................................... 107 Litigation and claim .................................................... 112 Environmental matters .................................................. 112 Intellectual property rights ............................................... 113 CONNECTED TRANSACTIONS ............................................. 114 FUTURE PLANS AND USE OF PROCEEDS .................................... 118 DIRECTORS, SENIOR MANAGEMENT, BOARD COMMITTEES AND STAFF ....... 127 CONTROLLING SHAREHOLDERS AND SUBSTANTIAL SHAREHOLDERS ......... 135 SHARE CAPITAL ......................................................... 144 FINANCIAL INFORMATION ............................................... 147 UNDERWRITING ......................................................... 174 STRUCTURE AND CONDITIONS OF THE PLACING ........................... 180 —iv— CONTENTS Page APPENDICES I Accountants’ Report ................................................... I-1 II Unaudited pro forma financial information ................................. II-1 III Property valuation ....................................................III-1 IV Summary of the constitution of the Company and Cayman Islands company law ......................................IV-1 V Statutory and general information ........................................ V-1 VI Documents delivered to the Registrar of Companies and available for inspection ...........................................VI-1 —v— SUMMARY This summary aims to give you an overview of the information contained in this prospectus. As it is a summary, it does not contain all the information that may be important to you. You should read the whole document before you decide to invest in the Placing Shares. There are risks associated with any investment. Some of the particular

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