Asia-Express Logistics Holdings Limited 亞 洲 速 運 物 流 控 股 有 限
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IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Asia-express Logistics Holdings Limited 亞 洲 速運物 流 控 股 有 限 公 司 (incorporated in the Cayman Islands with limited liability) LISTING ON GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF SHARE OFFER Number of Offer Shares : 120,000,000 Shares Number of Placing Shares : 108,000,000 Shares (subject to reallocation) Number of Public Offer Shares : 12,000,000 Shares (subject to reallocation) Offer Price : Not more than HK$0.58 per Offer Share and expected to be not less than HK$0.42 per Offer Share plus brokerage of 1%, Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.0027% (payable in full on application, subject to refund on final pricing) Nominal value : HK$0.01 per Share Stock code : 8620 Sole Sponsor South China Capital Limited Joint Bookrunners and Joint Lead Managers China Tonghai Securities Limited Wealth Link Securities Limited South China Securities Limited 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, together with the documents specified in the section headed ‘‘Documents Delivered to the Registrar of Companies and Available for Inspection — Documents Delivered to the Registrar of Companies’’ in Appendix V to 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. Investors applying for the Public Offer Shares must pay, on application, the indicative maximum Offer Price of HK$0.58 per Offer Share together with brokerage of 1%, Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.0027%, subject to refund. The Offer Price is expected to be fixed by the Price Determination Agreement between the Joint Bookrunners (for themselves and on behalf of the Underwriters) and our Company on or about Thursday, 9 April 2020. If, for any reason, the Joint Bookrunners (for themselves and on behalf of the Underwriters) and our Company are unable to reach an agreement on the Offer Price by that date or such later date, the Share Offer will not become unconditional and will lapse immediately. In such case, an announcement willbe published by our Company on the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at www.asia-expresslogs.com not later than the morning of the last day for lodging applications under the Public Offer. The Offer Price is expected to be not more than HK$0.58 per Offer Share and not less than HK$0.42 per Offer Share. The Joint Bookrunners (for themselves and on behalf of the Underwriters) may, with the prior consent of our Company, reduce the indicative Offer Price range below that as stated in this prospectus at any time prior to the Price Determination Date. In such a case, a noticeofthe reduction in the indicative Offer Price range will be published on the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at www.asia-expresslogs.com not later than the morning of the last day for lodging applications under the Public Offer. 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 but not limited to the risk factors set out in the section headed ‘‘Risk Factors’’ in this prospectus. Prospective investors of the Share Offer should note that the Underwriters are entitled to terminate their obligations under the Underwriting Agreements by notice in writing to be given by the Joint Bookrunners (for themselves and on behalf of the Underwriters) upon the occurrence of any of the events set forth in the section headed ‘‘Underwriting — Underwriting Arrangements and Expenses — ThePublicOffer— Grounds for Termination’’ in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Should the Joint Bookrunners (for themselves and on behalf of the Underwriters) terminate the Underwriting Agreements, the Share Offer will not proceed and will lapse. 31 March 2020 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher 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. Given that companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to higher 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. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazette newspapers. Accordingly, prospective investors should note that they need to have access to the website of the Stock Exchange at www.hkexnews.hk in order to obtain up-to-date information on GEM-listed issuers. – i – EXPECTED TIMETABLE If there is any change in the following expected timetable of the Share Offer, an announcement will be published on the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at www.asia-expresslogs.com. Date(1) Public Offer commences and WHITE and YELLOW ApplicationFormsavailablefrom..................................... 9:00a.m.onTuesday, 31 March 2020 Latest time to complete electronic applications under HK eIPO White Form service through one of the below ways(2) (1) the designated website www.hkeipo.hk (2) the IPO App, which can be downloaded by searching ‘‘IPO App’’ in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp........................11:30a.m.onThursday, 9 April 2020 Application Lists for Public Offer open(3) ............................. 11:45a.m.onThursday, 9 April 2020 Latest time for lodging WHITE and YELLOW ApplicationForms................................................12:00noononThursday, 9 April 2020 Latest time to give electronic application instructions to HKSCC(4)..........................................12:00noononThursday, 9 April 2020 Latest time to complete payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPSpaymenttransfer(s)...........................................12:00noononThursday, 9 April 2020 Application Lists for Public Offer close(3) .............................12:00noononThursday, 9 April 2020 Expected Price Determination Date on or about(5) ....................... Thursday,9 April2020 – ii – EXPECTED TIMETABLE Date(1) Announcement of (i) the Offer Price; (ii) the indication of the level of interest in the Placing; (iii) the level of applications of the Public Offer; (iv) the basis of allocation of the Public Offer Shares; and (v) the number of Offer Shares reallocated, if any, between the Public Offer and the Placing to be published in our Company’s website at www.asia-expresslogs.com and the website of the Stock Exchange at www.hkexnews.hk onorbefore....................................... Friday,17April2020 Announcement of results of allocations in the Public Offer (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels including our Company’s website at www.asia-expresslogs.com and the website of the Stock Exchange at www.hkexnews.hk (for further details, please refer to the section headed ‘‘How to Apply for the Public Offer Shares — 11. Publication of results’’ in this prospectus) onorbefore......................................................... Friday,17April2020 Results of allocations in the Public Offer will be available at www.tricor.com.hk/ipo/result (or www.hkeipo.hk/IPOResult)orat‘‘Allotment Result’’ function in the IPO App with a ‘‘search by ID’’ functionfrom............ Friday,17April2020 Despatch/collection of refund cheques and e-Auto Refund payment instructions in respect of wholly or partially unsuccessful applications and wholly or partially successful applications (if applicable) in case the final Offer Price is less than the maximum Offer Price paid for the applications pursuant to the Public Offer on or before(7, 8, 9 &10) ..................... Friday,17April2020 Despatch/collection of Share certificates in respect of wholly or partially successful applications pursuant to the Public Offer on or before(6,7,8,9&11)........................... Friday,17April2020 Dealings in Shares on GEM expected to commence at9:00a.m.on.................................................... Monday,20April2020 The application for the Public Offer will commence on Tuesday, 31 March 2020 through Thursday, 9 April 2020. Such time period is longer than the normal market practice of four days. The application monies (including the brokerage, SFC transaction levy and Stock Exchange trading fee) will be held by the receiving bank on behalf of our Company and the refund monies, if any, will be returned to the applicant(s) without interest on Friday, 17 April 2020. Investors should be aware that the dealings in the Shares on the Stock Exchange are expected to commence on Monday, 20 April 2020. – iii – EXPECTED TIMETABLE Notes: 1. All times and dates refer to Hong Kong local time, except as otherwise stated.