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IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. Holly Futures (a joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name 弘業期貨股份有限公司 and carrying on business in Hong Kong as Holly Futures) GLOBAL OFFERING Number of Offer Shares under the : 249,700,000 H Shares (comprising Global Offering 227,000,000 H Shares to be offered by the Company and 22,700,000 H Shares to be offered by the Selling Shareholders, subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 24,970,000 H Shares (subject to reallocation) Number of International Placing Shares : 224,730,000 H Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$2.98 per H Share (payable in full upon application in Hong Kong dollars and subject to refund), plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% Nominal Value : RMB1.00 per H Share Stock Code : 3678 Sole Sponsor Guotai Junan Capital Limited Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager Guotai Junan Securities (Hong Kong) 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, having attached thereto the documents specified in “Appendix VII — Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection”, 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 of Hong Kong (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 for any other document referred to above. The Offer Price is expected to be determined by an agreement between our Company (for itself and on behalf of the Selling Shareholders) and the Sole Global Coordinator (on behalf of the Underwriters) on the Price Determination Date. The Price Determination Date is expected to be on or about Monday, 21 December 2015 and, in any event, not later than Monday, 28 December 2015. The Offer Price will be not more than HK$2.98 and is currently expected to be not less than HK$2.43 per Offer Share unless otherwise announced. The Sole Global Coordinator (on behalf of the Underwriters, and with our consent) may reduce the number of Offer Shares stated in this prospectus and/or the indicative Offer Price range stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering in which case, notice of such reduction will be published in the The Standard (in English) and the Hong Kong Economic Times (in Chinese), and will be posted on the website of the Stock Exchange (www.hkexnews.hk) and on the website of our Company (www.ftol.com.cn). 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 whatever reason, the Offer Price is not agreed between our Company (for itself and on behalf of the Selling Shareholders) and the Sole Global Coordinator (on behalf of the Underwriters) on or before Monday, 28 December 2015, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the differences in the legal, economic and financial systems between the PRC and Hong Kong, and the fact that there are different risks relating to investment in PRC-incorporated companies. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong, and should take into consideration the different market nature of the H Shares. Such differences and risk factors are set forth in the sections headed “Risk Factors”, “Regulatory Overview”, “Appendix IV — Summary of Principal Legal and Regulatory Provisions” and “Appendix V — Summary of Articles of Association” in 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 within the United States, except that the Offer Shares may be offered, sold and delivered outside the United States in reliance on Regulation S. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, Hong Kong Offer Shares are subject to termination by the Sole Global Coordinator (for themselves and on behalf of the Underwriters), if certain grounds arise at or prior to 8:00 a.m. (Hong Kong time) on the day dealings in the H Shares first commence on The Stock Exchange of Hong Kong Limited (such first dealing date is currently expected to be Wednesday, 30 December 2015). 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. 16 December 2015 EXPECTED TIMETABLE Date(1) Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk (2) ......................... 11:30 a.m. on Monday, 21 December 2015 Application lists open(3) ....................................... 11:45 a.m. on Monday, 21 December 2015 Latest time for lodging WHITE and YELLOW Application Forms ................................. 12:00 noon on Monday, 21 December 2015 Latest time to give electronic application instructions to HKSCC(4) .............................................. 12:00 noon on Monday, 21 December 2015 Latest time to complete payment for White Form eIPO applications by effecting Internet banking transfer(s) or PPS payment transfer(s) ................................... 12:00 noon on Monday, 21 December 2015 Application lists close ........................................ 12:00 noon on Monday, 21 December 2015 Expected Price Determination Date(5) ......................... Monday, 21 December 2015 Announcement of: • the final Offer Price; • the level of applications in the Hong Kong Public Offering; • the level of indications of interest in the International Placing; and • the basis of allotment of the Hong Kong Offer Shares will be published (a) in The Standard (in English) and the Hong Kong Economic Times (in Chinese); (b) on our website at www.ftol.com.cn(6) and the website of the Stock Exchange at www.hkexnews.hk(7) on .................Tuesday, 29 December 2015 Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) will be available through a variety of channels as described in “How to Apply for Hong Kong Offer Shares — Publication of Results” in this prospectus from ........................... Tuesday, 29 December 2015 —i— EXPECTED TIMETABLE Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) will be available at www.iporesults.com.hk with a “search by ID” function........ Tuesday, 29 December 2015 H Share certificates in respect of wholly or partially successful applications will be dispatched or deposited into CCASS on(8) ....................................... Tuesday, 29 December 2015 Refund cheques (if applicable) will be dispatched on(8)(10) ...................................... Tuesday, 29 December 2015 White Form e-Refund Payment Instructions will be dispatched on(8)(9) ................................ Tuesday, 29 December 2015 Dealings in H Shares on the Stock Exchange to commence at 9:00 a.m. on............................ Wednesday, 30 December 2015 Notes: (1) All dates and times refer to Hong Kong local time and dates unless otherwise stated. (2) If you have already submitted your application through the designated website at www.eipo.com.hk 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. 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. (3) If there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, 21 December 2015, the application lists will not open on that day. See “How to Apply for Hong Kong Offer Shares — Effect of Bad Weather on the Opening of the Application Lists.” (4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC should see “How to Apply for Hong Kong Offer Shares — Applying by Giving Electronic Application Instructions to HKSCC via CCASS.” (5) The Price Determination Date is expected to be on or about Monday, 21 December 2015 and in any event will not be later than Monday, 28 December 2015. If, for any reason, the Offer Price is not agreed on or before Monday, 28 December 2015, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. (6) None of the website or any of the information contained on the website forms part of this prospectus.
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