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Milan Station Holdings Limited 米蘭站控股有限公司 (Incorporated in the Cayman Islands with Limited Liability)

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Milan Station Holdings Limited 米蘭站控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) Milan Station Holdings Limited 米蘭站控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 1150 ® 米蘭站控股有限公司 Milan StationHoldingsLimited ® ® Milan Station Holdings Limited 米蘭站控股有限公司 GLOBAL OFFERING Sole Global Coordinator, Sole Bookrunner, Sole Lead Manager and Sole Sponsor IMPORTANT If you are in any doubt about the contents of this prospectus, you should obtain independent professional advice. MILAN STATION HOLDINGS LIMITED A1A-1 A1A-5 米蘭站控股有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING A1A-15(1) 3rd Sch 2 Number of Offer Shares : 162,500,000 Shares, including 108,414,000 Shares A1A-15(2)(a) offered by the Company and 54,086,000 A1A-23(1) Sale Shares (subject to adjustment and the Over-allotment Option) Number of Hong Kong Public Offer Shares : 16,252,000 Shares (subject to adjustment) Number of International Offer Shares : 146,248,000 Shares, including 92,162,000 Shares offered by the Company and 54,086,000 Sale Shares (subject to adjustment and the Over-allotment Option) Offer Price : Not more than HK$1.67 per Offer Share and not A1A-15(2)(c) less than HK$1.17 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong 3rd Sch(2)&(9) Kong dollars, and subject to refund) Nominal value : HK$0.01 per Share Stock code : 1150 Sole Global Coordinator, Sole Bookrunner, Sole Lead Manager and Sole Sponsor Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited LR11.20 take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any LR.17.02(4) liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. R19.08 A copy of this prospectus, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of S.342C(2) Companies and Available for Inspection” in Appendix VI to this prospectus, has been registered by the Registrar of Companies in Hong Kong as S.342C(1) required by section 342C of the Companies 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 among the Sole Global Coordinator, on behalf of the Underwriters, the Company and the I.E. Note 9 Selling Shareholder on the Price Determination Date. The Price Determination Date is expected to be on or around Tuesday, 17 May 2011 and, in any event, not later than 6:00 p.m. on Tuesday, 17 May 2011. The Offer Price will be not more than HK$1.67 per Share and is currently expected to be not less than HK$1.17 per Share unless otherwise announced. Investors applying for Hong Kong Public Offer Shares must pay, on application, the maximum Offer Price of HK$1.67 for each Offer Share together with a brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is less than HK$1.67 per Share. The Sole Global Coordinator, on behalf of the Underwriters, may, with the consent of the Company, reduce the number of Offer Shares and/or the indicative offer price range below that stated in this prospectus (which is HK$1.17 to HK$1.67 per Share) 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, 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 day which is the last day for lodging applications under the Hong Kong Public Offering. Such announcement will also be available at the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.milanstation.com.hk. If applications for Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong Public Offering, then even if the number of Offer Shares and/or the offer price range is so reduced such applications cannot be subsequently withdrawn. If, for any reason, the Offer Price is not agreed among the Company, the Selling Shareholder and the Sole Global Coordinator, on behalf of the Underwriters, by 6:00 p.m. on Tuesday, 17 May 2011, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. In such circumstances, an announcement will be made in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese). Such announcement will also be available at the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.milanstation.com.hk. 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 Underwriters under the Underwriting Agreements to subscribe for, and to procure applicants for the subscription for, the Hong Kong Public Offer Shares, are subject to termination by the Sole Global Coordinator (on behalf of the Hong Kong Underwriters) if certain circumstances grounds arise prior to 8:00 a.m. on the Listing Date. Such circumstances 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 carefully read that section for further details. S.342(1) 11 May 2011 EXPECTED TIMETABLE Date (Note 1) Latest time to complete electronic applications under A1A-15(2)(f) 3rd Sch 8 White Form eIPO service through the designated website www.eipo.com.hk (Note 2) ...................11:30 a.m. on Monday, 16 May 2011 Application Lists open (Note 3)........................11:45 a.m. on Monday, 16 May 2011 Latest time for lodging WHITE and YELLOW Application Forms and giving electronic application instructions to HKSCC (Note 4) ....................12:00 noon on Monday, 16 May 2011 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 Monday, 16 May 2011 Application Lists close (Note 3). ......................12:00 noon on Monday, 16 May 2011 Expected Price Determination Date (Note 5) ........................Tuesday, 17 May 2011 Announcement of (i) the Offer Price; (ii) an indication of I.E-Note13 A1A-15(2)(k) the level of interest in the International Offering; (iii) the level PN18(4.4) I.E. Note 13 of applications of the Hong Kong Public Offering; and (iv) the basis of allocation of the Hong Kong Public Offer Shares to be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese), the website of the Company at www.milanstation.com.hk and the website of the Stock Exchange at www.hkexnews.hk on ....................... Friday, 20 May 2011 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 the section headed “How to Apply for Hong Kong Public Offer Shares — 10. Results of Allocations” in this prospectus from .... Friday, 20 May 2011 Results of allocations in the Hong Kong Public Offering will also be available at www.iporesults.com.hk with a “search by ID” function ..................................Friday, 20 May 2011 Despatch of share certificates or deposit of the A1A-15(2)(g) share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before (Note 6) ................ Friday, 20 May 2011 —i— EXPECTED TIMETABLE Despatch of refund cheques in respect of wholly successful (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before (Note 7) ....... Friday, 20 May 2011 Despatch of White Form e-Refund payment instructions (if applicable) in respect of wholly and partially successful applications (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before (Note 7) ................. Friday, 20 May 2011 Dealings in Shares on the Stock Exchange A1A-22 to commence at ..................................9:00 a.m. on Monday, 23 May 2011 Notes: (1) All times refer to Hong Kong local time. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure of Global Offering” in this prospectus. (2) You will not be permitted to submit your application to the White Form eIPO Service Provider 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.
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