Sinic Holdings
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(Incorporated in the Cayman Islands with limited liability) Stock Code: 2103 GLOBAL OFFERING Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. Sinic Holdings (Group) Company Limited 新力控股(集團)有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under : 529,412,000 Shares (subject to the the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 52,942,000 Shares (subject to adjustment) Number of International Offer Shares : 476,470,000 Shares (subject to adjustment and the Over-allotment Option) Offer Price (subject to a Downward Offer : Not more than HK$4.25 and not less than Price Adjustment) HK$3.30 per Hong Kong Offer Share, plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) (If the Offer Price is set at 10% below the bottom end of the indicative Offer Price range after making a Downward Offer Price Adjustment, the Offer Price will be HK$2.97 per Hong Kong Offer Share) Nominal value : HK$0.01 per Share Stock code : 2103 Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers 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 VI — Documents Delivered to the Registrar of Companies and Available for Inspection” to this prospectus, has been registered with 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 of the other documents referred to above. The Offer Price is expected to be fixed by agreement between the Joint Representatives (for themselves and on behalf of the Underwriters) and our Company on the Price Determination Date. The Price Determination Date is expected to be on or around Friday, November 8, 2019 and, in any event, no later than Tuesday, November 12, 2019. The Offer Price will be no more than HK$4.25 per Offer Share and is currently expected to be no less than HK$3.30 per Offer Share (subject to a Downward Offer Price Adjustment) unless otherwise announced. Investors applying for Offer Shares must pay, on application, the maximum Offer Price of HK$4.25 per Share, unless otherwise announced, together with brokerage fee of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is less than HK$4.25 per Offer Share. The Joint Representatives (for themselves and on behalf of the Underwriters) may, with our Company’s consent, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative Offer Price range below that 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 the Hong Kong Economic Times (in Chinese), and on the Hong Kong Stock Exchange’s website at www.hkexnews.hk and on our Company’s website at www.sinicdc.com no later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Further details are set out in “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares”. If, for any reason, the Offer Price is not agreed between the Joint Representatives (for themselves and on behalf of the Underwriters) and our Company on or before Tuesday, November 12, 2019, the Global Offering will not proceed and will lapse. For more information, see “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination”. 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 in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares may be offered, sold or delivered outside of the United States in accordance with Regulation S under the U.S. Securities Act. October 30, 2019 EXPECTED TIMETABLE(1) Hong Kong Public Offering commences and WHITE and YELLOW Application Forms available from ........................9:00 a.m. on Wednesday, October 30, 2019 Latest time for completing electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(2) ...............11:30 a.m. on Friday, November 8, 2019 Application lists open(3) .....................11:45 a.m. on Friday, November 8, 2019 Latest time for lodging WHITE and YELLOW Application Forms ..........12:00 noon on Friday, November 8, 2019 Latest time for completing payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) ................12:00 noon on Friday, November 8, 2019 Latest time for giving electronic application instructions to HKSCC(4) ...........................12:00 noon on Friday, November 8, 2019 Application lists close(3) ....................12:00 noon on Friday, November 8, 2019 Expected Price Determination Date(5) ......................Friday, November 8, 2019 Where applicable, announcement of the Offer Price being set below the bottom end of the indicative Offer Price range after making a Downward Offer Price Adjustment (see the section headed “Structure of the Global Offering – Pricing and Allocation”) in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), and on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.sinicdc.com on or before ......Tuesday, November 12, 2019 Announcement of: (1) the final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and basis of allocation of the Hong Kong Offer Shares under the Hong Kong Public Offering to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before ..................................Thursday, November 14, 2019 –i– EXPECTED TIMETABLE(1) (2) the results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels as described in the section headed “How to Apply for Hong Kong Offer Shares — 11. Publication of Results” in this prospectus ..............................Thursday, November 14, 2019 (3) the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.sinicdc.com(6) .............Thursday, November 14, 2019 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/Allotment; Chinese https://www.eipo.com.hk/zh-hk/Allotment) with a “search by ID” function from .....................Thursday, November 14, 2019 Dispatch/collection of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(7) .......Thursday, November 14, 2019 Dispatch/collection of refund cheques and White Form e-Refund payment instructions in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(8) .......................................Thursday, November 14, 2019 Dealings in the Shares on the Hong Kong Stock Exchange expected to commence at ..................................9:00 a.m. on Friday, November 15, 2019 The application for the Hong Kong Public Offer Shares will commence on Wednesday, October 30, 2019 through Friday, November 8, 2019, being longer than normal market practice of four days. The application monies (including the brokerages, SFC transaction levies and Hong Kong Stock Exchange trading fees) will be held by the receiving banks on behalf of the Company and the refund monies, if any, will be returned to the applicants without interest on Thursday, November 14, 2019. Investors should be aware that the dealings in the Shares on the Hong Kong Stock Exchange are expected to commence on Friday, November 15, 2019. –ii– EXPECTED TIMETABLE(1) Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. (2) 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 lodging 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 of lodging applications, when the application lists close.