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Forward Fashion (International) Holdings Company Limited

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Forward Fashion (International) Holdings Company Limited Forward Fashion (International) Holdings Company Limited Forward Fashion (International) Holdings Company Limited (incorporated in the Cayman Islands with limited liability) Stock Code : 2528 Forward Fashion (International) Holdings Company Limited GLOBAL OFFERING Sole Sponsor Joint Global Coordinators and Joint Bookrunners Joint Bookrunners &+,1$6.<6(&85,7,(6/,0,7(' IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. Forward Fashion (International) Holdings Company Limited 尚晉(國際)控股有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares offered under : 100,000,000 Shares (subject to the the Global Offering Over-allotment Option) Number of International Placing Shares : 90,000,000 Shares (subject to reallocation and the Over-allotment Option) Number of Hong Kong Offer Shares : 10,000,000 Shares (subject to reallocation) Maximum Offer Price : HK$2.1 per Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$0.01 per Share Stock code : 2528 Sole Sponsor Joint Global Coordinators and Joint Bookrunners Joint Bookrunners &+,1$6.<6(&85,7,(6/,0,7(' 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, with the documents specified in the paragraph headed “Documents delivered to the Registrar of Companies in Hong Kong” in Appendix V 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 of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be determined by agreement between the Joint Global Coordinators (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 Monday, 6 January 2020 or such later date as may be agreed by the Joint Global Coordinators and our Company, but in any event not later than Tuesday, 7 January 2020. If, for any reason, the Offer Price is not agreed between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company on or before Tuesday, 7 January 2020, the Global Offering will not become unconditional and will lapse immediately. The Offer Price will not be more than HK$2.1 per Offer Share and is currently expected to be not less than HK$1.7 per Offer Share. Investors applying for Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$2.1 for each Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is lower than HK$2.1. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in the section headed “Risk factors” in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Global Coordinators (for themselves and on behalf of the Underwriters) if certain events shall occur prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Further detailsof the terms of such provisions are set out in the section headed “Underwriting” in this prospectus. The Share certificates for the Global Offering will only become valid certificates of title at 8:00 a.m. on Monday, 13 January 2020, provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting” of the prospectus has not been exercised or lapsed. 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 to, or for the account or benefit of US persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirement under the U.S. Securities Act. 30 December 2019 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable of the Global Offering, we will issue an announcement to be posted on the website of our Company at www.forward-fashion.com and the website of the Stock Exchange at www.hkexnews.hk. Date and time(1) 2020 Latest time to complete electronic applications under the HK eIPO White Form services through (1) the designated website at www.hkeipo.hk(2) or (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 ...............11:30 a.m. on Friday, 3 January Application lists open(3)..............................................11:45 a.m. on Friday, 3 January Latest time for lodging WHITE and YELLOW Application Forms and giving electronic application instructions to HKSCC(4) ................................12:00 noon on Friday, 3 January Latest time to complete payment of HK eIPO White Form applications by effecting internet banking transfers(s) or PPS payment transfer(s)................................12:00 noon on Friday, 3 January Application lists close(3) .............................................12:00 noon on Friday, 3 January Expected Price Determination Date(5) ...............................Monday, 6 January Announcement of the Offer Price, the indication of levels of interest in the International Placing, the level of applications in respect of the Hong Kong Public Offering and the basis of allotment of the Hong Kong Offer Shares under the Hong Kong Public Offering to be published on the website of our Company at www.forward-fashion.com(6) and on the website of the Stock Exchange at www.hkexnews.hk on or before ......................................................Friday, 10 January –i– EXPECTED TIMETABLE(1) Date and time(1) 2020 Results of allocations in the Hong Kong Public Offering (with 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” in this prospectus including the website of our Company at www.forward-fashion.com(6) and on the website of the Stock Exchange at www.hkexnews.hk from..............................Friday, 10 January Results of allocations in the Hong Kong Public Offering will be available at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult or in the IPO App with a “search by ID Number/Business Registration Number” function from ...........Friday, 10 January Despatch/Collection of share certificates or deposit of share certificates into CCASS in respect of wholly or partially successful Applications pursuant to the Hong Kong Public Offering on or before(5, 7, 9) ......................Friday, 10 January Despatch/Collection of refund cheques and HK eIPO White Form e-Auto Refund payment instructions in respect of wholly successful (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(5, 7, 8)................................Friday, 10 January Dealings in Shares on the Main Board of the Stock Exchange are expected to commence at 9:00 a.m. on ................Monday, 13 January 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 “The Structure of the Global Offering” in this prospectus. If there is any change in this expected timetable, an announcement will be published on the website of our Company at www.forward-fashion.com and the website of the Stock Exchange at www.hkexnews.hk. (2) You will not be permitted to submit your application to the HK eIPO White Form Service Provider through the designated website at www.hkeipo.hk or the IPO App after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained a payment 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 money) until 12:00 noon on the last day for submitting applications, when the application lists close. (3) If there is/are a “black” rainstorm warning, a tropical cyclone warning signal number 8 or above and/or Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, 3 January 2020, the application lists will not open or close on that day. Please refer to the paragraph headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather and Extreme Conditions on the Opening and the Closing –ii– EXPECTED TIMETABLE(1) of the Application Lists” in this prospectus. If the application lists do not open and close on Friday, 3 January 2020, the dates mentioned in this section headed “Expected Timetable” may be affected. We will make a press announcement in such event. (4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to the paragraph headed “How to apply for Hong Kong Offer Shares – 6.
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