China Huiyuan Juice Group Limited 中國滙源果汁集團有限公司* (於開曼群島註冊成立之有限公司) (股份代號:1886)
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香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責,對其準確性或完整性亦不發表 任何聲明,並明確表示,概不對因本公告全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任 何責任。 本公告並不構成在美國或任何在根據該地證券法進行登記或取得資格前就證券買賣進行要約、遊說或銷售即屬違 法之司法管轄權區銷售證券的要約或遊說購買證券的要約。在未辦理登記手續或未獲適用的登記規定豁免的情況 下,不得在美國發售或出售證券。凡在美國公開發售任何證券,均須以刊發發售章程之方式進行。有關發售章程 將載有提出要約之公司、其管理層及財務報表之詳盡資料。本公司無意在美國公開發售任何證券。 CHINA HUIYUAN JUICE GROUP LIMITED 中國滙源果汁集團有限公司* (於開曼群島註冊成立之有限公司) (股份代號:1886) 海外監管公告 本海外監管公告乃根據香港聯合交易所有限公司(「聯交所」)證券上市規則(「上市規則」) 第13.10B條作出。 茲提述中國滙源果汁集團有限公司(「本公司」)日期為二零一五年六月三十日有關債券發 行的公告(「該公告」)。除另有界定者,本公告所用詞彙與該公告所界定者具相同涵義。 請參閱隨附日期為二零一五年六月三十日有關債券發行的發售備忘錄(「發售備忘錄」), 該發售備忘錄已於二零一五年七月七日於愛爾蘭證券交易所的網站發佈。 於聯交所網站登載發售備忘錄,僅為向香港投資者進行同等的資訊傳達及遵守上市規 則第13.10B條的規定,此外並無任何其他目的。 發售備忘錄並不構成向任何司法管轄權區之公眾要約出售任何證券的發售章程、通告、 通函、宣傳冊或廣告,亦不構成對公眾認購或購買任何證券的要約邀請,亦不被視為邀 請公眾作出認購或購買任何證券的要約。發售備忘錄不得被視為對認購或購買本公司任 何證券的勸誘,亦無意進行有關勸誘。投資決策不應以發售備忘錄所載之資訊為基準。 承董事會命 中國滙源果汁集團有限公司 主席 朱新禮 香港,二零一五年七月七日 於本公告日期,本公司董事包括執行董事朱新禮先生、朱聖琴女士及崔現國先生;非執行董事閻焱先生;獨立 非執行董事趙亞利女士、宋全厚先生、梁民傑先生及趙琛先生。 * 僅供識別 IMPORTANT NOTICE NOT FOR DISTRIBUTION IN THE UNITED STATES IMPORTANT: You must read the following before continuing. The following applies to the attached document following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the attached document. In accessing the attached document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR AN SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE ATTACHED DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. The attached document is not a prospectus for the purposes of the European Union’s Directive 2003/71/EC (and any amendments thereto) as implemented in member states of the European Economic Area (the “EU Prospectus Directive”). The attached document has been prepared on the basis that all offers of the securities described herein made to persons in the European Economic Area will be made pursuant to an exemption under the EU Prospectus Directive from the requirement to produce a prospectus in connection with offers of the securities. CONFIRMATION AND YOUR REPRESENTATION: IN ORDER TO BE ELIGIBLE TO VIEW THE ATTACHED DOCUMENT OR MAKE AN INVESTMENT DECISION WITH RESPECT TO THE SECURITIES, INVESTORS MUST BE (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OUTSIDE THE UNITED STATES. BY ACCEPTING THE ELECTRONIC TRANSMISSION AND ACCESSING THE ATTACHED DOCUMENT, YOU SHALL BE DEEMED TO HAVE REPRESENTED TO ABCI CAPITAL LIMITED, CITIGROUP GLOBAL MARKETS LIMITED AND BANK OF CHINA LIMITED (COLLECTIVELY, THE “INITIAL PURCHASERS”) THAT (1) YOU ARE OUTSIDE THE UNITED STATES AND, TO THE EXTENT YOU PURCHASE THE SECURITIES DESCRIBED IN THE ATTACHED DOCUMENT, YOU WILL BE DOING SO IN AN OFFSHORE TRANSACTION, AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”), IN COMPLIANCE WITH REGULATION S; AND (2) THAT YOU CONSENT TO DELIVERY OF SUCH DOCUMENT BY ELECTRONIC TRANSMISSION. The communication of the attached document and any other document or materials relating to the issue of the securities offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”), or within Article 49(2)(a) to (d) of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the securities offered hereby are only available to, and any investment or investment activity to which the attached document relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on the attached document or any of its contents. You are reminded that the attached document has been delivered to you on the basis that you are a person into whose possession the attached document may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of the attached document to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of the issuer in such jurisdiction. The attached document has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of the Initial Purchasers, or any person who controls any of them or any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the attached document distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers. You are responsible for protecting against viruses and other destructive items. Your use of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. OFFERING MEMORANDUM China Huiyuan Juice Group Limited (incorporated in the Cayman Islands with limited liability) €200,000,000 1.55% Credit Enhanced Bonds due 2018 with the benefit of an irrevocable Standby Letter of Credit provided by Agricultural Bank of China Limited New York Branch Issue Price: 99.916% The 1.55% Credit Enhanced Bonds due 2018 in the aggregate principal amount of €200,000,000 (the “Bonds”) will be issued by China Huiyuan Juice Group Limited (the “Company”). Payments of principal and interest in respect of the Bonds will have the benefit of an irrevocable standby letter of credit (the “Standby Letter of Credit”) denominated in Euro and issued by Agricultural Bank of China Limited New York Branch (the “LC Bank”), a form of which is attached hereto as Appendix A. Interest on the Bonds is payable annually in arrear in each year, with the first interest payment date on July 7, 2016. Payments on the Bonds will be made without deduction for or on account of taxes of the Cayman Islands, the British Virgin Islands, Hong Kong or the People’s Republic of China to the extent described under “Terms and Conditions of the Bonds— Taxation.” The Bonds constitute direct, unsubordinated, unconditional and unsecured obligations of the Company and shall at all times rank pari passu and without any preference or priority among themselves. Unless previously redeemed, or purchased and cancelled, the Bonds will be redeemed at their principal amount on July 7, 2018. The Bonds are subject to redemption, in whole, but not in part, at their principal amount, together with interest accrued to the date fixed for redemption, at the option of the Issuer at any time in the event of certain changes affecting taxes of the Cayman Islands, the British Virgin Islands, Hong Kong or the People’s Republic of China. At any time following the occurrence of a Change of Control (as defined herein), the holder of any Bond will have the right, at such holder’s option, to require the Company to redeem all, but not some, of that holder’s Bonds at 100% of their principal amount, together with accrued interest to but excluding the Change of Control Put Date (as defined herein). See “Terms and Conditions of the Bonds—Redemption and Purchase.” For a more detailed description of the Bonds, see “Terms and Conditions of the Bonds” beginning on page 36. Investing in the Bonds involves risks. See “Risk Factors” beginning on page 13. The Bonds and the Standby Letter of Credit have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and, subject to certain exceptions, may not be offered or sold within the United States. The Bonds and the Standby Letter of Credit are being offered only outside the United States in reliance on Regulation S under the Securities Act.