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俊盟國際控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) Stock Code: 8062

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俊盟國際控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) Stock Code: 8062 EFT Solutions Holdings Limited 俊盟國際控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 8062 PUBLIC OFFER AND PLACING Sole Sponsor Sole Bookrunner and Sole Lead Manager IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. EFT Solutions Holdings Limited 俊盟國際控股有限公司 (Incorporated in the Cayman Islands with limited liability) LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PUBLIC OFFER AND PLACING Number of Offer Shares : 120,000,000 Shares, comprising 96,000,000 New Shares and 24,000,000 Sale Shares Number of Placing Shares : 108,000,000 Shares, comprising 84,000,000 New Shares and 24,000,000 Sale Shares (subject to re-allocation) Number of Public Offer Shares : 12,000,000 New Shares (subject to re-allocation) Offer Price : Not more than HK$0.60 and expected to be not less than HK$0.40 per Offer 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 : 8062 Sole Sponsor Sole Bookrunner and Sole Lead Manager 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 the section 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 as to the contents of this prospectus or any of the other documents referred to above. The Offer Price is expected to be determined by agreement between the Sole Lead Manager (for itself and on behalf of the Underwriters) and us (for ourselves and on behalf of the Selling Shareholder) on or around Friday, 9 December 2016 or such later date as may be agreed by the Sole Lead Manager (for itself and on behalf of the Underwriters), and us (for ourselves and on behalf of the Selling Shareholder), and in any event no later than Tuesday, 13 December 2016. The Offer Price will not be more than HK$0.60 per Offer Share and is currently expected to be not less than HK$0.40 per Offer Share unless otherwise announced. Investors applying for the Public Offer Shares must pay, on application, the indicative maximum Offer Price of HK$0.60 per Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund. The Sole Lead Manager (for itself and on behalf of the Underwriters), with our consent, may reduce the indicative Offer Price range stated in this prospectus and/or the number of Offer Shares being offered at any time prior to the morning of the last day for lodging applications under the Public Offer. In such a case, a notice of the reduction of the indicative Offer Price range and/or the number of Offer Shares will be published on our website at www.eftsolutions.com and the website of the Stock Exchange at www.hkexnews.hk, not later than the morning of the last day for lodging applications under the Public Offer. If, for any reason, our Company (for ourselves and on behalf of the Selling Shareholder) and the Sole Lead Manager (for itself and on behalf of the Underwriters) are unable to reach an agreement on the Offer Price by that date or such later date as agreed by our Company (for ourselves and on behalf of the Selling Shareholder) and the Sole Lead Manager (for itself and on behalf of the Underwriters), the Share Offer will not proceed and will lapse. Prior to making an investment decision, prospective investors should carefully consider all the information set out in this prospectus, including the risk factors set out in the section headed “Risk factors” in this prospectus. Prospective investors of the Share Offer should note that the Sole Sponsor and/or the Sole Lead Manager (for itself and on behalf of the Underwriters) is entitled to terminate their obligations under the Underwriting Agreements by notice in writing to our Company, upon the occurrence of any of the events set forth under the sub-section headed “Underwriting – Underwriting arrangements and expenses – Public Offer – Grounds for termination” in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. 5 December 2016 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspaper. Accordingly, prospective investors should note that they need to have access to the website of the Stock Exchange at www.hkexnews.hk in order to obtain up-to-date information on GEM-listed issuers. –i– EXPECTED TIMETABLE Date (Note 1) Application lists open (Note 2) .....................................11:45 a.m. on Thursday, 8 December 2016 Latest time for lodging WHITE and YELLOW Application Forms and to give electronic application instructions to HKSCC (Note 3).........................12:00 noon on Thursday, 8 December 2016 Application lists of the Public Offer close ............................12:00 noon on Thursday, 8 December 2016 Expected Price Determination Date (Note 4)..................Friday, 9 December 2016 Announcement of the Offer Price, the level of indication of interest in the Placing, level of applications in the Public Offer and basis of allotment of the Public Offer Shares under the Public Offer to be published on our Company’s website at www.eftsolutions.com and the website of the Stock Exchange at www.hkexnews.hk on or before.....................Wednesday, 14 December 2016 Results of applications and Hong Kong identity card/ passport/Hong Kong business registration numbers of successful applicants under the Public Offer to be available through a variety of channels as described under the sub-section headed “How to apply for the Public Offer Shares – Publication of results” in this prospectus including our Company’s website at www.eftsolutions.com and the website of the Stock Exchange at www.hkexnews.hk on or before ......Wednesday, 14 December 2016 Results of allocations in the Public Offer will be available at www.ewhiteform.com.hk/results with a “search by ID” function on ..................Wednesday, 14 December 2016 Despatch/collection of Share certificates of the Offer Shares or deposit of Share certificates of the Offer Shares into CCASS in respect of wholly or partially successful applications under the Public Offer on or around (Notes 5 and 7) ..........Wednesday, 14 December 2016 Despatch/collection of refund cheques in respect of wholly successful (if applicable) and wholly or partially unsuccessful applications under the Public Offer on or around (Notes 6 and 7) ..........Wednesday, 14 December 2016 Dealings in the Shares on GEM to commence at................................................9:00 a.m. on Thursday, 15 December 2016 –ii– EXPECTED TIMETABLE Notes: 1 All times and dates refer to Hong Kong local time and dates unless otherwise stated in this prospectus. We will publish an announcement on the website of the Stock Exchange at www.hkexnews.hk and our website at www.eftsolutions.com if there is any change to the above expected timetable. 2 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. and 12:00 noon on Thursday, 8 December 2016, the application lists will not open or close on that day. Please refer to the sub-section headed “How to apply for the Public Offer Shares – 9. Effect of bad weather on the opening of the application lists” in this prospectus. If the application lists do not open and close on Thursday, 8 December 2016, the dates mentioned in this section headed “Expected timetable” may be affected. 3 Applicants who apply by giving electronic application instructions to HKSCC should refer to the section headed “How to apply for the Public Offer Shares – 5. Applying by giving electronic application instructions to HKSCC via CCASS” in this prospectus. 4 The Price Determination Date, being the date on which the Offer Price is to be determined, is expected to be on or around Friday, 9 December 2016.
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