Global Offering
Total Page:16
File Type:pdf, Size:1020Kb
Sanxun Holdings Group Limited 三巽控股集團有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 6611 GLOBAL OFFERING Sole Sponsor and Sole Global Coordinator Joint Bookrunners IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. The application for the Hong Kong Offer Shares will commence on Wednesday, June 30, 2021 up to Monday, July 12, 2021, being longer than the normal market practice of 3.5 days. Sanxun Holdings Group Limited 三巽控股集團有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under : 165,000,000 Offer Shares (subject to the Global Offering the Over-allotment Option) Number of Hong Kong Offer Shares : 16,500,000 Offer Shares (subject to adjustment) Number of International Offer Shares : 148,500,000 Offer Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$5.20 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$0.00001 per Offer Share Stock code : 6611 Sole Sponsor and Sole Global Coordinator Joint Bookrunners CRIC SECURITIES CO. LTD 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 entitled “Appendix VI—Documents Delivered to the Registrar of Companies and Available for Inspection” in this prospectus, has been registered by 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 other document referred to above. The Offer Price is expected to be determined by agreement between the Sole Global Coordinator (for itself and on behalf of the other Underwriters) and our Company on or around Monday, July 12, 2021 and, in any event, not later than Friday, July 16, 2021. The Offer Price will be not more than HK$5.20 per Offer Share and is currently expected to be not less than HK$3.30 per Offer Share, unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, upon application, the maximum Offer Price of HK$5.20 per Offer Share for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$5.20 per Offer Share. If, for any reason, the Offer Price is not agreed by Friday, July 16, 2021 between the Sole Global Coordinator (for itself and on behalf of the other Underwriters) and us, the Global Offering will not proceed and will lapse. The Sole Global Coordinator (for itself and on behalf of the other Underwriters) may, where considered appropriate and with our consent, reduce the number of Hong Kong Offer Shares and/or the indicative Offer Price range below that stated in this prospectus (which is HK$3.30 to HK$5.20) at any time 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 Hong Kong Offer Shares and/or the indicative Offer Price range will be published on the website of the Stock Exchange at www.hkexnews.hk and on the website of our Company at www.sanxungroup.com not 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 forth in the sections entitled “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. If applications for Hong Kong Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong Public Offering, in the event that the number of Offer Shares and/or the indicative Offer Price range is so reduced, such applications can subsequently be withdrawn. 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 entitled “Risk Factors” in this prospectus. Prospective investors of the Hong Kong Offer Shares should note that the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe, and to procure subscribers for, the Hong Kong Offer Shares, are subject to termination by the Sole Global Coordinator (for itself and on behalf of the other Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section entitled “Underwriting—Underwriting Arrangements and Expenses—Hong Kong Underwriting Agreement—Grounds for termination” in this prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the US Securities Act and may not be offered, sold, pledged or transferred within the United States except in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws. The Offer Shares are being offered and sold only outside the United States in offshore transactions in accordance with Regulation S. June 30, 2021 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable, our Company will issue an announcement to be published on the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at www.sanxungroup.com. Hong Kong Public Offering commences and WHITE and YELLOW Application forms available from . 9:00 a.m. on Wednesday, June 30, 2021 Latest time to complete electronic applications under White Form eIPO service through the designated website at www.eipo.com.hk(2) ............ 11:30 a.m. on Monday, July 12, 2021 Application lists of the Hong Kong Public Offering open(3) .... 11:45 a.m. on Monday, July 12, 2021 Latest time of lodge WHITE and YELLOW Application Forms .................................. 12:00 noon on Monday, July 12, 2021 Latest time to give electronic application instructions to HKSCC(4) ....................................... 12:00 noon on Monday, July 12, 2021 Latest time to complete payment for White Form eIPO applications by effecting Internet banking transfer(s) or PPS payment transfer(s) ............ 12:00 noon on Monday, July 12, 2021 Application lists of the Hong Kong Public Offering close ..... 12:00 noon on Monday, July 12, 2021 Expected Price Determination Date(5) ...................... Monday, July 12, 2021 Announcement of 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 the basis of allocation of the Hong Kong Offer Shares on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.sanxungroup.com(6) on or before ......... Friday, July 16, 2021 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. See “How to Apply for Hong Kong Offer Shares” in this prospectus from ................................. Friday, July 16, 2021 –i– EXPECTED TIMETABLE(1) A full announcement containing the information above to be published on the website of the Stock Exchange at www.hkexnews.hk and on our Company’s website at www.sanxungroup.com from...........................Friday, July 16, 2021 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” ...........................Friday, July 16, 2021 Dispatch/collection of Share certificates or deposit of Share certificates into CCASS in respect of wholly or partially successful applications on or before(7) ............ Friday, July 16, 2021 Dispatch/collection of White Form e-Refund payment instructions and/or refund cheques (if applicable) in respect of wholly or partially unsuccessful applications on or before(8)(9)(10) ............... Friday, July 16, 2021 Dealings in the Shares on the Stock Exchange expected to commence at .............................. 9:00 a.m. on Monday, July 19, 2021 The application for the Hong Kong Offer Shares will commence from Wednesday, June 30, 2021 through to Monday, July 12, 2021. Such time period is longer than the normal market practice of 3.5 days. The application monies (including brokerage, SFC transaction levy and Stock Exchange trading fee) will be held by the receiving banks on behalf of our Company and the refund monies, if any, will be returned to the applicant(s) without interest on Friday, July 16, 2021. Investors should be aware that the dealings in the Shares on the Stock Exchange are expected to commence on Monday, July 19, 2021. Notes: (1) All times refer to Hong Kong local time. The above expected timetable is a summary only. Details of the structure of the Global Offering, including its conditions, are set out in the section entitled “Structure of the Global Offering” in this prospectus.