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Prospectus, You Should Obtain Independent Professional Advice Evergreen Products Group Limited 訓修實業集團有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 1962 Global Offering Sole Sponsor Joint Global Coordinators Joint Bookrunners IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Evergreen Products Group Limited 訓修實業集團有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under : 184,500,000 Shares (comprising 153,750,000 the Global Offering new Shares and 30,750,000 Sale Shares, subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 18,450,000 Shares (subject to adjustment) Number of International Placing Shares : 166,050,000 Shares (comprising 135,300,000 new Shares and 30,750,000 Sale Shares, subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$1.90 per Offer Share plus brokerage of 1.0%, 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 : US$0.01 per Share Stock code : 1962 Sole Sponsor Joint Global Coordinators Joint Bookrunners and Joint Lead Managers Joint 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 and Available for Inspection” in Appendix V to 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 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), the Selling Shareholder and our Company on or about 4 July 2017 and, in any event, not later than 10 July 2017. The Offer Price will be not more than HK$1.90 per Offer Share and is currently expected to be not less than HK$1.65 per Offer Share, unless otherwise announced. Applicants applying for the Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$1.90 per 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 less than HK$1.90 per Offer Share. The Joint Global Coordinators (for themselves and on behalf of the Underwriters), with the consent of our Company and the Selling Shareholder, may reduce the indicative Offer Price range stated in this prospectus and/or reduce the number of Offer Shares being offered pursuant to the Global Offering at any time on or before the morning of the last day for lodging applications under the Hong Kong Public Offer. In such a case, notices of the reduction of the indicative Offer Price range and/or the number of Offer Shares will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the last day for lodging applications under the Hong Kong Public Offer. Further details are set out in the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. If, for any reason, the Offer Price is not agreed among the Joint Global Coordinators (for themselves and on behalf of the Underwriters), the Selling Shareholder and our Company on or before 10 July 2017 (Hong Kong time), the Global Offering (including the Hong Kong Public Offer) will not proceed and will lapse. 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 Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Please also see the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offer – Grounds for Termination” in this prospectus. 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 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, subject to certain exceptions, may not be offered, sold, pledged or transferred within the United States, or for the account or benefit of U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirement under the U.S. Securities Act. 29 June 2017 EXPECTED TIMETABLE If there is any change in the following expected timetable of the Hong Kong Public Offer, we will issue an announcement in Hong Kong to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and on the Stock Exchange’s website at www.hkexnews.hk and our website at www.epfhk.com. Latest time to complete electronic applications under HK eIPO White Form service through the designated website www.hkeipo.hk(2) ....................11:30 a.m. on Tuesday, 4 July 2017 Application lists open(3) ................................11:45 a.m. on Tuesday, 4 July 2017 Latest time for lodging WHITE and YELLOW Application Forms and giving electronic application instructions to HKSCC(4) ...................12:00 noon on Tuesday, 4 July 2017 Latest time to complete electronic applications under HK eIPO White Form service by effecting internet banking transfer(s) or PPS payment transfer(s) .............12:00 noon on Tuesday, 4 July 2017 Application lists close(3) ...............................12:00 noon on Tuesday, 4 July 2017 Expected Price Determination Date(5) .................................Tuesday, 4 July 2017 (1) Announcement of • the Offer Price; • the level of applications in the Hong Kong Public Offer; • the level of indications of interest in the International Placing; and • the basis of allotment of the Hong Kong Offer Shares, to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before ..............................................Tuesday, 11 July 2017 (2) Results of allocations in the Hong Kong Public Offer (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 – F. Publication of results” from .............Tuesday, 11 July 2017 (3) A full announcement containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk and on our website at www.epfhk.com from .....................................Tuesday, 11 July 2017 –i– EXPECTED TIMETABLE Results of allocations in the Hong Kong Public Offer will be available at www.tricor.com.hk/ipo/result with a “search by ID” function ...................................Tuesday, 11 July 2017 Despatch of Share certificates in respect of wholly or partially successful applications on or before (Notes 7 to 12)....................Tuesday, 11 July 2017 Despatch of e-Auto Refund payment instructions/refund cheques in respect of wholly successful (where applicable) or wholly or partially unsuccessful applications on or before (Notes 6, 8 to 12)........................................Tuesday, 11 July 2017 Dealings in Shares on the Stock Exchange to commence at 9:00 a.m. on ............................................Wednesday, 12 July 2017 Notes: (1) All dates and times refer to Hong Kong dates and times. (2) You will not be permitted to submit your application under HK eIPO White Form service through the designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting 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 for submitting applications, when the application lists close. (3) 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 Tuesday, 4 July 2017, the application lists will not open and close on that day. Please refer to the section headed “How to Apply for Hong Kong Offer Shares – E. Effect of Bad Weather on the Opening of the Application Lists” in this prospectus. If the application lists do not open and close on Tuesday, 4 July 2017, the dates mentioned in this section headed “Expected Timetable” may be affected. We will make an announcement in such event. (4) Applicants who apply by giving electronic application instructions to the HKSCC should refer to the section headed “How to Apply for Hong Kong Offer Shares – A. Applications for Hong Kong Offer Shares – 5. Applying by Giving Electronic Application Instructions to HKSCC via CCASS” in this prospectus. (5) The Price Determination Date, being the date on which the Offer Price is to be determined, is expected to be on or about Tuesday, 4 July 2017 and, in any event, not later than Monday, 10 July 2017.
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