Global Offering Global
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Project YS IPO_191219_op.pdf 1 20/12/2019 11:31 AM 新石文化投資有限公司 Stock code : 1740 GLOBAL OFFERING C 新石文化投資有限公司 M Y CM MY CY CMY K 新石文化投資有限公司 Sole Sponsor Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. Values Cultural Investment Limited 新石文化投資有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Total Number of Offer Shares : 250,000,000 Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 25,000,000 Shares (subject to reallocation) Number of International Placing Shares : 225,000,000 Shares (subject to reallocation and the Over-allotment Option) Offer Price : Not more than HK$0.74 per Offer Share and expected to be not less than HK$0.50 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 : US$0.000005 per Share Stock code : 1740 Sole Sponsor Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager Joint Bookrunners and Joint Lead Managers Joint Lead Managers 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 paragraph headed ‘‘Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection — Documents delivered to the Registrar of Companies in Hong Kong’’ in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required under section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 ofthe 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 the Price Determination Agreement between the Sole Global Coordinator (for itself and on behalf of the Underwriters) and our Company on or before Thursday, 9 January 2020 or such later time as may be agreed between the parties, but in any event, no later than Monday, 13 January 2020. The Offer Price will be not more than HK$0.74 per Offer Share and is currently expected to be not less than HK$0.50 per Offer Share, unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$0.74 for each 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 is lower than HK$0.74 per Offer Share. The Sole Global Coordinator (for itself and on behalf of the Underwriters) may, with the consent of our Company, 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 Hong Kong Public Offering. In such a case, notices of such reduction will be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.yuanshimedia.com as soon as practicable but in any event not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. If, for any reason, the Offer Price is not agreed between the Sole Global Coordinator (for itself and on behalf of the Underwriters) and our Company on or before Monday, 13 January 2020, the Global Offering will not become unconditional and will lapse immediately. 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. 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 to subscribe for, the Hong Kong Offer Shares, are subject to termination by the Sole Global Coordinator (for itself and on behalf of the Hong Kong Underwriters) if certain events shall occur prior to 8: 00 a.m. (Hong Kong time) on the Listing Date. Further details of the terms of such provisions are set out in the section headed ‘‘Underwriting’’ in this prospectus. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States and may not be offered, sold, pledged or transferred within the United States except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable state securities laws of the United States. The Offer Shares may be offered, sold or delivered outside the United States in accordance with Regulation S of the U.S. Securities Act. 30 December 2019 EXPECTED TIMETABLE(Note 1) If there is any change in the following expected timetable of the Global Offering, we will issue an announcement on the respective websites of our Company at www.yuanshimedia.com and the Stock Exchange at www.hkex.com.hk. Latest time to complete electronic applications under HK eIPO White Form service through (1) 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 (2) the designated website at www.hkeipo.hk(Note 2) ....................11:30a.m.onWednesday, 8 January 2020 Application lists open(Note 3) ........................11:45a.m.onWednesday, 8 January 2020 Latest time for lodging WHITE and YELLOW Application Forms and giving electronic application instructions to HKSCC(Note 4).....................12:00noononWednesday, 8 January 2020 Latest time to complete payments for HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s)...................................12:00noononWednesday, 8 January 2020 Application lists of the Hong Kong Public Offering close(Note 3) .................................12:00noononWednesday, 8 January 2020 Expected Price Determination Date(Note 5) .............. Thursday,9January2020 Announcement of the final Offer Price, the indications of the level of interest in the International Placing, the level of applications in respect of the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares under the Hong Kong Public Offering to be published at the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.yuanshimedia.com on or before(Note 6) ...............................Wednesday,15January2020 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 OfferShares’’inthisprospectusfrom..............Wednesday,15January2020 –i– EXPECTED TIMETABLE(Note 1) Results of allocations in the Hong Kong Public Offering will be available at ‘‘Allotment Result’’ in the IPO App or at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult witha‘‘searchbyID Number/BusinessRegistrationNumber’’from........Wednesday,15January2020 Despatch/collection of Share certificates in respect of wholly or partially successful Applications pursuant to the Hong Kong Public Offering on or before (Notes 7 & 8) ............................Wednesday,15January2020 Despatch/collection of HK eIPO White Form e-Auto Refund payment instructions/refund cheques in respect of wholly successful (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before (Notes 9 & 10). Wednesday, 15 January 2020 Dealings in Shares on the Main Board of the Stock Exchangetocommenceat9:00a.m.on.............. Thursday,16January2020 The application for the Hong Kong Offer Shares will commence on Monday, 30 December 2019 through Wednesday, 8 January 2020. Such time period is longer than the normal market practice of four days. The application monies (including brokerage, SFC transaction levy and Stock Exchange trading fee) will be held by the receiving bank on behalf of the Company and the refund monies, if any, will be returned to the applicant(s) without interest on Wednesday, 15 January 2020. Investors should be aware that the dealings in Shares on the Stock Exchange are expected to commence on Thursday, 16 January 2020. Notes: (1) All times refer to Hong Kong local time. Details of the structure and conditions of the Global Offering, including its conditions, are set out in the section headed ‘‘Structure and Conditions 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.yuanshimedia.com and the website of the Stock Exchange at www.hkexnews.hk. (2) You will not be permitted to submit your application through the IPO App or 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.