China Yu Tian Holdings Limited 中國宇天控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) Stock Code: 8230
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China Yu Tian Holdings Limited 中國宇天控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 8230 LISTING BY WAY OF PLACING Sole Sponsor Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager IMPORTANT If you are in any doubt about any content of this Prospectus, you should obtain independent professional advice. China Yu Tian Holdings Limited 中國宇天控股有限公司 (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 PLACING Number of Placing Shares : 210,000,000 Shares (Subject to the Over-allotment Option) Placing Price : Not more than HK$0.54 per Placing Share and expected to be not less than HK$0.50 per Placing Share plus brokerage of 1%, the SFC transaction levy of 0.0027% and the Stock Exchange trading fee of 0.005% (payable in full on application and subject to refund) Nominal Value : HK$0.01 per Share Stock Code : 8230 Sole Sponsor Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager Co-Lead Managers BLACK MARBLE 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 “Appendix VI – Documents Delivered to the Registrar of Companies and Available for Inspection,” 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 as to the contents of this Prospectus or any other documents referred to above. The Placing Price is expected to be determined by agreement between the Sole Global Coordinator (for itself and on behalf of the Underwriters) and the Company on the Price Determination Date, which is expected to be on or around Thursday, 24 December 2015 (Hong Kong time) or such later date may be agreed by the Sole Global Coordinator (for itself and on behalf of the Underwriters) and the Company. If, for any reason, the Sole Global Coordinator (for itself and on behalf of the Underwriters) and the Company are unable to agree on the Placing Price on or before Thursday, 24 December 2015 (Hong Kong time) or such later date may be agreed by the Sole Global Coordinator (for itself and on behalf of the Underwriters) and the Company, the Placing will not proceed and will lapse. The Placing Price will be not more than HK$0.54 and is currently expected to be not less than HK$0.50, unless otherwise announced. The Sole Global Coordinator (for itself and on behalf of the Underwriters) may, with the Company’s consent, reduce the indicative Placing Price range stated in this Prospectus at any time prior to the Price Determination Date. In such a case, notice of such reduction will be published on the Company’s website at www.hkgg.hk and the website of the Stock Exchange at www.hkexnews.hk as soon as practicable but in any event not later than the Price Determination Date. Further details are set out in “Structure and Conditions of the Placing” of this Prospectus. Prior to making an investment decision, prospective investors should consider carefully all the information set out in this Prospectus, including the risk factors set out in “Risk Factors” of this Prospectus. Prospective investors of the Placing Shares should note that the obligations of the Underwriters under the Underwriting Agreement are subject to termination by the Sole Global Coordinator (for itself and on behalf of the Underwriters) upon the occurrence of any of the events set forth under “Underwriting – The Underwriting Agreement – Grounds for Termination” in this Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Further details of these termination provisions are set out in “Underwriting” of this Prospectus. It is important that you refer to that section for further details. Should the Sole Global Coordinator (for itself and on behalf of the Underwriters) terminate the Underwriting Agreement, the Placing will not proceed and will lapse. 21 December 2015 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 investor 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 2015(1) (5) Price Determination Date(2) ................................Thursday, 24 December Announcement of the determination of the Placing Price and indication of the level of interest in the Placing to be published on the GEM website and the Company’s website at www.hkgg.hk on or before...........Monday, 28 December Allotment of the Placing Shares to placees (or their designated person(s)) on or before ..................Monday, 28 December Deposit of share certificates for the Placing Shares into CCASS on or before(3) (4) ...............................Monday, 28 December Dealings in Shares on GEM expected to commence at 9:00 a.m. on........................................Tuesday, 29 December Notes: (1) All times and dates refer to Hong Kong times and dates, except as otherwise stated. (2) The Price Determination Date, being the date on which the Placing Price is to be determined, is expected to be on or around Thursday, 24 December 2015 or such later date as may be agreed between the Sole Global Coordinator (for itself and on behalf of the Underwriters) and the Company but in any event not later than Thursday, 24 December 2015. If the Sole Global Coordinator (for itself and on behalf of the Underwriters) and the Company are unable to reach any agreement on the Placing Price by that date or such later date as may be agreed between the Sole Global Coordinator (for itself and on behalf of the Underwriters) and the Company, the Placing will not proceed and will lapse. (3) The share certificates are expected to be issued in the name of HKSCC Nominees Limited or in the name of the placee(s) or their agent(s) as designated by the Underwriters and/or the placing agents. The share certificates for the Placing Shares to be distributed via CCASS are expected to be deposited in CCASS on or before Monday, 28 December 2015 for credit to the relevant CCASS Participants’ or CCASS Investor Participants’ stock accounts designated by the Underwriters, the placees or their respective agents (as the case may be). No temporary documents or evidence of title will be issued by the Company. (4) All share certificates will only become valid certificates of title when the Placing has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its terms prior to 8:00 a.m. (Hong Kong time) on the Listing Date. If the Underwriting Agreement does not become unconditional or is terminated in accordance with the terms and conditions, the Placing will not proceed and we will make an announcement as soon as possible. No dealings in the Placing Shares should take place prior to the Listing Date. Investors who trade the Shares prior to such date shall do so entirely at their own risk. (5) A separate announcement will be issued if there is any change to the expected timetable. For details of the structure of the Placing, including the conditions thereof, please refer to “Structure and Conditions of the Placing” in this Prospectus. –ii– CONTENTS IMPORTANT NOTICE TO INVESTORS This Prospectus is issued by the Company solely in connection with the Placing and does not constitute an offer to sell or a solicitation of an offer to subscribe for or buy any security other than the Placing Shares offered by this Prospectus pursuant to the Placing. This Prospectus may not be used for the purpose of, and does not constitute, an offer to sell or a solicitation of an offer in any other jurisdiction or in any other circumstances. No action has been taken to permit a placing of the Placing Shares or the distribution of this Prospectus in any jurisdiction other than Hong Kong. You should rely only on the information contained in this Prospectus to make your investment decision. The Company, the Sole Sponsor, the Sole Global Coordinator and the Underwriters have not authorized anyone to provide you with information that is different from what is contained in this Prospectus.