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PF Group Holdings Limited (The “Company”) (A Company Incorporated in the Cayman Islands)

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PF Group Holdings Limited (The “Company”) (A Company Incorporated in the Cayman Islands) The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Application Proof, 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 Application Proof. Application Proof of PF Group Holdings Limited (the “Company”) (a company incorporated in the Cayman Islands) WARNING The publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited (the “Exchange”)/the Securities and Futures Commission (the “Commission”) solely for the purpose of providing information to the public in Hong Kong. This Application Proof is in draft form. The information contained in it is incomplete and is subject to change which can be material. By viewing this document, you acknowledge, accept and agree with the Company, its sponsor, advisers or member of the underwriting syndicate that: (a) this document is only for the purpose of providing information about the Company to the public in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this document; (b) the publication of this document or supplemental, revised or replacement pages on the Exchange’s website does not give rise to any obligation of the Company, its sponsor, advisers or members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the offering; (c) the contents of this document or supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual final listing document; (d) the Application Proof is not the final listing document and may be updated or revised by the Company from time to time in accordance with the GEM Listing Rules; (e) this document does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities; (f) this document must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended; (g) neither the Company nor any of its affiliates, advisers or underwriters is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this document; (h) no application for the securities mentioned in this document should be made by any person nor would such application be accepted; (i) the Company has not and will not register the securities referred to in this document under the United States Securities Act of 1933, as amended, or any state securities laws of the United States; (j) as there may be legal restrictions on the distribution of this document or dissemination of any information contained in this document, you agree to inform yourself about and observe any such restrictions applicable to you; and (k) the application to which this document relates has not been approved for listing and the Exchange and the Commission may accept, return or reject the application for the subject public offering and/or listing. If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on the Company’s prospectus registered with the Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period. THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. IMPORTANT If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. PF Group Holdings Limited (Incorporated in the Cayman Islands with limited liability) [Redacted] Number of [Redacted] : [Redacted] (subject to [Redacted]) [Redacted] : Not more than HK$[Redacted] per [Redacted] and expected to be not less than HK$[Redacted] per [Redacted], 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$0.01 each Stock code : [Redacted] Sponsor Ample Capital Limited [Redacted] and [Redacted] [●] Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. A copy of this document, having attached thereto the documents specified under the section headed “Appendix V — Documents Delivered to the Registrar of Companies and Available for Inspection” of this document, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this document or any other documents referred to above. The [Redacted] is expected to be fixed by the [Redacted] between our Company and the [Redacted] (for itself and on behalf of the [Redacted]) on the [Redacted], which is expected to be on or before [Redacted]. The [Redacted] will not be more than HK$[Redacted] per [Redacted] and is expected to be not less than HK$[Redacted] per [Redacted]. If our Company and the [Redacted] (for itself and on behalf of the [Redacted]) are unable to reach an agreement on the [Redacted] by that date or such later date as may be agreed by our Company and the [Redacted] (for itself and on behalf of the [Redacted]), the [Redacted] will not become unconditional and will not proceed. The [Redacted] (for itself and on behalf of the [Redacted]) may, with our consent, reduce the indicative [Redacted] range below that stated in this document at any time prior to the [Redacted]. In such a case, notices of reduction of the indicative [Redacted] will be published on our website at www.pfs.com.hk and the website of the Stock Exchange at www.hkexnews.hk. Prior to making an investment decision, prospective investors should carefully consider all the information set out in this document, including the risk factors set out in the section headed “Risk Factors” of this document. Prospective investors of the [Redacted] should note that the [Redacted] (for itself and on behalf of the [Redacted]) is entitled to terminate their obligations under the [Redacted] by notice in writing to us given by the [Redacted] (for itself and on behalf of the other [Redacted]), upon the occurrence of any of the events set forth under the section headed “Underwriting — Underwriting Arrangements and Expenses — Grounds for termination” of this document at any time prior to [Redacted] (Hong Kong time) on the [Redacted]. Such events include, but without limitation to, any act of God, war, riot, public disorder, civil commotion, economic sanctions, fire, flood, explosion, epidemic, outbreak of an infectious disease, calamity, crisis, terrorism, strike or lock-out. [Redacted] THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. 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 GEM website at www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers. —i— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. EXPECTED TIMETABLE(1) [Redacted] —ii— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. CONTENTS IMPORTANT NOTICE TO INVESTORS Our Company has issued this document solely in connection with the [Redacted], and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the [Redacted] offered by this document pursuant to the [Redacted]. No person may use this document for the purpose of, and it does not constitute, an offer or invitation in any other jurisdiction or in any other circumstances.
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