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Ozner Water International Holding Limited

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Ozner Water International Holding Limited THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Ozner Water International Holding Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. OZNER WATER INTERNATIONAL HOLDING LIMITED 浩 澤 淨 水 國 際 控 股 有 限 公 司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 2014) (1) CONNECTED TRANSACTION RELATING TO SUBSCRIPTION OF NEW SHARES; (2) APPLICATION FOR WHITEWASH WAIVER; AND (3) NOTICE OF EGM Independent Financial Adviser to the Code Independent Board Committee, the LR Independent Board Committee, the Code Independent Shareholders and the LR Independent Shareholders A letter from the Board is set out on pages 5 to 21 of this circular. A letter from the Code Independent Board Committee containing its recommendation to the Code Independent Shareholders is set out on pages 22 to 23 of this circular. A letter from the LR Independent Board Committee containing its recommendation to the LR Independent Shareholders is set out on pages 24 to 25 of this circular. A letter from the Independent Financial Adviser, containing its advice to the Code Independent Board Committee, the LR Independent Board Committee, the Code Independent Shareholders and the LR Independent Shareholders is set out on pages 26 to 52 of this circular. A notice convening the EGM of Ozner Water International Holding Limited to be held at Taishan Hall, 5/F, Island Shangri-La, Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Wednesday, January 18, 2017 at 10:00 a.m. is set out on pages 173 to 175 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.ozner.net). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting if they so wish. December 30, 2016 CONTENTS Pages DEFINITIONS ...................................................................... 1 LETTER FROM THE BOARD ...................................................... 5 LETTER FROM THE CODE INDEPENDENT BOARD COMMITTEE ................ 22 LETTER FROM THE LR INDEPENDENT BOARD COMMITTEE ................... 24 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ...................... 26 APPENDIX I — FINANCIAL INFORMATION OF THE GROUP ..................... 53 APPENDIX II — GENERAL INFORMATION OF THE GROUP ...................... 153 NOTICE OF THE EGM ............................................................. 173 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: ‘‘actinginconcert’’ has the meaning ascribed to it by the Takeovers Code and the expression ‘‘concert part(ies)’’ shall be construed accordingly ‘‘Announcement’’ the announcement of the Company dated November 16, 2016 in relation to, among other things, the Subscription, the Specific Mandate and the Whitewash Waiver ‘‘associate(s)’’ has the meaning ascribed thereto in the Listing Rules ‘‘Board’’ the board of Directors ‘‘Business Day’’ a day (other than a Saturday, Sunday or statutory holiday and days on which a typical cyclone warning signal no. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong are generally open for ordinary banking business throughout their normal business hours ‘‘Code Independent Board an independent board committee established by the Board, Committee’’ comprising Mr. He Sean Xing and Ms. Wang Haitong, both being non-executive Directors, and Mr. Zhou Guanxuan, Mr. Gu Jiuchuan, Dr. Chan Yuk Sing Gilbert and Mr. Lau Tze Cheung Stanley, being all the independent non-executive Directors, to advise the Code Independent Shareholders as to the fairness and reasonableness of the terms of the Subscription Agreement, the Specific Mandate, the Whitewash WaiverandastovotingattheEGM ‘‘Code Independent Shareholders’’ Shareholders other than Mr. Xiao and his concert parties, SAIF Partners IV L.P. and those Shareholders who are involved or interested in the Subscription, the Specific Mandate and/or the Whitewash Waiver ‘‘Company’’ Ozner Water International Holding Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange ‘‘Completion’’ the completion of the Subscription pursuant to the terms and conditions of the Subscription Agreement – 1 – DEFINITIONS ‘‘Concert Group’’ the Subscriber and its parties acting in concert, including but not limited to Mr. Xiao, Baida Capital Limited, Lion Rise Capital Limited, Glorious Shine Capital Limited, Baida Holdings Limited and Lion Rise Holdings Limited ‘‘Conditions’’ the conditions precedent to the Completion, as more particularly set out under the paragraph headed ‘‘The Subscription Agreement — Conditions of the Subscription’’ in this circular ‘‘connected person’’ has the meaning ascribed thereto in the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘Executive’’ the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any of its delegates ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held to consider and, if thought fit, approve the Subscription Agreement and the transactions contemplated thereunder, including the allotment and issue of the Subscription Shares, the Specific Mandate and the Whitewash Waiver ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Independent Financial Adviser’’ VMS Securities Limited, the independent financial adviser to advise (a) the Code Independent Board Committee and the Code Independent Shareholders in relation to the Subscription, the Specific Mandate and the Whitewash Waiver; and (b) the LR Independent Board Committee and the LR Independent Shareholders in relation to the Subscription and the Specific Mandate. VMS Securities Limited is a corporation licensed under the SFO to conduct type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO ‘‘Independent Shareholders’’ the Code Independent Shareholders and the LR Independent Shareholders – 2 – DEFINITIONS ‘‘Last Trading Day’’ November 11, 2016, being the last trading day for the Shares before the entering into of the Subscription Agreement ‘‘Latest Practicable Date’’ December 23, 2016, being the latest practicable date for ascertaining certain information contained in this circular ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ‘‘LR Independent Board an independent board committee established by the Board, Committee’’ comprising all independent non-executive Directors, namely Mr. Zhou Guanxuan, Mr. Gu Jiuchuan, Dr. Chan Yuk Sing Gilbert and Mr. Lau Tze Cheung Stanley to advise the LR Independent Shareholders as to the fairness and reasonableness of the terms of the Subscription Agreement, the Specific Mandate and as to voting at the EGM ‘‘LR Independent Shareholders’’ Shareholders other than Mr. Xiao and his associates and those Shareholders who are involved or interested in the Subscription and/or the Specific Mandate ‘‘Mr. Xiao’’ Xiao Shu (肖述), the chairman, chief executive officer, executive director and a substantial Shareholder ‘‘PRC’’ the People’s Republic of China ‘‘Relevant Period’’ the period commencing from May 16, 2016, being six months prior to November 16, 2016 and up to and including the Latest Practicable Date ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Share(s)’’ ordinary shares of HK$0.01 each in the share capital of the Company ‘‘Shareholder(s)’’ holder(s) of the Shares ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time ‘‘Specific Mandate’’ the specific mandate to be granted to the Directors by the Independent Shareholders at the EGM to allot and issue the Subscription
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