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Global Offering Global Offering Hailan Holdings Limited 海藍控股有限公司 Hailan Holdings Limited 海藍控股有限公司 (incorporated in the Cayman Islands with limited liability) Stock Code: 2278 Global Offering Sole Sponsor, Sole Global Coordinator, Sole Bookrunner and Lead Manager IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. Hailan Holdings Limited 海藍控股有限公司 (incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the : 75,000,000 Shares Global Offering Number of Hong Kong Offer Shares : 7,500,000 Shares (subject to reallocation) Number of International Offer Shares : 67,500,000 (subject to reallocation) Maximum Offer Price : HK$4.58 per Offer Share, plus brokerage fee 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 per Share Stock Code : 2278 Sole Sponsor Sole Global Coordinator, Sole Bookrunner and Lead Manager Haitong International Capital Limited Haitong International Securities Company Limited 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, together with the documents specified under the section headed “Documents Delivered to the Registrar of Companies and Available for Inspection” in Appendix VI 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 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 Offer Price is expected to be fixed by agreement between the Sole Global Coordinator (on behalf of the Hong Kong Underwriters) and us on the Price Determination Date, which is expected to be on or around Wednesday, 6 July 2016 or such later date as may be agreed between the parties, but in any event no later than Monday, 11 July 2016. The Offer Price will be announced in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) as soon as practicable after it is fixed. The Offer Price will not be more than HK$4.58 per Offer Share and is expected to be not less than HK$3.71 per Offer Share. Investors applying for the Hong Kong Offer Shares must pay the maximum Offer Price of HK$4.58 per Offer Share, together with brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price shall be lower than HK$4.58 per Offer Share. The Sole Global Coordinator (on behalf of the Hong Kong Underwriters) may, with our consent, reduce the number of Offer Shares and/or the indicative Offer Price range stated above in this prospectus 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 the reduction of the number of Offer Shares and/or the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) as soon as practicable following the decision to make such a reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. If applications for the Hong Kong Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong Public Offering, such applications can be subsequently withdrawn if the number of Offer Shares and/or the indicative Offer Price range is so reduced. If, for whatever reason, the Sole Global Coordinator and us are unable to agree on the Offer Price by Monday, 11 July 2016, the Global Offering will not proceed and will lapse. Prospective investors of the Offer Shares should note that the Hong Kong Underwriters are entitled to terminate their obligations under the Hong Kong Underwriting Agreement by notice in writing to us given by the Sole Global Coordinator (on behalf of the Hong Kong Underwriters), upon occurrence of any of the events set forth in the section headed “Underwriting – Grounds for Termination” in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the day trading in our Shares commences on the Stock Exchange. Prior to making an investment decision, prospective investors should consider carefully all the information set forth in this prospectus, including but not limited to the risk factors set forth 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 of the United States and may not be offered or sold, pledged or transferred within the United States except that the Offer Shares may be offered, sold or delivered outside the United States in reliance on Regulation S under the U.S. Securities Act. 30 June 2016 EXPECTED TIMETABLE(1) Latest time to complete electronic applications through the HK eIPO White Form service through the 11:30 a.m. on Wednesday, designated website at www.hkeipo.hk(2) ......... 6 July 2016 11:45 a.m. on Wednesday, Application Lists open(3) ........................ 6 July 2016 Latest time for lodging WHITE and YELLOW 12:00 noon on Wednesday, Application Forms .......................... 6 July 2016 Latest time to give electronic application 12:00 noon on Wednesday, instructions to HKSCC(4) ..................... 6 July 2016 Latest time to complete payment of HK eIPO White Form Applications by effecting internet banking 12:00 noon on Wednesday, transfers or PPS payment transfer(s) ............ 6 July 2016 12:00 noon on Wednesday, Application Lists close(3) ........................ 6 July 2016 Expected Price Determination Date(5) .............. Wednesday, 6 July 2016 Announcement of the • the Offer Price; • the level of applications in the Hong Kong Public Offering; • the level of indications of interest in the International Offering; and • the basis of allotment of the Hong Kong Offer Shares to be published in South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), and on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company at www.hailanholdings.com on or before .................................. Thursday, 14 July 2016 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, including the websites of the Stock Exchange at www.hkexnews.com.hk and our Company at www.hailanholdings.com (see section headed “How to Apply for the Hong Kong Offer Shares – 11. Publication of Result”) on or before .............. Thursday, 14 July 2016 –i– EXPECTED TIMETABLE(1) Results of allocations in the Hong Kong Public Offering will be available at www.tricor.com.hk/ipo/result, with a “search by ID” function .................. Thursday, 14 July 2016 Dispatch/collection of share certificates or deposit of the share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6) ....................... Thursday, 14 July 2016 Dispatch of HK eIPO White Form e-Auto Refund payment instructions/refund cheques in respect of wholly successful (where applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(6) .................. Thursday, 14 July 2016 Dealings in the Shares on the Main Board to commence on .............................. Friday, 15 July 2016 Notes: (1) All times and dates refer to Hong Kong local time and dates, except as otherwise stated. Details of the structure of the Global Offering, including its conditions, are set forth in the section entitled “Structure of the Global Offering” in this prospectus. (2) You will not be permitted to submit your application 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 Wednesday, 6 July 2016, the Application Lists will not open or close on that day. Further information is set forth in the section entitled “How to Apply for the Hong Kong Offer Shares – Effect of Bad Weather on the Opening of the Application Lists” in this prospectus. (4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to the section entitled “How to Apply for the Hong Kong Offer Shares – Applying by giving electronic application instructions to HKSCC via CCASS” in this prospectus. (5) The Price Determination Date is expected to be on or around Wednesday, 6 July 2016 and, in any event, not later than Monday, 11 July 2016.
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