Stock Code: 2199 GLOBAL OFFERING Sole Sponsor and Sole Global Coordinator Joint Bookrunners and Joint Lead Managers output file 18Sep.indd 1-3 18/9/2015 ��8:50 IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Regina Miracle International (Holdings) Limited 維珍妮國際(控股)有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global : 295,000,000 Shares (subject to the Offering Over-allotment Option) Number of Hong Kong Offer Shares : 29,500,000 Shares (subject to adjustment) Number of International Offer Shares : 265,500,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$6.38 per Offer Share plus brokerage of 1.0%, 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$0.01 per Share Stock code : 2199 Sole Sponsor and Sole Global Coordinator Joint Bookrunners and 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 section headed “Documents Delivered to the Registrar of Companies and Available for Inspection” in Appendix V 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 of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any of the other documents referred to above. The Offer Price is expected to be determined by agreement between the Sole Global Coordinator (on behalf of the Hong Kong Underwriters) and our Company on or about Wednesday, September 30, 2015 and, in any event, not later than Tuesday, October 6, 2015. The Offer Price will be not more than HK$6.38 per Offer Share and is currently expected to be not less than HK$5.38 per Offer Share, unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$6.38 per Offer Share, together with brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is less than HK$6.38 per Offer Share. The Sole Global Coordinator (on behalf of the Hong Kong Underwriters), with the consent of our Company, may reduce the indicative Offer Price range stated in this prospectus and/or reduce the number of Offer Shares being offered pursuant to the Global Offering at any time on or 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 indicative Offer Price range and/or the number of Offer Shares will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Further details are set out in the sections headed “Structure of the Global Offering” and “How to Apply for the Hong Kong Offer Shares” in this prospectus. If, for any reason, the Offer Price is not agreed between our Company and the Sole Global Coordinator (on behalf of the Hong Kong Underwriters) on or before Tuesday, October 6, 2015 (Hong Kong time), the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. Please also see the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” 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 in the United States and may not be offered, sold, pledged or transferred within the United States, except that Offer Shares may be offered, sold or delivered to QIBs as defined in Rule 144A pursuant to an exemption from registration under the U.S. Securities Act. The Offer Shares may be offered, sold or delivered outside the United States in offshore transactions in accordance with Regulation S. September 24, 2015 EXPECTED TIMETABLE Latest time for completing electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(2) ............................11:30 a.m. on Wednesday, September 30, 2015 Application lists open(3) ..................................11:45 a.m. on Wednesday, September 30, 2015 Latest time for lodging WHITE and YELLOW Application Forms ....................................12:00 noon on Wednesday, September 30, 2015 Latest time for completing payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) .....................12:00 noon on Wednesday, September 30, 2015 Latest time for giving electronic application instructions to HKSCC(4) ..............................12:00 noon on Wednesday, September 30, 2015 Application lists close(3) .................................12:00 noon on Wednesday, September 30, 2015 Expected Price Determination Date(5) ...................................Wednesday, September 30, 2015 (1) Announcement of the final Offer Price, the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before .....................................Wednesday, October 7, 2015 (2) Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document or business registration numbers, where appropriate) to be available through a variety of channels as described in the section headed “How to Apply for Hong Kong Offer Shares — 11. Publication of Results” in this prospectus .........................Wednesday, October 7, 2015 i EXPECTED TIMETABLE (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.reginamiracleholdings.com(6) from ...........Wednesday, October 7, 2015 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function from ..........................Wednesday, October 7, 2015 Dispatch 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(7)(9) .............Wednesday, October 7, 2015 Dispatch of refund cheques and White Form e-Refund payment instructions in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(8)(9) ..............Wednesday, October 7, 2015 Dealings in the Shares on the Stock Exchange expected to commence on ...............................Thursday, October 8, 2015 Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. (2) You will not be permitted to submit your application through the designated website at www.eipo.com.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 at or before 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 tropical cyclone warning signal number 8 or above or a “black” rainstorm warning in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, September 30, 2015, the application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares — 10. 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 via CCASS should refer to the section headed “How to Apply for Hong Kong Offer Shares — 6. 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, September 30, 2015 and, in any event, not later than Tuesday, October 6, 2015. If, for any reason, the Offer Price is not agreed between the Sole Global Coordinator (on behalf of the Hong Kong Underwriters) and us by Tuesday, October 6, 2015, the Global Offering will not proceed and will lapse. (6) None of the website or any of the information contained on the website forms part of this prospectus. (7) Share certificates will only become valid at 8:00 a.m. on Thursday, October 8, 2015 provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” in this prospectus has not been exercised. Investors who trade Shares prior to the receipt of Share certificates or the Share certificates becoming valid do so at their own risk. (8) e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering and also in respect of wholly or partially successful applications in the event that the final Offer Price is less than the price payable per Offer Share on application.
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