C M Y CM MY CY CMY K IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. FSE ENGINEERING HOLDINGS LIMITED 豐 盛 機 電 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global Offering : 112,500,000 Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 11,250,000 Shares (subject to adjustment) Number of International Placing Shares : 101,250,000 Shares (subject to adjustment and the Over-allotment Option) Offer Price : not more than HK$2.98 per Offer Share (payable in full on application in Hong Kong dollars, subject to refund, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) and expected to be not less than HK$2.68 per Offer Share Nominal Value : HK$0.10 per Share Stock Code : 331 Sole Sponsor Halcyon Capital Limited Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Halcyon Securities 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, having attached thereto the documents specified in the paragraph headed ‘‘Documents Delivered to the Registrar of Companies’’ 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 and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators, on behalf of the Underwriters, and our Company on the Price Determination Date. The Price Determination Date is expected to be on or around 2 December 2015 and, in any event, not later than 8 December 2015. The Offer Price will be not more than HK$2.98 and is currently expected to be not less than HK$2.68 unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$2.98 for each Offer Share together with a 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 as finally determined should be lower than HK$2.98. The Joint Global Coordinators (for themselves and on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares in the Global Offering and/or the indicative Offer Price range below that stated in this prospectus (which is HK$2.68 to HK$2.98 per Offer Share) 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 in the number of Offer Shares in the Global Offering and/or the indicative Offer Price range will be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. If, for any reason, the Offer Price is not agreed between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company, the Global Offering (including the Hong Kong Public Offering) will lapse and will not proceed. Further details are set out in the sections headed ‘‘Structure of the Global Offering’’ and ‘‘How to Apply for Hong Kong Offer Shares’’ in this prospectus. Prior to making an investment decision, prospective investors should carefully consider all of the information set out in this prospectus, including the risk factors set out in the section headed ‘‘Risk Factors’’ in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, the Hong Kong Offer Shares, are subject to termination by the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that trading in the Offer Shares commences on the Stock Exchange. Such grounds are set out in ‘‘Underwriting — Hong Kong Public Offering — Grounds for termination’’ in this prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered or sold within the United States except pursuant to an effective registration statement or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws in the United States. The Offer Shares are being offered and sold outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act. 26 November 2015 EXPECTED TIMETABLE We will issue an announcement in Hong Kong to be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the website of the Stock Exchange at www.hkexnews.hk and that of our Company at www.fseng.com.hk. If there is any change in the following expected timetable of the Hong Kong Public Offering. 2015 (Note 1) Latest time to complete electronic applications under HK eIPO White Form service through the designated website www.hkeipo.hk (Note 2).......................... 11:30a.m.onTuesday,1December Application lists open (Note 3) .............................. 11:45a.m.onTuesday,1December Latest time to complete payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPSpaymenttransfer(s)................................ 12:00noononTuesday,1December Latest time to give Electronic Application Instructions to HKSCC (Note 4) ..................................... 12:00noononTuesday,1December Latest time to lodge WHITE and YELLOW ApplicationForms...................................... 12:00noononTuesday,1December Applicationlistsclose..................................... 12:00noononTuesday,1December Expected Price Determination Date (Note 5) ............................ Wednesday,2December Announcement of the final Offer Price, an indication of the level of interest in the International Placing, 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 South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on our website at www.fseng.com.hk and the website of the Stock Exchange at www.hkexnews.hk onorbefore............... Wednesday,9December Announcement of 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 our website at www.fseng.com.hk and the website of the Stock Exchange at www.hkexnews.hk (for further details, please refer to the section headed ‘‘How to apply for Hong Kong Offer Shares — 11. Publication of Results’’ inthisprospectus)from............................................ Wednesday,9December Results of allocations in the Hong Kong Public Offering will be available at www.tricor.com.hk/ipo/result with a ‘‘search by ID Number/Business Registration Number’’ function....... Wednesday,9December Despatch/Collection of e-Auto Refund payment instructions/refund cheques in respect of wholly or partially successful applications if the final Offer Price is less than the price payable on application (if applicable) and wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before (Notes 6 to 8) ........... Wednesday,9December Despatch/CollectionofSharecertificatesonorbefore................... Wednesday,9December Dealings in the Shares on the Stock Exchange expectedtocommenceon............................... 9:00a.m.onThursday,10December – i – EXPECTED TIMETABLE Notes: 1. All times and dates refer to Hong Kong local time, except as otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section ‘‘Structure of the Global Offering’’ in this prospectus. 2. Youwillnotbepermittedtosubmityourapplication 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 Tuesday, 1 December 2015, the application lists will not open on that day. For further details, please 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 should see ‘‘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, 2 December 2015. If, for any reason, the Offer Price is not agreed by Tuesday, 8 December 2015 between our Company and the Joint Global Coordinators (for themselves and on behalf of the Underwriters), the Global Offering will not proceed and will lapse accordingly.