Nexteer Automotive Group Limited 耐世特汽車系統集團有限公司 (Incorporated under the laws of the Cayman Islands with limited liability) (Stock Code : 01316) Joint Global Coordinators, Joint Bookrunners and Joint Sponsors Financial Advisor >cfYXc F]]\i`e^ IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should seek independent professional advice. Nexteer Automotive Group Limited 耐世特汽車系統集團有限公司 (Incorporated under the laws of the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares in the Global Offering : 720,000,000 Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 72,000,000 Shares (subject to adjustment) Number of International Offer Shares : 648,000,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$3.57 per Hong Kong Offer Share, plus brokerage of 1%, SFC transaction levy of 0.003%, and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$0.10 per Share Stock code : 01316 Joint Global Coordinators, Joint Bookrunners and Joint Sponsors Financial Advisor 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 “Appendix VI — Documents Delivered to the Registrar of Companies and Available for Inspection,” has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies 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. Investors applying for the Hong Kong Offer Shares must pay, on application, the maximum offer price of HK$3.57 for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.003% and Hong Kong Stock Exchange trading fee of 0.005%. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws of the United States and may not be offered and sold within the United States or to, or for the account or benefit of U.S. persons, except that Offer Shares may be offered or sold to qualified institutional buyers in reliance on an exemption from registration under the Securities Act provided by, and in accordance with the restrictions of, Rule 144A or outside the United States in accordance with Regulation S. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around Friday, September 27, 2013 and, in any event, not later than Monday, September 30, 2013. The Offer Price will be no more than HK$3.57 per Offer Share and is currently expected to be no less than HK$2.60 per Offer Share unless otherwise announced. If, for any reason, the Offer Price is not agreed by Monday, September 30, 2013 between the Joint Global Coordinators (on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this Prospectus, including the risk factors set out in the section headed “Risk Factors.” The Joint Global Coordinators may, with our consent, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative offer price range below that stated in this Prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such case, an announcement will be published in the 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.nexteer.com not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Details of the arrangement will then be announced by us as soon as practicable. For further information, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares.” The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement 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 Listing Date. See “Underwriting.” It is important that you refer to this section for further details. September 24, 2013 EXPECTED TIMETABLE(1) Latest time to complete electronic applications under White Form elPO service through the designated website www.eipo.com.hk(2) .................. 11:30 a.m. on Friday, September 27, 2013 Application lists of the Hong Kong Public Offering open(3) ..... 11:45 a.m. on Friday, September 27, 2013 Latest time to lodge WHITE and YELLOW Application Forms .................................... 12:00 noon on Friday, September 27, 2013 Latest time to give electronic application instructions to HKSCC(4) .............................. 12:00 noon on Friday, September 27, 2013 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) .................... 12:00 noon on Friday, September 27, 2013 Application lists of the Hong Kong Public Offering close ....... 12:00 noon on Friday, September 27, 2013 Expected Price Determination Date(5) ...................... Friday, September 27, 2013 (Hong Kong time) (1) Announcement of: ● an indication of the level 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) and on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company at www.nexteer.com on or before(6) ......... Friday, October 4, 2013 (2) Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels including the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company’s website at www.nexteer.com (see the section headed “How to Apply for Hong Kong Offer Shares — Publication of Results” in this Prospectus) from .................................... Friday, October 4, 2013 –i– EXPECTED TIMETABLE(1) (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk(7) and the website of the Company at www.nexteer.com(8) from .......................... Friday, October 4, 2013 Results of allocations for the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function ............................... Friday, October 4, 2013 Dispatch of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6) ................ Friday, October 4, 2013 Dispatch of White Form e-Refund payment instructions/refund checks on or before(9) ................. Friday, October 4, 2013 Dealings in Shares on the Hong Kong Stock Exchange to commence on ............................. Monday, October 7, 2013 Notes: (1) All times and dates refer to Hong Kong local time and date, 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 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 tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning at any time between 9:00 a.m. and 12:00 noon on Friday, September 27, 2013, the application lists will not open on that day. See “How to Apply for Hong Kong Offer Shares — Effect of Bad Weather on the Opening of the Application Lists.” (4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed “How to Apply for 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 Friday, September 27, 2013 (Hong Kong time) and, in any event, not later than Monday, September 30, 2013. If, for any reason, the Offer Price is not agreed between the Joint Global Coordinators (on behalf of the Underwriters) and our Company by Monday, September 30, 2013, the Global Offering will not proceed and will lapse. (6) Share certificates are expected to be issued on Friday, October 4, 2013 but will only become valid provided that the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance with its terms, which is scheduled to be at around 8:00 a.m.