896111 DC Prospectus_Fancy Cover (eng).pdf 1 7/21/2016 12:01:58 AM (Incorporated in the Cayman Islands with limited liability) Stock Code: 8056 BY WAY OF PLACING C M Y CM MY CY CMY K Sole Sponsor Sole Bookrunner and Sole Lead Manager IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. DINING CONCEPTS HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING Number of Placing Shares : 200,000,000 Placing Shares (comprising 140,990,000 New Shares and 59,010,000 Sale Shares, and subject to the Offer Size Adjustment Option) Placing Price : Not more than HK$0.60 and not less than HK$0.40 per Placing Share (payable in full on application in Hong Kong dollars) plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund Nominal value : US$0.01 per Share Stock code : 8056 Sole Sponsor Sole Bookrunner and Sole Lead Manager Co-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 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 (WUMP) Ordinance. 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 Placing Price is expected to be fixed by agreement between our Company (for itself and on behalf of the Selling Shareholder) and the Sole Lead Manager (for itself and on behalf of the Underwriters) on the Price Determination Date, which is expected to be on or around Friday, 29 July 2016 or such later date as may be agreed between our Company (for itself and on behalf of the Selling Shareholder) and the Sole Lead Manager (for itself and on behalf of the Underwriters). The Placing Price will not be more than HK$0.60 per Placing Share and is expected to be not less than HK$0.40 per Placing Share. If our Company (for itself and on behalf of the Selling Shareholder) and the Sole Lead Manager (for itself and on behalf of the Underwriters) are unable to reach an agreement on the Placing Price by the Price Determination Date, the Placing will not become unconditional and will lapse. The Sole Lead Manager (for itself and on behalf of the Underwriters) may, with the consent of our Company (for itself and on behalf of the Selling Shareholder), reduce the Placing Price range below to that stated in this prospectus at any time prior to the Price Determination Date. If this occurs, notice of reduction of the indicative Placing Price range will be published on the Stock Exchange’s website at www.hkexnews.hk and the website of our Company at www.diningconcepts.com. Please refer to the section headed “Risk factors” for a discussion of certain risks that you should consider in connection with an investment in the Shares. The obligations of the Underwriters under the Underwriting Agreement in respect of the Placing Shares, are subject to termination by the Sole Lead Manager (for itself and on behalf of the Underwriters) if certain circumstances arise prior to 8:00 a.m. on the Listing Date. Such circumstances are set out in the section headed “Underwriting — Underwriting arrangements and expenses — Grounds for termination” in this prospectus. It is important that you carefully read that section for further details. 27 July 2016 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the website of the Stock Exchange at www.hkexnews.hk in order to obtain up-to-date information on GEM listed issuers. –i– EXPECTED TIMETABLE (Note 1) Expected Price Determination Date (Note 2) at 5:00 p.m. on or around . Friday, 29 July 2016 Announcement of the determination of the Placing Price and the indication of level of interest in the Placing to be published on the website of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.diningconcepts.com on or before (Note 3) ......................................................... Thursday, 4 August 2016 Allotment of Placing Shares to placees (or their designated person(s)) on or before ....................... Thursday, 4 August 2016 Deposit of share certificates into CCASS on or before (Note 4) ......... Thursday, 4 August 2016 Dealings in Shares on GEM to commence at 9:00 a.m. on ............. Friday, 5 August 2016 Notes: 1. Unless the context otherwise requires, all times and dates refer to Hong Kong local times and dates. 2. Please note that the Price Determination Date is expected to be on or around Friday, 29 July 2016. If, for any reason, the Placing Price is not agreed between our Company (for itself and on behalf of the Selling Shareholder) and the Sole Lead Manager (for itself and on behalf of the Underwriters) on or around Friday, 29 July 2016, the Placing will not proceed and will lapse. 3. None of our Company’s website or any of the information contained in our Company’s website forms part of this prospectus. 4. Share certificates for the Placing Shares to be distributed via CCASS are expected to be issued in the name of HKSCC Nominees. Share certificates for the Placing Shares to be distributed via CCASS will be deposited directly into CCASS on or before Thursday, 4 August 2016 for credit to the respective CCASS Participant’s stock accounts or CCASS Investor Participants’ stock accounts designated by the Underwriters, the placing agents, the placees or their agents, as the case may be. Our Company will not issue any temporary documents or evidence of title. 5. If there is any change to the above expected timetable, our Company will make separate announcements on the website of the Stock Exchange and our Company’s website to inform investors accordingly. 6. All share certificates will only become valid certificates of title when the Placing has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its terms prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Details of the structure of the Placing, including its conditions and grounds for termination thereto, are set out in the section headed “Structure and conditions of the Placing” in this prospectus. –ii– TABLE OF CONTENTS IMPORTANT NOTICE TO INVESTORS This prospectus is used by our Company solely in connection with the Placing and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the Placing Shares offered by this prospectus pursuant to the Placing. This prospectus may not be used for the purpose of, and does not constitute, an offer to sell or invitation in any other jurisdiction or in any other circumstances. You should rely only on the information contained in this prospectus to make your investment decision. We have not authorised anyone to provide you with information that is different from what is contained in this prospectus. Any information or representation not made in this prospectus must not be relied on by you as having been authorised by us, the Sole Sponsor, the Sole Bookrunner, the Sole Lead Manager and the Underwriters, any of our or their respective directors, employees or advisers, or any other person or party involved in the Placing. Information contained in our website, located at www.diningconcepts.com, does not form part of this prospectus. Page CHARACTERISTICS OF GEM ..................................................... i EXPECTED TIMETABLE .......................................................... ii TABLE OF CONTENTS ........................................................... iii SUMMARY AND HIGHLIGHTS ..................................................... 1 DEFINITIONS AND GLOSSARY .................................................... 17 RISK FACTORS ................................................................. 39 FORWARD-LOOKING STATEMENTS ..............................................