東盈控股有限公司 CHerish Holdings Limited CHerish Holdings Limited 東盈控股有限公司 (incorporated in the Cayman Islands with limited liability) Stock code: 2113 CHerish Holdings Limited 東盈控股有限公司 PUBLIC OFFER AND PLACING Sponsor Bookrunner and Lead Manager IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. CHerish Holdings Limited 東盈控股有限公司 (Incorporated in the Cayman Islands with limited liability) SHARE OFFER Total number of Offer Shares : 185,000,000 Shares comprising 140,000,000 New Shares and 45,000,000 Sale Shares (subject to the Over-allotment Option) Number of Public Offer Shares : 18,500,000 Shares (subject to re-allocation) Number of Placing Shares : 166,500,000 Shares including 121,500,000 New Shares and 45,000,000 Sale Shares (subject to re-allocation and the Over-allotment Option) Offer Price : HK$0.70 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application and subject to refund) Nominal value : HK$0.01 per Share Stock code : 2113 Sponsor Bookrunner 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 “Documents Delivered to the Registrar of Companies in Hong Kong” in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required under Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. 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. Prior to making an investment decision, prospective investors should consider carefully all the information set out in this prospectus, including risk factors set out in the section “Risk Factors”. Pursuant to the Public Offer Underwriting Agreement, the Bookrunner (for itself and on behalf of the Public Offer Underwriters) has the right in certain circumstances to terminate the obligations of the Public Offer Underwriters at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Further details of such circumstances are set out in the section “Underwriting – Underwriting Arrangements and Expenses – Public Offer – Grounds for Termination” in this prospectus. 30 September 2016 EXPECTED TIMETABLE (1) If there is any change in the following expected timetable, our Company will issue an announcement to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.cherishholdings.com. Application lists open (2) .................. 11:45 a.m. on Wednesday, 5 October 2016 Latest time for lodging WHITE and YELLOW Application Forms and giving electronic application instructions to HKSCC (3) .......................... 12:00 noon on Wednesday, 5 October 2016 Application lists close ................... 12:00 noon on Wednesday, 5 October 2016 (1) Announcement of the level of indication of interest in the Placing, the level of applications in respect of the Public Offer and the results and basis of allotment under the Public Offer to be published on the website of Stock Exchange at www.hkexnews.hk and our Company at www.cherishholdings.com (4) on or before ..................................... Friday, 14 October 2016 (2) Announcement of results of allocations (with successful applicants’ identification document numbers, where applicable) to be available through a variety of channels as described in the section “How to Apply for the Public Offer Shares – 10. Publication of Results” on or before .... Friday, 14 October 2016 (3) A full announcement containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk and our Company at www.cherishholdings.com .......................... Friday, 14 October 2016 Results of allocations in the Public Offer to be available at www.tricor.com.hk/ipo/result with a “search by ID” function from . Friday, 14 October 2016 Despatch/collection of share certificates or deposit of share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Public Offer on or before (5) to (8), (10) .............................. Friday, 14 October 2016 Despatch of refund cheques in respect of wholly or partially unsuccessful applications on or before (5) to (10) ...... Friday, 14 October 2016 Dealings in Shares on the Main Board to commence at .......... 9:00 a.m. on Monday, 17 October 2016 Notes: 1. All times and dates refer to Hong Kong local time and date. Details of the structure of the Share Offer, including its conditions, are set out in the section “Structure and Conditions of the Share Offer”. –i– EXPECTED TIMETABLE (1) 2. 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. to 12:00 noon on Wednesday, 5 October 2016, the application lists will not open and close on that day. Particulars of the arrangements are set forth under the section “How to Apply for the Public Offer Shares – 9. Effect of Bad Weather on the Opening of the Application Lists”. If the application lists do not open and close on Wednesday, 5 October 2016, the dates mentioned in this section “Expected Timetable” may be affected. A press announcement will be made by our Company in such event. 3. Applicants who apply for the Public Offer Shares by giving electronic application instructions should refer to the section “How to Apply for the Public Offer Shares – 5. Applying by Giving Electronic Application Instructions to HKSCC via CCASS”. 4. None of the website of our Company or any of the information contained on the website of our Company forms part of this prospectus. 5. Share certificates for the Public Offer Shares will only become valid certificates of title at 8:00 a.m. (Hong Kong time) on the Listing Date (such date is currently expected to be on Monday, 17 October 2016) provided that (i) the Share Offer becomes unconditional in all respects; and (ii) the right of termination as described in the section “Underwriting – Underwriting Arrangements And Expenses – Public Offer – Grounds for Termination” has not been exercised thereto and has lapsed. Investors who trade Shares on the basis of publicly available allocation details prior to the receipt of Share certificates or prior to the Share certificates becoming valid certificates of title do so entirely at their own risk. 6. Applicants who have applied on WHITE Application Forms for 1,000,000 Public Offer Shares or more under the Public Offer and have provided all information required by WHITE Application Form may collect any refund cheque(s) (where applicable) and/or Share certificate(s) in person from our Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Friday, 14 October 2016. Applicants being individuals who are eligible and opt for personal collection must not authorise any other person to make collection on their behalf. Applicants being corporations who are eligible and opt for personal collection must attend by their authorised representatives bearing letters of authorisation from their corporations stamped with the corporations’ chop. Identification and (where applicable) authorization documents acceptable to our Hong Kong Branch Share Registrar, Tricor Investor Services Limited, must be produced at the time of collection. 7. Applicants who have applied on YELLOW Application Forms for 1,000,000 Public Offer Shares or more under the Public Offer may collect their refund cheque(s), where applicable, in person but may not elect to collect their Share certificate(s), which will be deposited into CCASS for the credit of their designated CCASS Participants’ stock accounts or CCASS Investor Participant stock accounts, as appropriate. The procedures for collection of refund cheque(s) for YELLOW Application Form applicants are the same as those for WHITE Application Form applicants specified in note 6 above. 8. For applicants who have applied for Public Offer Shares by giving electronic application instructions to HKSCC, their refund (if any) will be credited to their designated bank account or the designated bank account of the designated CCASS Participant through which they made their application on Friday, 14 October 2016. For applicants who have instructed their designated CCASS Participant (other than CCASS Investor Participant) to give electronic application instructions on their behalf, they can check the amount of refund (if any) payable to them with that designated CCASS Participant. For applicants who have applied as CCASS Investor Participant, they can check the amount of refund (if any) payable to them via the CCASS Phone System and CCASS Internet System (under the procedures contained in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time) on Friday, 14 October 2016 or in the activity statement showing the amount of refund money credited to their designated bank account made available to them by HKSCC immediately after the credit of refund money to their bank account. Please refer to the section headed “How to Apply for the Public Offer Shares – 13. Despatch/Collection of Share certificates and refund monies” in this prospectus for details. –ii– EXPECTED TIMETABLE (1) 9. Refund cheques will be issued in respect of wholly or partially unsuccessful applications pursuant to the Public Offer 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.