MOS HOUSE GROUP LIMITED MOS HOUSE GROUP LIMITED (Incorporated in the Cayman Islands with limited liability) Stock Code: 1653 MOS HOUSE GROUP LIMITED PLACING AND PUBLIC OFFER Sole Global Coordinator, Joint Bookrunner Sponsor and Joint Lead Manager Joint Bookrunner and Joint Lead Manager IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. MOS HOUSE GROUP LIMITED (Incorporated in the Cayman Islands with limited liability) PLACING AND PUBLIC OFFER Number of Offer Shares : 500,000,000 Shares Number of Public Offer Shares : 50,000,000 Shares (subject to re-allocation) Number of Placing Shares : 450,000,000 Shares (subject to re-allocation) Offer Price : not more than HK$0.25 per Offer Share and expected to be not less than HK$0.19 per Offer Share (payable in full in Hong Kong dollars on application plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% and subject to refund) Nominal value : HK$0.01 per Share Stock code : 1653 Sponsor Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager Joint Bookrunner and Joint 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 in 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 as to the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be fixed by agreement between the Sole Global Coordinator (for itself and on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or about Wednesday, 10 October 2018 and, in any event, not later than Monday, 15 October 2018. The Offer Price will be not more than HK$0.25 and is currently expected to be not less than HK$0.19. The information contained herein does not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States unless they are registered under applicable law or are exempt from registration under the US Securities Act. The securities mentioned herein have not been, and will not be, registered under the US Securities Act. No public offering of securities will be made in the United States. The Sole Global Coordinator (for itself and on behalf of the Underwriters) may, with our Company’s consent, reduce the number of Offer Shares below that stated in this prospectus at any time on or prior to the morning of the last day for lodging applications under the Public Offer. In such a case, an announcement of the reduction in the number of Offer Shares being offered will be published on our Company’s website at www.rbmsgroup.com and the website of the Stock Exchange at www.hkexnews.hk as soon as practicable but in any event not later than the morning of the last day for lodging applications under the Public Offer for which details are set out in the sections headed ‘‘Structure of the Share Offer’’ and ‘‘How to apply for Public Offer Shares’’ in this prospectus. Prior to making an investment decision, prospective investors should consider carefully all 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 Underwriters under the Underwriting Agreements to subscribe for, and to procure applicants for the subscription for, the OfferShares,are subject to termination by the Sole Global Coordinator (for itself and on behalf of the Underwriters), if certain grounds arise prior to 8:00 a.m. (Hong Kong time) on the date when dealings in the Shares first commence on the Stock Exchange. Further details of such termination are set out in the section headed ‘‘Underwriting — Public Offer Underwriting Arrangements — Public Offer — Grounds for termination’’ in this prospectus. 28 September 2018 EXPECTED TIMETABLE (Note 1) Latest time to complete electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk (Note 4) ....................................................11:30a.m.on Friday, 5 October 2018 Application lists of the Public Offer open (Note 2) ....................................11:45a.m.on Friday, 5 October 2018 Latest time to lodge WHITE and YELLOW ApplicationForms..................... 12:00noonon Friday, 5 October 2018 Latest time to give electronic application instructions to HKSCC (Note 3)............................................................ 12:00noonon Friday, 5 October 2018 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPSpaymenttransfer(s)...................................................... 12:00noonon Friday, 5 October 2018 ApplicationlistsofthePublicOfferclose......................................... 12:00noonon Friday, 5 October 2018 Expected Price Determination Date on or around (Note 7)................ Wednesday,10October2018 (1) Announcement of . the level of applications in the Public Offer; . the level of indications of interest in the Placing; and . the basis of allotment of the Public Offer Shares expected to be published on the Stock Exchange’swebsite at www.hkexnews.com.hk and our Company’swebsite at www.rbmsgroup.com onorbefore............................. Thursday,18October2018 (2) Results of allocation of the Public Offer (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels (see the section headed ‘‘How to apply for Public Offer Shares — 11. Publication of results’’ inthisprospectus)from.............. Thursday,18October2018 A full announcement of the Public Offer containing (1) and (2) above will be published on the Company’s website at www.rbmsgroup.com and the website of the Stock Exchange at www.hkexnews.com.hk from.................................... Thursday,18October2018 – i – EXPECTED TIMETABLE (Note 1) Results of allocations in the Public Offer will be available at www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/Allotment; Chinese https://www.eipo.com.hk/zh-hk/Allotment) with a ‘‘search by ID’’ functionfrom................................ Thursday,18October2018 Despatch/Collection of share certificates in respect of wholly or partially successful applications and wholly or partially unsuccessful applications pursuant to the Public Offer on or before (Note 6) ...................... Thursday,18October2018 Despatch of White Form e-Refund payment instructions/refund cheques in respect of wholly or partially unsuccessful applications on or before (Notes 6 and 7) .......................................... Thursday,18October2018 Dealings in Shares on the Stock Exchange to commenceat9:00a.m.on............................................Friday,19October2018 Notes: (1) All times refer to Hong Kong local time, except otherwise stated. Details of the structure of the Share Offer, including conditions of the Share Offer, are set forth in the section headed ‘‘Structure of the Share Offer’’ in this prospectus. (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. and 12:00 noon on Friday, 5 October 2018, the application lists will not open and close on that day. See the section headed ‘‘How to apply for Public Offer Shares — 10. Effect of bad weather on the opening of the application lists’’ in this prospectus. (3) Applicants who apply for Public Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed ‘‘How to apply for Public Offer Shares — 6. Applying by giving electronic application instructions to HKSCC via CCASS’’ in this prospectus. (4) You will not be permitted to submit your application to the White Form eIPO service provider through the designated website 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 a payment 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. (5) Refund cheques or e-Refund payment instructions will be issued in respect of wholly or partially unsuccessful applications pursuant to the Public Offer. Part of the applicant’s Hong Kong identity card number or passport number, or, if the application is made by joint applicants, part of the Hong Kong identity card number or passport number of the first-named applicant, provided by the applicant(s) may be printed on the refund cheque, if any. Such data would also
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