THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of the Prospectus Documents or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Celebrate International Holdings Limited (the “Company”), you should at once hand the Prospectus Documents to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. A copy of each of the Prospectus Documents, together with the documents specified in the sub-section headed “Documents delivered to the Registrar of Companies in Hong Kong” in Appendix III to this Prospectus, have been registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility for the contents of any of these documents. Subject to the granting of the listing of, and permission to deal in, the Offer Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Offer Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Offer Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Hong Kong Exchanges and Clearing Limited, HKSCC and the Stock Exchange take no responsibility for the contents of the Prospectus Documents, make no representation as to their 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 the Prospectus Documents. CELEBRATE INTERNATIONAL HOLDINGS LIMITED 譽滿國際（控股）有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 8212) OPEN OFFER ON THE BASIS OF THIRTY OFFER SHARES FOR EVERY ONE EXISTING SHARE HELD ON THE RECORD DATE AT THE SUBSCRIPTION PRICE OF HK$0.105 PER OFFER SHARE Underwriter to the Open Offer Freeman Securities Limited Capitalised terms used in this cover page shall have the same meanings as those defined in this Prospectus. The Latest Acceptance Date & Time is at 4:00 p.m. on Thursday, 9 July 2015. The procedures for acceptance of and payment for the Offer Shares are set out on page 9 of this Prospectus. The Open Offer is subject to the satisfaction of certain conditions as described in the sub-section headed “Conditions of the Open Offer” herein, in particular, the Underwriting Agreement having become unconditional and not having been terminated (see the section headed “Termination of the Underwriting Agreement” herein) on or before the Latest Time for Termination. Accordingly, the Open Offer may or may not proceed. Shareholders should note that the Shares have been dealt in on an ex-entitlement basis commencing from Monday, 15 June 2015 and that dealings in the Shares may take place while the conditions to which the Underwriting Agreement is subject remain unfulfilled. Any dealings in the Shares up to the date on which all the conditions of the Open Offer are fulfilled will accordingly bear the risk that the Open Offer may not become unconditional or may not proceed. Shareholders and potential investors of the Company should therefore exercise extreme caution when dealings in the Shares, and if they are in any doubt about their position, they should consult their own professional advisers. The Prospectus Documents will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem. com for a minimum period of 7 days from the date of their posting and on the website of the Company at http://www.ciholdings.com. hk. 24 June 2015 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. i CONTENT Page Definitions ................................................................... 1 Termination of the Underwriting Agreement ........................................ 7 Expected timetable ............................................................. 9 Letter from the Board .......................................................... 10 Appendix I – Financial Information of the Group .............................. 32 Appendix II – Unaudited Pro Forma Financial Information of the Group ........... 35 Appendix III – General Information .......................................... 40 ii DEFINITIONS In this Prospectus, the following expressions shall have the following meanings unless the context indicates otherwise: “Acquisition” acquisition of the Sale Share(s) and the Sale Loan pursuant to the Conditional Agreements for Sale and Purchase “Announcement” the announcement of the Company dated 18 March 2015 in relation to, inter alia, the Acquisition, Share Consolidation and the Open Offer “Application Form(s)” the application form(s) to be issued to the Qualifying Shareholders in respect of their assured entitlements under the Open Offer “associate(s)” has the meaning ascribed thereto under the GEM Listing Rules “Board” the board of Directors “BVI” the British Virgin Islands “Business Day” a day (other than a Saturday, Sunday and public holiday or days on which a typhoon signal 8 or above or black rainstorm signal is hoisted in Hong Kong at 10:00 am) on which banks in Hong Kong are generally open for business “CCASS” the Central Clearing and Settlement System established and operated by HKSCC “Companies Ordinance” the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) “Company” Celebrate International Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on GEM “Completion” the completion of the Conditional Agreements for Sale and Purchase and such Completion took place on 17 June 2015 “Conditional Agreements for the Sale and Purchase Agreement, the Supplemental Sale and Sale and Purchase” Purchase Agreement, the Second Supplemental Sale and Purchase Agreement and the Third Supplemental Sale and Purchase Agreement “Consideration” the consideration in the aggregate sum of up to HK$160,650,000 paid by the Purchaser to the Vendor for the Acquisition 1 DEFINITIONS “Consolidated Share(s)” share(s) of par value of HK$0.02 each in the issued share capital of the Company upon completion of the Share Consolidation and Share Consolidation became effective on 12 June 2015 “Controlling Shareholder(s)” has the meaning ascribed thereto under the GEM Listing Rules “Director(s)” director(s) of the Company “EAF(s)” the form(s) of application for use by the Qualifying Shareholders who wish to apply for excess Offer Shares “EGM” the extraordinary general meeting of the Company held on 11 June 2015 where the Independent Shareholders have approved, among other things, the Open Offer “Enlarged Group” the Group and the Target Group upon Completion “GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “HKSCC” Hong Kong Securities Clearing Company Limited “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Shareholders” any Shareholders other than the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates “Independent Third Party(ies)” person(s) or company(ies) who/which is/are not connected with the Company and its connected persons (as defined under the GEM Listing Rules) “Land Property” the land properties legally and beneficially owned by SGDL “Last Trading Day” 29 January 2015, being the date of the Underwriting Agreement, and the last trading day immediately before the date of the Underwriting Agreement “Latest Acceptance Date & Time” 4:00 p.m. on 9 July 2015 (or such other date as the Underwriter and the Company may agree in writing) as the latest time and date for acceptance of, and payment for, the Offer Shares and application and payment for the excess Offer Shares 2 DEFINITIONS “Latest Practicable Date” 19 June 2015, being the latest practicable date prior to the printing of this Prospectus