Q P Group Holdings Limited 雋思集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock code : 1412 Sole Sponsor Global Offering Sole Global Coordinator and Sole Bookrunner Joint Lead Managers IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Q P Group Holdings Limited 雋思集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the : 133,000,000 Shares (subject to the exercise of Global Offering the Over-allotment Option) Number of Hong Kong Offer Shares : 13,300,000 Shares (subject to adjustment) Number of International Placing Shares : 119,700,000 Shares (subject to adjustment and the exercise of the Over-allotment Option) Offer Price : Not more than HK$1.45 per Offer Share and expected to be not less than HK$1.05 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 in Hong Kong dollars and subject to refund) Nominal value : HK$0.01 per Share Stock code : 1412 Sole Sponsor Sole Global Coordinator and Sole 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 “Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection – Documents delivered to the Registrar of Companies in Hong Kong” in Appendix VI 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 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 final Offer Price is currently expected to be fixed by an agreement between our Company and the Sole Global Coordinator (for itself and on behalf of the Underwriters) on the Price Determination Date, which is scheduled on or about 9 January 2020, or such later date as may be agreed between our Company and the Sole Global Coordinator (for itself and on behalf of the Underwriters) and, in any event, not later than 10 January 2020. The Offer Price will not be more than HK$1.45 and is currently expected to be not less than HK$1.05 unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$1.45 for each Offer Share together with a brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading feeof 0.005% subject to refund if the Offer Price as finally determined should be lower than HK$1.45. The Sole Global Coordinator (for itself and on behalf of the Underwriters) may, with our consent, extend or reduce the indicative Offer Price range stated in this prospectus (which is HK$1.05 to HK$1.45 per Offer Share) at any time on or before the morning of the last day for lodging applications under the Hong Kong Public Offer. In such a case, notices of the extension or reduction in the indicative Offer Price range will be published on the Stock Exchange’s website at www.hkexnews.hk and our Company’s website at www.qpp.com not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offer. If, for any reason, the Offer Price is not agreed between the Sole Global Coordinator (for itself and on behalf of the Underwriters) and our Company on or before 10 January 2020, the Global Offering (including the Hong Kong Public Offer) will not proceed and will lapse. See “Structure and Conditions of the Global Offering” and “How to Apply for Hong Kong Offer Shares” for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered, sold, pledged or transferred, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws. The Offer Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S. Prospective investors of the Global Offering should note that the Sole Global Coordinator is entitled to terminate their obligations under the Hong Kong Underwriting Agreement by notice in writing to our Company given by the Sole Global Coordinator upon the occurrence of any of the events set out under “Underwriting – Underwriting arrangements and expenses – Hong Kong Public Offer – Hong Kong Underwriting Agreement – Grounds for Termination”, at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Should the Sole Global Coordinator terminates its obligations under the Public Offer Underwriting Agreement in accordance with the terms of the Hong Kong Underwriting Agreement, the Global Offering will not proceed and will lapse. Prior to making an investment decision, prospective investors should consider carefully all of the information contained in this prospectus, including the risk factors set out in “Risk Factors”. 31 December 2019 EXPECTED TIMETABLE If there is any change in the following expected timetable of the Hong Kong Public Offer, we will issue an announcement in Hong Kong to be published on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company at www.qpp.com. Date(1) Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(2) .................11:30 a.m. on Thursday, 9 January 2020 Application lists of the Hong Kong Public Offer open(3) .........11:45 a.m. on Thursday, 9 January 2020 Latest time to lodge WHITE and YELLOW Application Forms ....................................12:00 noon on Thursday, 9 January 2020 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 Thursday, 9 January 2020 Latest time to give electronic application instructions to HKSCC(4) ........................................12:00 noon on Thursday, 9 January 2020 Application lists of the Hong Kong Public Offer close ..........12:00 noon on Thursday, 9 January 2020 Expected Price Determination Date(5) ......................Thursday, 9 January 2020 Announcement of the Offer Price, the level of applications in the Hong Kong Public Offer, the level of indications of interest in the International Placing and the basis of allocation of the Hong Kong Offer Shares to be published on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company at www.qpp.com on or before ............Wednesday, 15 January 2020 Announcement of results of allocations in the Hong Kong Public Offer (with 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.hkex.com.hk and our Company at www.qpp.com (for further details, please see “How to Apply for Hong Kong Offer Shares – 11. Publication of results”) from.....................Wednesday, 15 January 2020 –i– EXPECTED TIMETABLE Results of allocations in the Hong Kong 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 Number/Business Registration Number” function .........................................Wednesday, 15 January 2020 Despatch/Collection of White Form e-Refund payment instructions/refund cheques in respect of wholly or partially successful applications if the final Offer Price is less than the price payable on application (if applicable) and wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offer on or before (Notes 6 to 8) ..........................Wednesday, 15 January 2020 Despatch/Collection of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offer on or before ...............Wednesday, 15 January 2020 Dealings in the Shares on the Stock Exchange expected to commence on......................................Thursday, 16 January 2020 The application for the Hong Kong Offer Shares will commence on Tuesday, 31 December 2019 through Thursday, 9 January 2020, being longer than normal market practice of four days. The application monies (including the brokerages, SFC transaction levies and Stock Exchange trading fees) will be held by the receiving bank on behalf of our Company and the refund monies, if any, will be returned to the applicants without interest on Wednesday, 15 January 2020. Investors should be aware that dealings in the Shares on the Stock Exchange are expected to commence on Thursday, 16 January 2020. Notes: 1. All times and dates refer to Hong Kong local time, 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.