Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

China Silver Group Limited Capital/Financing Update 2012

Dec 13, 2012

49483_rns_2012-12-13_9c1efc39-2bf2-4a8d-949d-f24df1d12470.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility for the contents of this announcement, 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 announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to sell, acquire, purchase or subscribe for securities. Potential investors should read the prospectus dated Friday, December 14, 2012 (the “ Prospectus ”) issued by China Silver Group Limited (the “ Company ”) for detailed information about the Global Offering before deciding whether or not to invest in the Offer Shares.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States except pursuant to registration or an exemption from registration requirements under the United States Securities Act of 1933, as amended. The Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended or any state securities laws of the United States. There will not and it is not currently intended for there to be any public offering of securities of the Company in the United States.

In connection with the Global Offering, CCB International Capital Limited, as stabilizing manager (the“ Stabilizing Manager ”), its affi liates or any person acting for it, on behalf of the Underwriters, may over-allocate Shares or effect any other transactions with a view to stabilizing or maintaining the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager, its affi liates or any person acting for it to conduct any such stabilizing action. Such stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance. Such stabilization action, if commenced, will be conducted at the absolute discretion of the Stabilizing Manager, its affi liates or any person acting for it and may be discontinued at any time, and is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. The details of the intended stabilization and how it will be regulated under the Securities and Futures Ordinance are set out in the section headed “Structure of the Global Offering” in the Prospectus.

Potential investors should be aware that stabilizing action cannot be taken to support the price of the Shares for longer than the stabilization period which will begin on the Listing Date and is expected to expire on Friday, January 18, 2013, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, and demand for the Shares and the price of the Shares, could fall.

Unless otherwise defi ned herein, terms used in this announcement shall have the same meanings as those defi ned in the Prospectus.

1

China Silver Group Limited 中國白銀集團有限公司

(Incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

Number of Offer Shares under : 158,840,000 Shares (subject to the Global Offering the Over-allotment Option) Number of Hong Kong : 15,884,000 Shares (subject to adjustment) Public Offer Shares Number of International Offer Shares : 142,956,000 Shares, comprising 116,476,000 new Shares to be offered for subscription by our Company and 26,480,000 Sale Shares to be offered for sale by the Selling Shareholder (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$1.68 per Offer Share (payable in full on application plus a brokerage of 1.0%, an SFC transaction levy of 0.003% and a Stock Exchange trading fee of 0.005% and subject to refund) and expected to be not less than HK$1.18 per Offer Share Nominal Value : HK$0.01 per Share Stock Code : 815

Sole Sponsor and Sole Global Coordinator

Joint Bookrunners and Joint Lead Managers

2

Application has been made by the Company to the Listing Committee for the granting of the approval for listing of, and permission to deal in, the Shares in issue and to be issued pursuant to (i) the Global Offering (including any additional Shares which may be made available or issued pursuant to the Capitalization Issue and the exercise of the Over-allotment Option); and (ii) the exercise of any options which may be granted under our Share Option Scheme. The Global Offering comprises the Hong Kong Public Offering of initially 15,884,000 Shares (subject to adjustment), representing approximately 10% of the total number of Shares initially being offered in the Global Offering, and the International Offering of initially 142,956,000 Shares, comprising 116,476,000 new Shares to be offered for subscription by our Company and 26,480,000 Sale Shares to be offered for sale by the Selling Shareholder (subject to adjustment and the Over-allotment Option), representing approximately 90% of the total number of Shares initially being offered in the Global Offering.

Subject to the granting of the approval for the listing of, and permission to deal in, the Shares in issue and to be issued as described in the Prospectus on the Stock Exchange, as well as compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date, or such other date as may be determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Offer Shares to be admitted into CCASS. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day.

Assuming the Global Offering becomes unconditional at or before 8:00 a.m. on Friday, December 28, 2012, it is expected that dealings in the Shares on the Stock Exchange are to commence at 9:00 a.m. on Friday, December 28, 2012. In the event that the Over-allotment Option is exercised, an announcement will be made on the Company’s website at www.chinasilver.hk and the website of the Stock Exchange at www.hkexnews.hk .

The Offer Price will not be more than HK$1.68 per Offer Share and is expected to be not less than HK$1.18 per Offer Share. Applicants for the Hong Kong Public Offer Shares are required to pay, on application, the maximum Offer Price of HK$1.68 per Offer Share together with a brokerage of 1.0%, an SFC transaction levy of 0.003% and a Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as fi nally determined is less than HK$1.68 per Offer Share.

Applications for the Hong Kong Public Offer Shares will only be considered on the basis set out in the Prospectus and the Application Forms. Applicants who wish the Hong Kong Public Offer Shares to be issued in their own names should (i) complete and sign the WHITE Application Forms; or (ii) submit applications online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk under the White Form eIPO service. Applicants who wish to have the Hong Kong Public Offer Shares issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants should (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.

3

Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Friday, December 14, 2012, until 12:00 noon on Wednesday, December 19, 2012 from:

  • (1) any of the following addresses of the Hong Kong Underwriters:

CCB International Capital Limited at 34/F, Two Pacifi c Place, 88 Queensway, Admiralty, Hong Kong; or

UOB Kay Hian (Hong Kong) Limited at 15/F, Aon China Building, 29 Queen’s Road Central, Hong Kong; or

Oriental Patron Securities Limited at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong;

  • (2) any of the following branches of the receiving banks for the Hong Kong Public Offering:

    • (a) The Hongkong and Shanghai Banking Corporation Limited :
District Branch Name Address
Hong Kong Island Hong Kong Off ce Level 3, 1 Queen’s Road Central,
Hong Kong
Des Voeux Road China Insurance Group Building,
Central Branch 141 Des Voeux Road Central,
Hong Kong
Kowloon Kwun Tong Branch No. 1, Yue Man Square,
Kwun Tong, Kowloon
Mong Kok Branch Basement & U/G, 673 Nathan Road,
Mong Kok, Kowloon
Tsim Sha Tsui Branch Basement & 1/F,
82–84 Nathan Road,
Tsim Sha Tsui, Kowloon
New Territories Shatin Plaza Branch Shop 49, Level 1, Shatin Plaza,
21–27 Sha Tin Centre Street,
Sha Tin, New Territories
Yuen Long Branch G/F, HSBC Building Yuen Long,
150–160 Castle Peak Rd,
Yuen Long, New Territories

4

(b) China Construction Bank (Asia) Corporation Limited :

District Branch Name Address
Hong Kong Island Central Branch 6 Des Voeux Road Central,
Central, Hong Kong
Wanchai Hennessy Road 139 Hennessy Road,
Branch Wanchai, Hong Kong
Causeway Bay Plaza G/F, Causeway Bay Plaza 1,
Branch Causeway Bay, Hong Kong
North Point Branch 382 King’s Road, North Point,
Hong Kong
Kowloon Yaumati Branch 556 Nathan Road,
Yaumati, Kowloon
Tai Kok Tsui Shop 109, 1/F, Olympian City 2,
Olympian City Branch Tai Kok Tsui, Kowloon
New Territories Tsuen Wan Branch 282 Sha Tsui Road,
Tsuen Wan, New Territories
(c) Wing Lung Bank Limited:
District Branch Name Address
Hong Kong Island Head Off ce 45 Des Voeux Road Central,
Central, Hong Kong
North Point Branch 361 King’s Road, Hong Kong
Kowloon Mongkok Branch Wing Lung Bank Centre,
636 Nathan Road, Mongkok,
Kowloon
New Territories Tsuen Wan Branch 251 Sha Tsui Road, New Territories
Sheung Shui Branch 128 San Fung Avenue, Sheung Shui,
New Territories

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Friday, December 14, 2012, until 12:00 noon on Wednesday, December 19, 2012 from:

  • (1) the Depository Counter of HKSCC at 2nd Floor, Infi nitus Plaza, 199 Des Voeux Road Central, Hong Kong; or

  • (2) your stockbroker, who may have the Prospectus and YELLOW Application Forms available.

5

Applicants applying by using the White Form eIPO service may submit their applications to White Form eIPO Service Provider through the designated website at www.eipo.com.hk from 9:00 a.m. on Friday, December 14, 2012 until 11:30 a.m. on Wednesday, December 19, 2012 (24 hours daily, except on the last application day) or such later date as described in the section headed “How to Apply for Hong Kong Public Offer Shares — 12. Effect of bad weather conditions on the opening of the application lists” in the Prospectus.

CCASS Participants can input electronic application instructions from 9:00 a.m. on Friday, December 14, 2012 until 12:00 noon on Wednesday, December 19, 2012.

Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Public Offer Shares” in the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

The Company expects to publish the announcement on the fi nal Offer Price, the level of indication of interest in the International Offering, the level of application in the Hong Kong Public Offering and the basis of allotment under the Hong Kong Public Offering on Thursday, December 27, 2012 in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), on the Company’s website at www.chinasilver.hk and the website of the Stock Exchange at www.hkexnews.hk .

Results of allocations in the Hong Kong Public Offering (with successful applicants’ identifi cation document numbers, where appropriate) will be made available at the times and dates and in the manner as described in the section headed “How to Apply for Hong Kong Public Offer Shares — 13. Publication of Results” in the Prospectus.

The Company will not issue temporary documents of title or receipt for sums paid on application. Share certifi cates will only become valid documents of title at 8:00 a.m. on Friday, December 28, 2012 provided that the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance with its terms.

Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Friday, December 28, 2012. The Shares will be traded in board lots of 2,000 Shares and the stock code of the Company is 815.

By Order of the Board China Silver Group Limited Chen Wantian Chairman

Hong Kong, Friday, December 14, 2012

As at the date of this announcement, our executive Directors are Mr. Chen Wantian, Mr. Song Guosheng and Mr. Chen Guoyu; and our independent non-executive Directors are Dr. Li Haitao, Dr. Jiang Tao and Dr. Zeng Yilong.

Please also refer to the published version of this announcement in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese).

6