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Dexin Services Group Limited — Capital/Financing Update 2021
Jun 29, 2021
50451_rns_2021-06-28_735d738b-73f4-4084-9d8c-748623f925ea.pdf
Capital/Financing Update
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Unless otherwise defined herein, capitalized terms in this announcement shall have the same meanings as those defined in the prospectus dated June 29, 2021 (the “ Prospectus ”) issued by Dexin Services Group Limited (the “ Company ”).
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 offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities of the Company. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction where such distribution is not permitted by the relevant law. This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States. The Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”) or any state securities law in the United States. The securities may not be offered or sold in the United States except that the Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The Company has not intended and does not intend to make any public offer of securities in the United States.
In connection with the Global Offering, CCB International Capital Limited, as stabilizing manager (the “ Stabilizing Manager” ), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be conducted at the absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity 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. 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 (Cap. 571 of the Laws of Hong Kong).
Potential investors should be aware that stabilizing action cannot be taken to support the price of the Offer Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on Saturday, August 7, 2021, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, demand for the Offer Shares, and therefore the price of the Offer Shares, could fall.
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Dexin Services Group Limited 德信服 務 集 團 有限公司
(Incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under : 250,000,000 Shares (subject to the the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 25,000,000 Shares (subject to reallocation) Number of International Offer Shares : 225,000,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$3.44 per Hong Kong Offer Share, plus brokerage of 1.0%, 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 : 2215
Sole Sponsor, Sole Global Coordinator
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Joint Bookrunners and Joint Lead Managers
Application has been made by the Company to the Listing Committee of the Stock Exchange for the granting of the approval for the listing of, and permission to deal in, the Shares in issue and to be issued (pursuant to the Global Offering and the exercise of the Over-allotment Option). Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Thursday, July 15, 2021.
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The Global Offering comprises (i) the Hong Kong Public Offering of initially 25,000,000 Offer Shares (subject to reallocation), representing 10% of the total number of Shares initially available under the Global Offering; and (ii) the International Offering of initially 225,000,000 Offer Shares (subject to reallocation and the Over-allotment Option, pursuant to which the Company may be required to issue and allot up to an aggregate of 37,500,000 Shares, representing no more than 15% of the Offer Shares initially available under the Global Offering, at the Offer Price to cover over-allocations in the International Offering, if any), representing 90% of the total number of Shares initially available under the Global Offering. The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section headed “Structure of the Global Offering – The Hong Kong Public Offering – Reallocation” in the Prospectus. In particular, the Offer Shares to be offered in the Hong Kong Public Offering and the International Offering may, in certain circumstances, be reallocated as between these offerings at the discretion of the Sole Global Coordinator. In the event that the Sole Global Coordinator decides to reallocate Offer Shares from the International Offering to the Hong Kong Public Offering, and such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, in accordance with Guidance Letter HKEX-GL91-18, the maximum total number of Offer Shares that may be reallocated to the Hong Kong Public Offering will be 25,000,000 Offer Shares, so that the total number of the Offer Shares available under the Hong Kong Public Offering will be increased to 50,000,000 Offer Shares, representing 20% of the Offer Shares initially available under the Global Offering, and the final Offer Price shall be fixed at the low-end of the Offer Price range (that is, HK$2.66 per Offer Share) stated in the Prospectus.
Subject to the granting of the approval for listing of, and permission to deal in, the Shares on the Stock Exchange and 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. 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. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Offer Shares to be admitted into CCASS.
In connection with the Global Offering, the Company expects to grant to the International Underwriters, exercisable in whole or in part by the Sole Global Coordinator (for itself and on behalf of the International Underwriters) the Over-allotment Option, which will be exercisable at any time and from the Listing Date until up to (and including) the date which is the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering, to require the Company to allot and issue up to an aggregate of 37,500,000 Shares, representing 15% of the Offer Shares initially available under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering, if any. In the event the Over-allotment Option is exercised, an announcement will be made by the Company on the website of the Company at www.shengquanwuye.com and the website of the Stock Exchange at www.hkexnews.hk .
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The Offer Price will not be more than HK$3.44 per Offer Share and is currently expected to be not less than HK$2.66 per Offer Share. Applicants for the Hong Kong Offer Shares are required to pay in full, on application, the maximum Offer Price of HK$3.44 per Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$3.44 per Offer Share.
Applications for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the relevant Application Forms and the designated website (www.eipo.com.hk) for the White Form eIPO.
Applicants who would like to have the allotted Hong Kong Offer Shares registered in their own names should either (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 would like to have the allotted Hong Kong Offer Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms, or (ii) give electronic application instructions to HKSCC via CCASS.
Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Tuesday, June 29, 2021, until 12:00 noon on Thursday, July 8, 2021 from:
- (i) the following offices of the Hong Kong Underwriters:
| CCB International Capital Limited | 12/F., CCB Tower |
|---|---|
| 3 Connaught Road Central | |
| Central, Hong Kong | |
| China Industrial Securities | 32/F, Infinitus Plaza |
| International Capital Limited | 199 Des Voeux Road Central |
| Sheung Wan | |
| Hong Kong | |
| Zhongtai International Securities | 19/F, Li Po Chun Chambers |
| Limited | 189 Des Voeux Road Central |
| Central | |
| Hong Kong | |
| Vision Capital International | Room A01-A02, 11/F., |
| Holdings Limited | Grand Millennium Plaza |
| 181 Queen’s Road Central | |
| Sheung Wan | |
| Hong Kong | |
| Futu Securities International | Unit C1-2 13/F United Centre |
| (Hong Kong) Limited | No.95 Queensway |
| Hong Kong |
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| Valuable Capital Limited | Room 2808, 28/F |
|---|---|
| China Merchants Tower | |
| Shun Tak Centre | |
| 168-200 Connaught Road Central | |
| Hong Kong | |
| I Win Securities Limited | Room 1916, Hong Kong Plaza |
| 188 Connaught Road West | |
| Hong Kong |
- (ii) any of the designated branches of the following receiving banks:
Bank of China (Hong Kong) Limited
| District | Branch name | Address |
|---|---|---|
| Hong Kong Island | Connaught Road Central | 13-14 Connaught Road Central, |
| Branch | Hong Kong | |
| Kowloon | Wong Tai Sin Branch | Shop G13 & G13A, G/F, |
| Temple Mall South, Wong Tai Sin, | ||
| Kowloon | ||
| Tsim Sha Tsui East Branch | Shop 3,LG/F,Hilton Towers, | |
| 96 Granville Road, Tsim Sha | ||
| Tsui East, Kowloon | ||
| New Territories | Fanling Centre Branch | Shop 2D-E & H, Fanling Centre, |
| Fanling, New Territories | ||
| Shatin Branch | Shop 20, Level 1, Lucky Plaza, | |
| 1-15 Wang Pok Street, Sha Tin, | ||
| New Territories | ||
| China Construction Bank (Asia) Corporation Limited | ||
| District | Branch name | Address |
| Hong Kong Island | SWDVR Branch | G/F, 237-239 Des Voeux Road |
| Central, Sheung Wan, Hong Kong | ||
| Kowloon | Jordan Branch | G/F & 1/F, 314-316 Nathan Road, |
| Jordan Kowloon, Hong Kong |
Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Tuesday, June 29, 2021 until 12:00 noon on Thursday, July 8, 2021 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or your stockbroker, who may have such YELLOW Application Forms and the Prospectus available.
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The WHITE or YELLOW Application Forms completed in all respects in accordance with the instructions printed thereon, together with a cheque or banker’s cashier order attached and marked payable to “ BANK OF CHINA (HONG KONG) NOMINEES LIMITED – DEXIN SERVICES GROUP PUBLIC OFFER ” for the payment, should be deposited in the special collection boxes provided at any of the designated branches of the receiving banks listed above on such dates and during such time as specified in the Application Forms as follows:
(a) Bank of China (Hong Kong) Limited
– Tuesday, June 29, 2021 9:00 a.m. to 5:00 p.m. – Wednesday, June 30, 2021 9:00 a.m. to 5:00 p.m. – Friday, July 2, 2021 9:00 a.m. to 5:00 p.m. – Saturday, July 3, 2021 9:00 a.m. to 1:00 p.m. – Monday, July 5, 2021 9:00 a.m. to 5:00 p.m. – Tuesday, July 6, 2021 9:00 a.m. to 5:00 p.m. – Wednesday, July 7, 2021 9:00 a.m. to 5:00 p.m. Thursday, July 8, 2021 – 9:00 a.m. to 12:00 noon
(b) China Construction Bank (Asia) Corporation Limited
– Tuesday, June 29, 2021 9:00 a.m. to 5:00 p.m. – Wednesday, June 30, 2021 9:00 a.m. to 5:00 p.m. – Friday, July 2, 2021 9:00 a.m. to 5:00 p.m. – Saturday, July 3, 2021 9:00 a.m. to 1:00 p.m. – Monday, July 5, 2021 9:00 a.m. to 5:00 p.m. – Tuesday, July 6, 2021 9:00 a.m. to 5:00 p.m. – Wednesday, July 7, 2021 9:00 a.m. to 5:00 p.m. Thursday, July 8, 2021 – 9:00 a.m. to 12:00 noon
Applicants applying by White Form eIPO service may submit applications through the White Form eIPO service at www.eipo.com.hk from 9:00 a.m. on Tuesday, June 29, 2021 until 11:30 a.m. on Thursday, July 8, 2021 (24 hours daily, except on the last application day) and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Thursday, July 8, 2021 or such later time as described in the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.
The application for the Hong Kong Offer Shares will commence on Tuesday, June 29, 2021 through Thursday, July 8, 2021, being longer than normal market practice of four days. The application monies (including the brokerage, SFC transaction levy and Stock Exchange trading fee) will be held by the receiving banks on behalf of the Company after the closing of the Application Lists and the refund monies, if any, will be returned to the applicants without interest on Wednesday, July 14, 2021. Investors should be aware that the dealings in the Shares on the Stock Exchange are expected to commence on Thursday, July 15, 2021.
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CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:[(1)]
– Tuesday, June 29, 2021 9:00 a.m. to 8:30 p.m. – Wednesday, June 30, 2021 8:00 a.m. to 8:30 p.m. – Friday, July 2, 2021 8:00 a.m. to 8:30 p.m. – Saturday, July 3, 2021 8:00 a.m. to 1:00 p.m. – Monday, July 5, 2021 8:00 a.m. to 8:30 p.m. – Tuesday, July 6, 2021 8:00 a.m. to 8:30 p.m. – Wednesday, July 7, 2021 8:00 a.m. to 8:30 p.m. Thursday, July 8, 2021 – 8:00 a.m. to 12:00 noon
CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Tuesday, June 29, 2021 until 12:00 noon on Thursday, July 8, 2021 (24 hours daily, except on Thursday, July 8, 2021, the last application day).
The latest time for inputting your electronic application instructions will be 12:00 noon on Thursday, July 8, 2021, the last application day or such later time as described in the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.
Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.
Note:
- These times are subject to changes as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.
The Company expects to announce the final Offer Price, the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on Wednesday, July 14, 2021 on the website of Company at www.shengquanwuye.com and the website of the Stock Exchange at www.hkexnews.hk . The results of allocations and the Hong Kong identity card/passport/ Hong Kong business registration numbers of successful applicants under the Hong Kong Public Offering will be available from Wednesday, July 14, 2021 and in the manner as described in the section headed “How to Apply for Hong Kong Offer Shares – 11. Publication of Results” in the Prospectus.
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The Company will not issue temporary documents of title in respect of the Shares. No receipt will be issued for application monies received. Share certificates will only become valid at 8:00 a.m. on Thursday, July 15, 2021 provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting” in the Prospectus has not been exercised. Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Thursday, July 15, 2021. The Shares will be traded in board lots of 1,000 Shares each. The stock code of the Shares is 2215.
By order of the Board Dexin Services Group Limited Hu Yiping Chairman
Hong Kong, June 29, 2021
As at the date of this announcement, the board of directors of the Company comprises Mr. Hu Yiping, Mr. Tang Junjie and Ms. Zhu Xiaoli as executive Directors, and Mr. Jia Shenghua, Mr. Rui Meng and Mr. Yang Xi as independent non-executive Directors.
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