GHW International

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the prospectus dated 31 December 2019 (the ‘‘Prospectus’’) of GHW International (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 any securities. Potential investors should read the Prospectus for detailed information about 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 or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute and is not an offer to sell or a solicitation of any offer to buy securities in the United States or elsewhere. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the ‘‘U.S. Securities Act’’) or any state securities laws of the United States and may not be offered or sold in the United States absent registration under the U.S. Securities Act or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of securities of the Company in the United States.

In connection with the Global Offering, Fortune (HK) Securities Limited, as stabilising manager (the ‘‘Stabilising Manager’’), its affiliates or any person acting for it (for itself and on behalf of the Underwriters), may, to the extent permitted by applicable laws of Hong Kong or elsewhere, over-allocate or effect transactions with a view to stabilising or supporting 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. Any market purchases of our Shares will be effected in compliance with all applicable laws and regulatory requirements. However, there is no obligation on the Stabilising Manager, its affiliates or any person acting for it to conduct any such stabilising action. Such stabilising action, if taken, will be required to be brought to an end within 30 days of the last day for lodging applications under the Public Offer. The last day for stabilisation period is expected to end on Sunday, 9 February 2020. Such stabilisation action, if taken, 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 Stabilising) Rules, as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). In Hong Kong, the price at which stabilisation is effected is not permitted to exceed the Offer Price.

Potential investors should be aware that stabilising action cannot be taken to support the price of the Shares for longer than the stabilisation period which begins on the Listing Date and is expected to expire on the 30th day after the last day for the lodging of the applications under the Public Offer. After this date, when no further stabilising action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.

(Incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

  - Number of Offer Shares : 250,000,000 Shares (subject to the Over-allotment Option)

Number of Public Offer Shares : 25,000,000 Shares (subject to reallocation)

Number of Placing Shares : 225,000,000 Shares (subject to reallocation and the Over-allotment Option)

    - Offer Price : Not more than HK$0.65 per Offer Share and expected to be not less than HK$0.51 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 : 9933

Sole Sponsor

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Joint Global Coordinators

Joint Bookrunners and Joint Lead Managers

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Co-Lead Managers

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Chung Sun Securities Limited

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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, the Shares to be issued pursuant to the Global Offering and the Capitalisation Issue and the Shares which may be issued pursuant to the exercise of the options that may be granted under the Share Option Scheme and the Over-allotment Option. Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Tuesday, 21 January 2020, dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. (Hong Kong time) on Tuesday, 21 January 2020. In the event that the Over-allotment Option is exercised, an announcement will be made by the Company on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.goldenhighway.com.

The Global Offering comprises the Public Offer of initially 25,000,000 Shares (subject to reallocation) and the Placing of initially 225,000,000 Shares (subject to reallocation and the Over-allotment Option), representing approximately 10% and 90% of the total number of Offer Shares initially being offered under the Global Offering, respectively. The allocation of the Offer Shares between the Public Offer and the Placing will be subject to reallocation as described in the section headed ‘‘Structure and Conditions of the Global Offering’’ in the Prospectus.

The allocation of the Offer Shares between the Public Offer and the Placing will be subject to adjustment as described in the section headed ‘‘Structure and Conditions of the Global Offering’’ in the Prospectus. In particular, the Joint Global Coordinators (for themselves and on behalf of the Underwriters) may reallocate Offer Shares from the Placing to the Public Offer to satisfy valid applications under the Public Offer. In accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, where (i) the Placing Shares are fully subscribed or oversubscribed and the Public Offer Shares are fully subscribed or oversubscribed by less than 15 times of the initial number of the Public Offer Shares or (ii) the Placing Shares are under subscribed and the Public Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, the Offer Price shall be fixed at HK$0.51 per Offer Share (being the low-end of the indicative Offer Price range stated in the Prospectus) and up to 25,000,000 Offer Shares may be reallocated to the Public Offer from the Placing, so that the total number of the Offer Shares available under the Public Offer will be increased to 50,000,000 Offer Shares, representing approximately 20% of the number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment option). For further details of the reallocation of the Offer Shares between the Public Offer and the Placing, please refer to the section headed ‘‘Structure and Conditions of the Global Offering’’ in the Prospectus.

In connection with the Global Offering, the Company is expected to grant the Overallotment Option to the Placing Underwriters, which is exercisable by the Joint Global Coordinators (for themselves and on behalf of the Placing Underwriters) from the Listing Date until the 30th day from the last day for lodging applications under the Public Offer, to require the Company to issue and allot up to an aggregate of 37,500,000 additional Shares, representing not more than 15% of the total number of the Offer Shares initially available under the Global Offering, at the same price per Offer Share under the Placing, to cover over-allocations in the Placing, if any. In the event the Over-allotment Option is exercised, an announcement will be made by the Company on the Company’s website at www.goldenhighway.com and the website of the Stock Exchange at www.hkexnews.hk. For details, please refer to the paragraph headed ‘‘Structure and Conditions of the Global Offering – Over-allotment Option’’ 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 date of commencement of dealings in the Shares on Tuesday, 21 January 2020, on the Stock Exchange or any other date as 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 Shares to be admitted into CCASS.

The Offer Price will not be more than HK$0.65 per Offer Share and is expected to be not less than HK$0.51 per Offer Share unless otherwise announced as further explained in the section headed ‘‘Structure and Conditions of the Global Offering’’ in the Prospectus. Applicants for Offer Shares under the Public Offer are required to pay, on application, the maximum Offer Price of HK$0.65 per Offer Share plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum offer price of HK$0.65 per Offer Share (excluding brokerage, SFC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Global Offering are not fulfilled in accordance with the section headed ‘‘Structure and Conditions of the Global Offering’’ in the Prospectus or if any application is revoked.

Applications for the Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the relevant Application Forms, the IPO App and designated website (www.hkeipo.hk) for the HK eIPO White Form.

Applicants who would like the allotted Public Offer Shares to be issued in their own names should either (i) complete and sign the WHITE Application Forms or (ii) submit applications online through the IPO App (which can be downloaded by searching ‘‘IPO App’’ in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp) or the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk through the HK eIPO White Form service. Applicants who would like the Public Offer Shares to be allotted 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 Form, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 31 December 2019 until 12:00 noon on Friday, 10 January 2020 from:

any of the following address of the Underwriters:

Fortune (HK) Securities Limited 43/F Cosco Tower 183 Queen’s Road Central Hong Kong Head & Shoulders Securities Room 2511, 25/F Limited Cosco Tower 183 Queen’s Road Central Hong Kong I Win Securities Limited Room 1916 Hong Kong Plaza 188 Connaught Road East Sai Wan Hong Kong SPDB International 33/F, SPD Bank Tower Capital Limited One Hennessy, 1 Hennessy Road Hong Kong First Shanghai 19/F & Room 2505-10 Securities Limited Wing On House 71 Des Voeux Road Central Hong Kong

Alpha International Securities Unit 2301, 23/F (HONG KONG) Limited Far East Consortium Building 121 Des Voeux Road Central Hong Kong Chung Sun Securities Limited Room 2538-2540 Sun Hung Kai Centre 30 Harbour Road Wanchai Hong Kong Standard Perpetual Securities Room 2104 K. Wah Centre Limited 191 Java Road North Point Hong Kong Livermore Holdings Limited Unit 1214A, 12/F Tower II Cheung Sha Wan Plaza 833 Cheung Sha Wan Road Kowloon, Hong Kong

any of the following branches of Bank of China (Hong Kong) Limited:

Hong Kong Island . . . . . . . Kowloon . . . . . . . . . . . . . New Territories . . . . . . . . .	Branch Aberdeen Branch Olympian City Branch Fanling Centre Branch	Address
		25 Wu Pak Street, Aberdeen, Hong Kong Shop 133, 1/F, Olympian City 2, 18 Hoi Ting Road, Kowloon Shop 2D-E & H, Fanling Centre, Fanling, New Territories

Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 31 December 2019 until 12:00 noon on Friday, 10 January 2020 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker.

The WHITE or YELLOW Application Form completed 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 – GHW PUBLIC OFFER’’ should be deposited in the special collection boxes provided at any of the branches of the receiving bank referred to above on such dates and during such time as specified in the Application Forms.

Your WHITE and YELLOW Application Forms can be lodged at the following times on the following dates:

Tuesday, 31 December 2019 – 9:00 a.m. to 5:00 p.m. Thursday, 2 January 2020 – 9:00 a.m. to 5:00 p.m. Friday, 3 January 2020 – 9:00 a.m. to 5:00 p.m. Saturday, 4 January 2020 – 9:00 a.m. to 1:00 p.m. Monday, 6 January 2020 – 9:00 a.m. to 5:00 p.m. Tuesday, 7 January 2020 – 9:00 a.m. to 5:00 p.m. Wednesday, 8 January 2020 – 9:00 a.m. to 5:00 p.m. Thursday, 9 January 2020 – 9:00 a.m. to 5:00 p.m. Friday, 10 January 2020 – 9:00 a.m. to 12:00 noon.

The latest time for lodging your application is 12:00 noon on Friday, 10 January 2020. The application lists will be open from 11:45 a.m. to 12:00 noon on the same date, the last application day or such later time as described in the section headed ‘‘How to Apply for Public Offer Shares’’ and the paragraph headed ‘‘How to Apply for Public Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus.

Applicants applying through the HK eIPO White Form service may submit applications through the IPO App or the designated website at www.hkeipo.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Tuesday, 31 December 2019 until 11:30 a.m. on Friday, 10 January 2020 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Friday, 10 January 2020 or such later time as described in the paragraph headed ‘‘How to Apply for Public Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus.

The applications for the Public Offer Shares will commence on Tuesday, 31 December 2019 through Friday, 10 January 2020. Such time period is longer than the normal market practice of four days. The application monies (including the brokerage fees, SFC transaction levies and Stock Exchange trading fees) will be held by the receiving bank and on behalf of the Company after closing of the application lists and the refund monies, if any, will be returned to the applicants without interest on or before Monday, 20 January 2020. Investors should be aware that the dealings in the Shares on the Stock Exchange are expected to commence on Tuesday, 21 January 2020.

CCASS Clearing/Custodian participants can input electronic application instructions at the following times on the following dates[(1)] :

Tuesday, 31 December 2019 – 9:00 a.m. to 8:30 p.m. Thursday, 2 January 2020 – 8:00 a.m. to 8:30 p.m. Friday, 3 January 2020 – 8:00 a.m. to 8:30 p.m. Saturday, 4 January 2020 – 8:00 a.m. to 1:00 p.m. Monday, 6 January 2020 – 8:00 a.m. to 8:30 p.m. Tuesday, 7 January 2020 – 8:00 a.m. to 8:30 p.m. Wednesday, 8 January 2020 – 8:00 a.m. to 8:30 p.m. Thursday, 9 January 2020 – 8:00 a.m. to 8:30 p.m. Friday, 10 January 2020 – 8:00 a.m. to 12:00 noon

Note:

(1) These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Tuesday, 31 December 2019 until 12:00 noon on Friday, 10 January 2020 (24 hours daily, except on Friday, 10 January 2020, the last application day).

The latest time for inputting your electronic application instructions will be 12:00 noon on Friday, 10 January 2020, the last application day or such later time as described in the paragraph headed ‘‘How to Apply for Public Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus.

Please refer to the sections headed ‘‘Structure and Conditions of the Global Offering’’ and ‘‘How to Apply for Public Offer Shares’’ in the Prospectus for details of the conditions and procedures of the Public Offer.

The Company expects to announce the final Offer Price, the level of indication of interest in the Placing, the level of applications in the Public Offer and the basis of allocation of Public Offer Shares on Monday, 20 January 2020 on the website of the Company at www.goldenhighway.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 Public Offer will be available from Monday, 20 January 2020 through a variety of channels at the times and dates and in the manner specified in the paragraph headed ‘‘How to Apply for Public Offer Shares – 11. Publication of Results’’ in the Prospectus.

No temporary documents of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application. Share certificates will only become valid at 8:00 a.m. on Tuesday, 21 January 2020 provided that the Global Offering has become unconditional and the right of termination described in the paragraph headed ‘‘Underwriting – Public Offer Underwriting Arrangements and Expenses – The Public Offer Underwriting Agreement – Grounds for termination’’ in the Prospectus has not been exercised. Investors who trade Shares prior to the receipt of Share certificates or the Share certificates becoming valid do so at their own risk.

If for any reason, the Offer Price is not agreed between the Company and the Joint Global Coordinators (for themselves and on behalf of the Underwriters), on or before Wednesday, 15 January 2020, the Global Offering will not proceed and will lapse.

Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Tuesday, 21 January 2020, dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. (Hong Kong time) on Tuesday, 21 January 2020. The Shares will be traded in board lots of 4,000 Shares each.

By order of the Board GHW International Yin Yanbin

Chairman and executive Director

Hong Kong, 31 December 2019

As at the date of this announcement, the Board comprises Mr. Yin Yanbin, Mr. Zhuang Zhaohui, Mr. Chen Zhaohui, Mr. Zhou Chunnian, Mr. Chen Hua, Mr. Sun Guibin as executive Directors, and Mr. Sun Hongbin, Mr. Wang Guangji and Ms. Zheng Qing as independent non-executive Directors.

This announcement and a copy of the Prospectus will remain on the Stock Exchange’s website at www.hkexnews.hk, and in the case of this announcement, on the ‘‘Latest Company Announcements’’ page for at least 7 days from the date of its posting. This announcement and a copy of the Prospectus will also be published on the Company’s website at www.goldenhighway.com.

AI assistant

GHW International Capital/Financing Update 2019

51180_rns_2019-12-30_a6bb79cb-666e-43ce-86b6-3050f56a5ac4.pdf