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Hengxin Technology Ltd. — Capital/Financing Update 2010
Dec 13, 2010
49674_rns_2010-12-13_5028c2d4-f05d-4f09-b81d-58e8d76c65bb.pdf
Capital/Financing Update
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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 acquire, purchase or subscribe for the Shares. Prospective investors should read the prospectus dated 14 December 2010 (the “ Prospectus ”) issued by Hengxin Technology Ltd. (the “ Company ”) for detailed information about the Placing and the Public Offer described in the Prospectus before deciding whether or not to invest in the Shares thereby being offered in the Public Offer.
Unless the context requires otherwise, the capitalized terms used herein shall have the same meanings as defined in the Prospectus.
Potential investors of the Offer Shares should note that the Underwriters are entitled to terminate their obligations under the Underwriting Agreement by notice in writing to be given by the Sole Bookrunner (acting for itself and on behalf of the Underwriters) at its sole and absolute opinion upon the occurrence of any of the events set forth in the paragraph headed “Grounds for termination” in the section headed “Underwriting” of the Prospectus at any time before 8:00 a.m. (Hong Kong time) on the Listing Date.
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Hengxin Technology Ltd. 亨鑫科技有限公司[*]
(carrying on business in Hong Kong as HX Singapore Ltd.)
(incorporated in Singapore with limited liability)
(Singapore Company Registration Number 200414927H)
LISTING ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING AND PUBLIC OFFER
Number of Offer Shares under the Share Offer : 98,680,000 Shares comprising 52,000,000 New Shares and 46,680,000 Sale Shares Number of Public Offer Shares : 9,868,000 New Shares (subject to reallocation) Number of Placing Shares : 88,812,000 Shares comprising 42,132,000 New Shares and 46,680,000 Sale Shares (subject to reallocation) Maximum Offer Price : HK$3.00 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : Not applicable Stock code : 1085
Sole Sponsor
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Sole Bookrunner
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Joint Lead Managers
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Application has been made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Shares in issue and to be issued as described in the Prospectus.
Dealings in the Shares on the Stock Exchange are expected to commence at 9:30 a.m. on Thursday, 23 December 2010. The Shares will be traded on the Stock Exchange in board lots of 2,000 Shares each. Subject to the granting of the approval for the 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 any other date as 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. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading date. All necessary arrangements have been made for the Shares to be admitted into CCASS.
The Share Offer comprises (i) 9,868,000 New Shares (subject to reallocation), representing 10% of the total number of Offer Shares being initially offered under the Share Offer, for subscription under the Public Offer; and (ii) 88,812,000 Shares comprising 42,132,000 New Shares and 46,680,000 Sale Shares (subject to reallocation), representing 90% of the total number of Offer Shares being initially offered under the Share Offer, for subscription under the Placing. Depending on the number of valid applications received under the Public Offer, the allocation of the Offer Shares between the Public Offer and the Placing may be subject to reallocation as described in the section headed “Structure of the Share Offer” in the Prospectus.
The total number of the Offer Shares available under the Public Offer is to be divided into two pools of 4,934,000 Public Offer Shares for each of pool A and pool B, respectively, for allocation purposes:
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Pool A: The Public Offer Shares in Pool A will be allocated on an equitable basis to applicants who have applied for the Public Offer Shares with an aggregate subscription price of HK$5 million (excluding the brokerage, the Stock Exchange trading fee and the SFC transaction levy payable) or less; and
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Pool B: The Public Offer Shares in Pool B will be allocated on an equitable basis to applicants who have applied for the Public Offer Shares with an aggregate subscription price of more than HK$5 million (excluding the brokerage, the Stock Exchange trading fee and the SFC transaction levy payable) and up to the value of pool B.
Investors should be aware that the allocation ratios for applications in the two pools, as well as the allocation ratios for applications in the same pool, are likely to be different. Where one of the pools is undersubscribed, the surplus Public Offer Shares will be transferred to satisfy demand in the other pool and be allocated accordingly.
Applicants can only receive an allocation of Public Offer Shares from any one pool but not from both pools and can only make applications to either pool A or pool B. Multiple applications or suspected multiple applications and any application made for more than 50% of the Public Offer Shares initially available under pool A or pool B will be rejected.
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The Offer Price will not be more than HK$3.00 per Offer Share and will not be less than the Discounted SGX-ST Market Price. The Offer Price is expected to be determined by agreement between the Company (for itself and on behalf of the Selling Shareholders) and the Sole Bookrunner in consultation with Oriental Patron (acting for themselves and on behalf of the Underwriters) on the Price Determination Date, when market demand for the Offer Shares will be determined. The Price Determination Date is expected to be on or before 6:00 p.m. on Monday, 20 December 2010. If, for any reason, the Offer Price is not agreed between the Company and the Sole Bookrunner in consultation with Oriental Patron (acting for themselves and on behalf of the Underwriters) on or before 6:00 p.m. (Hong Kong time) on Monday, 20 December 2010, the Share Offer will not proceed and will lapse. Notice of lapse of the Share Offer will be caused to be published by the Company in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the website of the Company at www.hengxin.com.sg and the website of the Stock Exchange at www.hkexnews.hk on the next day following such lapse.
Multiple applications or suspected multiple applications or any application for more than 50% of the Public Offer Shares will be rejected. Only one application (whether individually or jointly) on a WHITE or YELLOW Application Form may be made for the benefit of any person. In addition, each applicant under the Public Offer will also be required to give an undertaking and confirmation in the Application Form submitted by him/her/it that he/she/it and any person(s) for whose benefit he/she/it is making the application have not taken up or applied for, or indicated an interest in, and will not take up or apply for, or indicate an interest in, any Placing Shares nor otherwise participated in the Placing, and such applicant’s application is liable to be rejected if the said undertaking and/or confirmation is breached and/or untrue (as the case may be) or he/she/ it has been or will be placed or allocated Placing Shares under the Placing. The Sole Bookrunner (for itself and on behalf of the Underwriters), in its capacity as agents for the Company, has full discretion to reject or accept any application, in full or in part, without assigning any reasons.
The Share Offer is conditional on the conditions as stated under the paragraph headed “Conditions of the Share Offer” in the section headed “Structure of the Share Offer” in the Prospectus. Investors applying for the Public Offer Shares are required to pay, on application, the maximum indicative Offer Price of HK$3.00 for each Share together with a brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%, payable in full upon application in Hong Kong dollars and subject to refund if the final Offer Price is lower than HK$3.00.
If the Share Offer does not become unconditional on or before the date and time specified in the Prospectus, all application monies together with the related brokerage, Stock Exchange trading fee and SFC transaction levy received from applicants under the Public Offer will be refunded, without interest, on the terms set out in the section headed “How to Apply for the Public Offer Shares” in the Prospectus and on the terms set out under the paragraph headed “Refund of your application monies” on the Application Forms.
No temporary document of title will be issued in respect of the Public Offer Shares. No receipt will be issued for sums paid on application. Application for the Public Offer Shares will only be considered on the basis of the terms and conditions of the Prospectus and the Application Forms.
Applicants who would like to have the Public Offer Shares allotted and issued in their own names should complete and sign the WHITE Application Forms. Applicants who would like to have the Public Offer Shares allotted and issued in the name of HKSCC Nominees and deposited directly into CCASS for the credit of their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should complete and sign the YELLOW Application Forms.
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Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 14 December 2010 until 12:00 noon on Friday, 17 December 2010 at:
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Cinda International Securities Limited at 45th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong
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Oriental Patron Securities Limited at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong
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Pacific Foundation Securities Limited at 11th Floor, New World Tower II, 16-18 Queen’s Road Central, Hong Kong
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Waterland Securities (HK) Company Limited at 4010, COSCO Tower, 183 Queen’s Road Central, Hong Kong
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any of the following branches of Bank of Communications Co., Ltd. Hong Kong Branch:
Branch Name Branch Address Hong Kong Island Hong Kong Branch 20 Pedder Street, Central King’s Road Sub-Branch 67-71 King’s Road Chaiwan Sub-Branch G/F., 121-121A Wan Tsui Road Kennedy Town Sub-Branch G/F., 113-119 Belcher’s Street Kowloon Kowloon Sub-Branch G/F., 563 Nathan Road Kwun Tong Sub-Branch Shop A, G/F., Hong Ning Court, 55 Hong Ning Road Jordan Road Sub-Branch 1/F., Booman Bldg, 37U Jordan Road Ngau Tau Kok Sub-Branch Shop G1 & G2, G/F., Phase I, Amoy Plaza, 77 Ngau Tau Kok Road Shamshuipo Sub-Branch G/F., Shop 1, Golden Centre, 94 Yen Chow Street, Sham Shui Po New Territories Tai Po Sub-Branch Shop No.1, G/F., Wing Fai Plaza, 29-35 Ting Kok Road Ma On Shan Sub-Branch Shop Nos. 3038A & 3054-56, Level 3, Sunshine City Plaza Market Street Sub-Branch G/F., 53 Market Street, Tsuen Wan
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Applicants can collect a YELLOW Application Form and the Prospectus during normal business hours from 9:00 a.m. on Tuesday, 14 December 2010 until 12:00 noon on Friday, 17 December 2010 from:
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the Depository Counter of HKSCC at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong
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stockbrokers who may have YELLOW Application Forms and the Prospectus available.
Completed WHITE and YELLOW Application Forms (to which cheques or banker’s cashier orders should be securely stapled) should be deposited in the special collection boxes provided at any of the branches of Bank of Communications Co., Ltd. Hong Kong Branch referred to above at the following times on the following dates:
– Tuesday, 14 December 2010 9:00 a.m. to 5:00 p.m. – Wednesday, 15 December 2010 9:00 a.m. to 5:00 p.m. – Thursday, 16 December 2010 9:00 a.m. to 5:00 p.m. Friday, 17 December 2010 – 9:00 a.m. to 12:00 noon
The application lists will be open from 11:45 a.m. to 12:00 noon on Friday, 17 December 2010, except as provided in the paragraph headed “Effect of bad weather on the opening of the application lists” in the section headed “How to Apply for the Public Offer Shares” in the Prospectus.
Subject to the terms and conditions set out in the Prospectus and the Application Forms, completed WHITE and YELLOW Application Forms must be received by no later than 12:00 noon on Friday, 17 December 2010 (or such later date as may apply in the case of a tropical cyclone warning signal No. 8 or above or a “black” rainstorm warning being in force in Hong Kong as described under the paragraph headed “Effect of bad weather on the opening of the application lists” in the section headed “How to Apply for the Public Offer Shares” in the Prospectus).
The announcement of (i) the final Offer Price; (ii) the level of indication of interest in the Placing; (iii) the level of applications in the Public Offer; and (iv) the basis of allotment under the Public Offer, will be published on Wednesday, 22 December 2010 in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the website of the Company at www.hengxin.com.sg and the website of the Stock Exchange at www.hkexnews.hk.
Results of allocations of the Public Offer including (i) the indication of the level of interest in the Placing; (ii) the level of applications of the Public Offer; (iii) the basis of allocation of the Public Offer Shares; (iv) the number of Shares reallocated under the clawback adjustment, if any; (v) the Hong Kong identity card/passport/Hong Kong business registration certificate numbers of successful applicants and the number of the Public Offer Shares successfully applied for under the WHITE and YELLOW Application Forms; and (vi) the final Offer Price, will be made available at the times and dates and in the manner specified below:
- on the website of the Company at www.hengxin.com.sg and the website of the Stock Exchange at www.hkexnews.hk on Wednesday, 22 December 2010;
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on the website of Tricor Investor Services Limited at www.tricor.com.hk/ipo/result on a 24-hour basis from 8:00 a.m. on Wednesday, 22 December 2010 to 12:00 midnight on Tuesday, 28 December 2010. The user will be required to key in the Hong Kong identity card/passport/Hong Kong business registration certificate number provided in his/her/its Application Form to search for his/her/its own allocation result;
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from the Public Offer allocation results telephone enquiry line. Applicants may find out whether or not their applications have been successful and the number of Public Offer Shares allocated to them, if any, by calling 3691-8488 between 9:00 a.m. and 6:00 p.m. from Wednesday, 22 December 2010 to Tuesday, 28 December 2010 (excluding Saturday, Sunday and public holidays); and
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from special allocation results booklets setting out the results of allocations will be available for inspection during opening hours of the designated branches of the receiving banker of the Public Offer from Wednesday, 22 December 2010 to Friday, 24 December 2010 at the addresses set forth in this announcement.
If you apply for 1,000,000 Public Offer Shares or more using a WHITE or YELLOW Application Form and have indicated your intention on your Application Form to collect your refund cheque(s) (where applicable) and/or (if using a WHITE Application Form) share certificate(s) (where applicable) from the Company’s Hong Kong Branch Share Registrar and transfer office, Tricor Investor Services Limited, and have provided all information required by the Application Form, you may collect the refund cheque(s) (where applicable) and share certificate(s) (where applicable) in person from the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Wednesday, 22 December 2010 or any other date as notified by the Company in the newspapers as the date of despatch of the same. If you are an individual who opts for collection in person, you must not authorise any other person to make collection on your behalf. If you are a corporate applicant which opts for collection in person, the authorised representative bearing a letter of authorisation from your corporation stamped with your corporation’s chop must be presented for collection. Both individuals and authorised representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to Tricor Investor Services Limited. If you do not collect the refund cheque(s) (where applicable) and share certificate(s) (where applicable) personally within the time specified for collection, it/they will be sent to the address as specified in your Application Form promptly thereafter by ordinary post and at your own risk.
If you apply for less than 1,000,000 Offer Shares using a WHITE or YELLOW Application Form, or if you apply for 1,000,000 Offer Shares or more but have not indicated on your WHITE or YELLOW Application Form that you will collect your refund cheque(s) (where applicable) and/ or share certificate(s) (where applicable) in person, your refund cheque(s) (where applicable) and/ or share certificate(s) (where applicable) will be sent to the address on your Application Form on Wednesday, 22 December 2010, by ordinary post and at your own risk.
If you apply for the Public Offer Shares using a YELLOW Application Form and your application is wholly or partially successful, your share certificate(s) will be issued in the name of HKSCC Nominees and deposited into CCASS for credit to your CCASS Investor Participant stock account or as instructed by you in your YELLOW Application Form on Wednesday, 22 December 2010, or under contingent situation, on any other date as shall be determined by HKSCC or HKSCC Nominees.
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If you apply through a designated CCASS Participant (other than a CCASS Investor Participant) on a YELLOW Application Form, for Public Offer Shares credited to the stock account of your designated CCASS Participant (other than a CCASS Investor Participant), you can check the number of the Public Offer Shares allotted to you with that CCASS Participant. If you are applying as a CCASS Investor Participant on a YELLOW Application Form, you should check the announcement of the results of the Public Offer to be made by the Company and report any discrepancies to HKSCC before 5:00 p.m. on Wednesday, 22 December 2010 in the manner set forth above and in the paragraph headed “Publication of results” in the section headed “How to Apply for the Public Offer Shares” in the Prospectus, on Wednesday, 22 December 2010 or such other date as shall be determined by HKSCC or HKSCC Nominees. Immediately after the credit of the Public Offer Shares to your CCASS Investor Participant stock account, you can check your new account balance via the CCASS Phone System or the CCASS Internet System (under the procedures contained in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time). HKSCC will also make available to you an activity statement showing the number of Public Offer Shares credited to your stock account.
If the Offer Price, as finally determined in the manner described above, is lower than the maximum price of HK$3.00 per Offer Share, appropriate refund payments (including the related brokerage, the Stock Exchange trading fee and the SFC transaction levy attributable to the excess application monies) will be made to applicants, without interest.
If your application is wholly or partially unsuccessful, the Company will refund in whole or in part (as applicable) your application monies, including relevant brokerage fee, SFC transaction levy and the Stock Exchange trading fee to you without interest. For applicants using WHITE or YELLOW Application Forms, all refunds will be made by a cheque crossed “Account payee only” in favour of the applicant (or, in the case of joint applicants, to the first-named applicant on your Application Form) on the terms set forth under “Refund of your application monies” on the Application Form and the paragraph headed “Despatch/collection of share certificates and refund of application money” in the section headed “How to Apply for the Public Offer Shares” in the Prospectus.
Share certificates will be issued on Wednesday, 22 December 2010 but will only become valid certificates of title at 8:00 a.m. on Thursday, 23 December 2010 provided that the Share Offer has become unconditional in all respects and the right of termination described in the paragraph headed “Grounds for termination” under the section headed “Underwriting” in the Prospectus has not been exercised.
Dealings in the Shares on the Stock Exchange is expected to commence at 9:30 a.m. on Thursday, 23 December 2010. The Shares will be traded on the Stock Exchange in board lots of 2,000 Shares each. The stock code of the Shares is 1085.
As at the date of this announcement, the executive Directors are Mr. Cui Genxiang and Dr. Song Haiyan; the non-executive Director is Ms. Zhang Zhong; and the independent non-executive Directors are Mr. Tay Ah Kong Bernard, Mr. Chee Teck Kwong Patrick and Mr. Tam Chi Kwan Michael.
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This announcement is available for viewing on the website of the Company at www.hengxin.com.sg and the website of the Stock Exchange at www.hkexnews.hk.
By Order of the Board Hengxin Technology Ltd. Cui Genxiang Chairman
Hong Kong, 14 December 2010
- For identification purpose only
Please also refer to the published version of this announcement in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese).
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