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Honworld Group Limited Capital/Financing Update 2014

Jan 15, 2014

50459_rns_2014-01-15_e3902b69-8ffe-4471-a17e-864f91162135.pdf

Capital/Financing Update

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Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus dated January 16, 2014 (the ‘‘Prospectus’’) issued by Honworld 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. Potential investors should read the Prospectus for detailed information about the Hong Kong Public Offering and the International Offering described below before deciding whether or not to invest in the Shares thereby offered.

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). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The 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’’). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.

In connection with the Global Offering, Macquarie Capital Securities Limited, as stabilizing manager (the ‘‘Stabilizing Manager’’), its affiliates or any person acting for it, on behalf of the Underwriters, may 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 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 done at the sole and 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 Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on Thursday, February 20, 2014, being the 30th day after the date of closing of the application lists under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.

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Honworld Group Limited 老 恒 和 釀 造 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

Number of Offer Shares under : 125,000,000 Shares (subject to the Global Offering the Over-allotment Option) Number of Hong Kong Offer Shares : 12,500,000 Shares (subject to adjustment) Number of International Offer Shares : 112,500,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$7.15 per Offer Share plus brokerage of 1.0%, 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 : US$0.0005 per Share Stock code : 2226

Sole Sponsor, Sole Global Coordinator, Sole Bookrunner and Lead Manager

  • For identification purposes only

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Application has been made by the Company to the Listing Committee for the listing of, and permission to deal in, the Shares in issue and to be issued as described in the Prospectus (including the Shares to be issued pursuant to (i) the Capitalization Issue, and (ii) Global Offering (including any Shares which may be issued pursuant to the exercise of the Over-allotment Option)). Dealings in the Shares on the Main Board are expected to commence at 9:00 a.m. on Tuesday, January 28, 2014. In the event the Over-allotment Option is exercised, an announcement will be made by the Company on the Company’s website at www.hzlaohenghe.com and the website of the Stock Exchange at www.hkexnews.hk.

The Global Offering comprises the Hong Kong Public Offering of initially 12,500,000 Offer Shares (subject to adjustment), and the International Offering of initially 112,500,000 Offer Shares (subject to adjustment and the Over-allotment Option). The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to adjustment as described in the section ‘‘Structure of the Global Offering’’ 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 the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transaction 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$7.15 per Offer Share and is currently expected to be not less than HK$4.95 per Offer Share, unless otherwise announced. Applicants for the Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$7.15 per Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$7.15 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 and the Application Forms. Applicants who would like to have the allocated Hong Kong Offer Shares issued 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 allocated Hong Kong Offer Shares issued 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.

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Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Thursday, January 16, 2014, until 12:00 noon on Tuesday, January 21, 2014 from:

  1. Macquarie Capital Securities Limited, 18/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

  2. First Shanghai Securities Limited, 19/F., Wing On House, 71 Des Voeux Road Central, Hong Kong

or

  1. any of the following branches of Bank of China (Hong Kong) Limited:
District Branch Name Address
Hong Kong Island Bank of China Tower Branch 3/F, 1 Garden Road
Connaught Road Central Branch 13–14 Connaught Road Central
Aberdeen Branch 25 Wu Pak Street, Aberdeen
North Point (Kiu Fai Mansion) 413–415 King’s Road, North Point
Branch
Kowloon Kwun Tong Branch 20–24 Yue Man Square, Kwun Tong
Tseung Kwan O Plaza Branch Shop 112–125, Level 1,
Tseung Kwan O Plaza,
Tseung Kwan O
Yau Ma Tei Branch 471 Nathan Road, Yau Ma Tei
To Kwa Wan Branch 80N To Kwa Wan Road,
To Kwa Wan
Mei Foo Mount Sterling Mall Shop N47–49 Mount Sterling Mall,
Branch Mei Foo Sun Chuen
New Territories Tai Po Branch 68–70 Po Heung Street,
Tai Po Market
Castle Peak Road (Yuen Long) 162 Castle Peak Road, Yuen Long
Branch

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Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Thursday, January 16, 2014 until 12:00 noon on Tuesday, January 21, 2014 from the Depository Counter of HKSCC at 2nd Floor, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong or your stockbroker, who may have such Application Forms and the Prospectus available.

The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or banker’s cashier order payable to ‘‘Bank of China (Hong Kong) Nominees Limited — Honworld Public Offer’’ attached should be deposited in the special collection boxes provided at any of the branches of Bank of China (Hong Kong) Limited referred to above on such dates and during such time as specified in the Application Forms.

Applicants applying by White Form eIPO may submit applications through the White Form eIPO Service at www.eipo.com.hk from 9:00 a.m. on Thursday, January 16, 2014 until 11:30 a.m. on Tuesday, January 21, 2014 or such later time as described in the section ‘‘How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus (24 hours daily, except on the last application day).

CCASS Participants can input electronic application instructions from 9:00 a.m. on Thursday, January 16, 2014 until 12:00 noon on Tuesday, January 21, 2014.

Please refer to the sections ‘‘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.

The Company expects to publish the announcement on the Offer Price, the level of indications 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 under the Hong Kong Public Offering (i) in the South China Morning Post (in English); (ii) in the Hong Kong Economic Times (in Chinese); (iii) on the website of the Stock Exchange (www.hkexnews.hk) and (iv) on our website (www.hzlaohenghe.com) on or before Monday, January 27, 2014. 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 through a variety of channels from Monday, January 27, 2014 as described in the section ‘‘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. No receipt will be issued for application monies received. Dealings in the Shares on the Hong Kong Stock Exchange are expected to commence at 9:00 a.m. on Tuesday, January 28, 2014. The Shares will be traded in board lots of 500 Shares each. The stock code of the Shares is 2226.

By order of the Board of Directors Honworld Group Limited Chen Weizhong Chairman

Hong Kong, January 16, 2014

As at the date of this announcement, the executive Director of the Company are Chen Weizhong, Sheng Mingjian and Wang Chao; and the non-executive Director is Zhang Bihong; and the independent non-executive Directors are Shen Zhenchang, Lei Jiasu and Ma Chaosong.

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).

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