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Jujiang Construction Group Co., Ltd. Capital/Financing Update 2015

Dec 29, 2015

49937_rns_2015-12-29_28fc9d8b-5cff-42bd-9841-eeaa316494e5.pdf

Capital/Financing Update

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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same respective meanings as defined in the prospectus dated 30 December, 2015 (the “ Prospectus ”) issued by Jujiang Construction Group Co., Ltd. (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 invitation or offer 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, the Global Offering before deciding whether or not to invest in the H Shares thereby being offered.

This announcement is not for release, publication, and 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 to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws of the United States or other jurisdictions, other than Hong Kong, and may not be offered, sold, pledged or transferred or delivered within the United States unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or any applicable state securities laws of the United States. The Offer Shares may only be offered and sold outside of the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act. There will be no offer or sale of the H Shares in the United States.

In connection with the Global Offering, Guotai Junan Securities (Hong Kong) Limited, as the stabilizing manager (the “ Stabilizing Manager ”) and/or its affiliates or any person acting for it, on behalf of the Underwriters, may, to the extent permitted by applicable laws of Hong Kong or elsewhere, over-allocate the H Shares or effect short sales or any other stabilizing transactions with a view to stabilizing or maintaining the market price of the H Shares at a level higher than that which might otherwise prevail in the open market for a limited period beginning on the Listing Date and expected to end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. However, there is no obligation on the Stabilizing Manager and/or 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 and may be discontinued at any time. Any such stabilizing action is required to be brought to an end within 30 days after the last day for the lodging of applications under the Hong Kong Public Offering, being 4 February 2016. 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 actions cannot be taken to support the price of the H Shares for longer than the stabilization period which will begin on the Listing Date and is expected to expire on the 30th day after the last date for lodging applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken and demand for the H Shares and the price of the H Shares could fall.

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Jujiang Construction Group Co., Ltd. 巨匠建設集團股份有限公司

(A joint stock limited liability company established in the People’s Republic of China)

GLOBAL OFFERING

Number of Offer Shares under : 133,360,000 H Shares the Global Offering Number of International Offer Shares :

  • (subject to the Over-allotment Option)

  • : 120,024,000 H Shares (subject to adjustment and the Over-allotment Option)

Number of Hong Kong Offer Shares : 13,336,000 H Shares (subject to adjustment)

Maximum Offer Price : HK$1.45 per H Share, plus brokerage of 1%, SFC transaction levy of 0.0027%, and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : RMB1.00 per H Share Stock code : 1459

Sole Sponsor

Guotai Junan Capital Limited

Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager

Guotai Junan Securities (Hong Kong) Limited

Co-Lead Manager

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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 H Shares to be issued pursuant to the Global Offering and upon the exercise of the Over-allotment Option. Assuming the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. on Tuesday, 12 January 2016, it is expected that dealings in the H Shares on the Main Board are expected to commence at 9:00 a.m. on Tuesday, 12 January 2016. In the event the Over-allotment Option is exercised, an announcement will be made by the Company on its website at www.jujiang.cn and the website of the Stock Exchange at www.hkexnews.hk .

The Global Offering consists of the Hong Kong Public Offering of 13,336,000 H Shares (subject to adjustment), representing 10% of the total number of Offer Shares, and the International Offering of 120,024,000 H Shares (subject to adjustment and the Over-allotment Option), representing 90% of the total number of Offer Shares. Pursuant to the Over-allotment Option, the Sole Global Coordinator will have the right to require the Company to issue and allot up to an aggregate of 19,935,000 Shares, representing in aggregate approximately 14.95% of the initial number of the Offer Shares at the Offer Price to cover over-allocations in the International Offering, if any. The allocation of the H Shares between the Hong Kong Public Offering and the International Offering is subject to adjustment as described in section headed “Structure of the Global Offering” in the Prospectus.

Subject to the granting of the approval for listing of, and permission to deal in, the H Shares on the Stock Exchange and the Company’s compliance with the stock admission requirements of HKSCC, the H 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 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 for the H Shares to be admitted into CCASS.

The Offer Price will be not more than HK$1.45 per H Share and is currently expected to be not less than HK$1.25 per H Share. Applicants for the Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$1.45 per H Share, unless otherwise announced, together with brokerage of 1.0%, SFC transaction levy of 0.0027% and the Stock Exchange trading fee of 0.005% subject to refund if the Offer Price finally determined is lower than HK$1.45 per H 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 wish to be allotted the Hong Kong Offer Shares 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 HK eIPO White Form Service Provider at www.hkeipo.hk under the HK eIPO White Form service. Applicants who wish to have the Hong Kong Offer Shares allotted and 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 Forms, may be obtained during normal business hours from 9:00 a.m. on Wednesday, 30 December 2015 till 12:00 noon on Tuesday, 5 January 2016 from:

  • (a) any of the following offices of the Hong Kong Underwriters:
Guotai Junan Securities (Hong Kong) 27/F, Low Block, Grand Millennium Plaza,
Limited 181 Queen’s Road Central, Hong Kong
Supreme China Securities Limited Room D – F, 17/F., Hang Seng Tsuen Wan Building,
289 Sha Tsui Road, Tsuen Wan, Hong Kong
Ever-Long Securities Company 18/F Dah Sing Life Building,
Limited 99-105 Des Voeux Road Central, Hong Kong
Great Roc Capital Securities Suite 3712 37/F West Tower Shun Tak Center,
Limited 168-200 Connaught Road Central, Hong Kong
  • (b) any of the following branches or sub-branches of Bank of Communications Co., Ltd. Hong Kong Branch:
Branch/Sub-Branch Name Address
Hong Kong Island Hong Kong Branch 20 Pedder Street, Central
Chai Wan Sub-Branch G/F., 121-121A Wan Tsui Road,
Chai Wan Cinema Building, Chai
Wan
Kowloon Tsim Sha Tsui Sub-Branch Shop Nos.1-3 on G/F., CFC Tower,
22-28 Mody Road, Tsim Sha Tsui
New Territories Tseung Kwan O Sub-Branch Shops Nos. 252A, 252B, 253-255
on Podium Level 2, Metro City
Phase I, Tseung Kwan O
Tai Po Sub-Branch Shop No.1, 2, 26 & 27, G/F., Wing
Fai Plaza, 29-35 Ting Kok Road,
Tai Po

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Wednesday, 30 December 2015 till 12:00 noon on Tuesday, 5 January 2016 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker, who may have 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 a banker’s cashier order attached and marked payable to “Bank of Communications (Nominee) Co. Ltd. – Jujiang Construction Public Offer” for the payment, should be deposited in the special collection boxes provided at any of the branches or sub-branches of the receiving banks listed above, at the following times:

– Wednesday, 30 December 2015 9:00 a.m. to 5:00 p.m. – Thursday, 31 December 2015 9:00 a.m. to 5:00 p.m. – Saturday, 2 January 2016 9:00 a.m. to 1:00 p.m. – Monday, 4 January 2016 9:00 a.m. to 5:00 p.m. Tuesday, 5 January 2016 – 9:00 a.m. to 12:00 noon

Applicants applying by HK eIPO White Form may submit applications to the HK eIPO White Form Service Provider through the designated website at www.hkeipo.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Wednesday, 30 December 2015 until 11:30 a.m. on Tuesday, 5 January 2016 or such later time as described in “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Wednesday, 30 December 2015 until 12:00 noon on Tuesday, 5 January 2016 or such later time as described in subsection 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 lists will be open from 11:45 a.m. to 12:00 noon on Tuesday, 5 January 2016, the last application day or such later time as described 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.

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 Monday, 11 January 2016 in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese), on the Company’s websites at www.jujiang.cn 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 through a variety of channels from Monday, 11 January 2016 in the manners as specified in subsection headed “How to Apply for Hong Kong Offer Shares – 11. Publication of Results” in the Prospectus.

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No temporary document of title will be issued in respect of the H Shares by the Company. No receipt will be issued for sums paid on application. H Share certificates will only become valid at 8:00 a.m. on Tuesday, 12 January 2016 provided that the Global Offering has become unconditional and the right of termination described in the paragraph headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for termination” in the Prospectus has not been exercised. Dealings in H Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Tuesday, 12 January 2016. The H Shares will be traded in board lot of 2,000 H Share each. The stock code of the Company is 1459.

By order of the Board of Directors Jujiang Construction Group Co., Ltd. Mr. Lv Yaoneng Chairman

Hong Kong, 30 December 2015

As of the date of this announcement, the Board of the Company comprises Mr. Lv Yaoneng, Mr. Lv Dazhong, Mr. Li Jinyan, Mr. Lu Zhicheng, Mr. Shen Haiquan and Mr. Zheng Gang, as executive Directors; Mr. Xu Guoqiang, Mr. Lin Tao, and Mr. Wong Kai Wai, as independent non-executive Directors.

Please 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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