If you are in doubt as to any aspect of this Prospectus or as to the action you should take, you should consult your licensed securities dealer, stockbroker, bank manager, solicitor, professional accountant or other professional advisor.
If you have sold or transferred all your shares in China Agri-Products Exchange Limited 中國農產品交易有限公司, you should at once hand the Prospectus Documents to the purchaser or the transferee or to the bank manager, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
A copy of each of the Prospectus Documents, together with the documents mentioned in the paragraph headed "Documents delivered to the Registrar of Companies" in Appendix III to this Prospectus, have been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong, The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of any of the Prospectus Documents or any other documents referred to above. You should read the whole of the Prospectus Documents including the discussions of certain risks and other factors as set out in the section headed "Warning of the risks of dealings in the Shares, the Company's 1 per cent notes due 2024 (Stock Code: 5755) and the Rights Shares in nil-paid form" of the "Letter from the Board" in this Prospectus.
Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Rights Shares in both nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from their respective commencement dates of dealings on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of the Prospectus Documents, make no representation as to their 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 the Prospectus Documents.
This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, any securities (including the Shares and the Rights Shares (in their nil-paid or fully-paid forms)) or to take up any entitlements to the Rights Shares (in their nil-paid or fully-paid forms) in any jurisdiction in which such an offer, solicitation or sale is unlawful. Neither this Prospectus nor anything in this Prospectus forms the basis of any contract or commitment whatsoever.
CHINA AGRI-PRODUCTS EXCHANGE LIMITED中 國 農 產 品 交 易 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 0149) PROPOSED RIGHTS ISSUE IN THE PROPORTION OF FIVE (5) RIGHTS SHARES FOR EVERY ONE (1) EXISTING SHARE HELD ON THE RECORD DATE AT HK$0.088 PER RIGHTS SHARE Underwriter of the Rights Issue Financial AdviserCapitalised terms used in this cover page shall have the same meanings as defined in this Prospectus.
The latest time for acceptance of and payment for the Rights Shares is 4:00 p.m. on Monday, 11 December 2017. The procedures for subscription of the Rights Shares are set out on pages 29 to 31 of this Prospectus.
The Rights Issue is conditional upon the fulfillment of the conditions as set out in the section headed "Conditions of the Rights Issue" of the "Letter from the Board" in this Prospectus.
The Underwriting Agreement in respect of the Rights Issue contains provisions entitling the Underwriter by notice in writing to the Company to terminate the Underwriting Agreement on the occurrence of certain events including force majeure. These events are set out in the section headed "Termination of the Underwriting Agreement" on pages 9 to 10 of this Prospectus.
The Shares have been dealt in on an ex-rights basis from 9:00 a.m. on Thursday, 16 November 2017. Dealings in the Rights Shares in their nil-paid form will take place from 9:00 a.m. on Wednesday, 29 November 2017 to 4:00 p.m. on Wednesday, 6 December 2017 (both dates inclusive). If the conditions of the Rights Issue are not fulfilled on or before 4:00 p.m. on Friday, 15 December 2017 (or such other time and/or date specified in the Underwriting Agreement) or such other time and/or date as the Company and the Underwriter may agree in writing, the Underwriting Agreement shall be terminated and the Rights Issue will not proceed. Any persons contemplating buying or selling the Shares from the date of this Prospectus up to the date on which all the conditions of the Rights Issue are fulfilled, and any dealings in the Rights Shares in their nil-paid form between 9:00 a.m. on Wednesday, 29 November 2017 to 4:00 p.m. on Wednesday, 6 December 2017 (both dates inclusive), will bear the risk that the Rights Issue may not become unconditional or may not proceed. Rights Shares in their nil-paid and fully-paid forms will be traded in board lots of 5,000 Shares. Any Shareholders or other persons contemplating dealing in the Shares or nil- paid Rights Shares are recommended to consult their own professional advisers.
27 November 2017
Page
Expected Timetable............................................................................................................... ii Definitions .............................................................................................................................. 1 Termination of the Underwriting Agreement..................................................................... 9 Letter from the Board........................................................................................................... 11 Appendix I: Financial Information of the Group ........................................................... I-1 Appendix II: Unaudited Pro Forma Financial Information relating to the Group upon completion of the Rights Issue .................. II-1 Appendix III: General Information.................................................................................... III-1 Event Time 2017First day of dealings in nil-paid Rights Shares............................................... 9:00 a.m. on Wednesday,
29 November
Latest time for splitting nil-paid Rights Shares ...................................................... 4:30 p.m. on Friday,
1 December
Last day of dealings in nil-paid Rights Shares ...............................................4:00 p.m. on Wednesday,
6 December
Latest time for acceptance of, and payment for, the Rights Shares and application
for excess Rights Shares.................................................................................. 4:00 p.m. on Monday,
11 December
Latest time to terminate the Underwriting Agreement and
for the Rights Issue to become unconditional .................................................... 4:00 p.m. on Friday,
15 December Announcement of results of the Rights Issue .....................................................Monday, 18 December
Refund cheques to be despatched in relation to wholly or partially unsuccessful applications for
excess Rights Shares on or before ..................................................................Tuesday, 19 December
Certificates for fully-paid Rights Shares to
be despatched on or before.............................................................................Tuesday, 19 December
Commencement of dealings in fully-paid Rights Shares ............................... 9:00 a.m. on Wednesday,
20 December
All times and dates stated in this Prospectus refer to Hong Kong local times and dates, unless otherwise stated. Dates or deadlines specified in the expected timetable above are indicative only and may be extended or varied by agreement between the Company and the Underwriter. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.
EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES AND FOR APPLICATION AND PAYMENT FOR EXCESS RIGHTS SHARESThe Latest Time For Acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will not take place if there is:
a tropical cyclone warning signal number 8 or above, or
a "black" rainstorm warning
in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Latest Time For Acceptance. Instead the Latest Time For Acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be extended to 5:00 p.m. on the same Business Day; or
in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the date of the Latest Time For Acceptance. Instead the Latest Time For Acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m..
If the Latest Time For Acceptance and application and payment for excess Rights Shares does not take place, the dates mentioned in this section may be affected. An announcement will be made by the Company in such event as soon as practicable.