If you are in any doubt as to any aspect of this Prospectus or as to the action to be taken, you should consult your licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your Shares, you should at once hand the Prospectus Documents to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). The Prospectus Documents should not, however, be distributed, forwarded to or transmitted to, into or from any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
A copy of each of the Prospectus Documents, together with the documents specified 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 pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Registrar of Companies in Hong Kong and the SFC take no responsibility for the contents of any of these documents.
Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as 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. You should consult your licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements will affect your rights and interests.
Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of each 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 these documents.
Fortune Sun (China) Holdings Limited富 陽（ 中國 ）控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 352)
RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE
FOR EVERY FIVE SHARES HELD ON THE RECORD DATE
Underwriter of the Rights Issue Active Star Investment Limited
Financial adviser to the Company
Halcyon Capital Limited
Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ''Definitions'' in this Prospectus.
It is expected that Shares will be dealt with on an ex-rights basis from Thursday, 15 October 2015 and dealings in the Rights Shares in their nil-paid form will take place from Wednesday, 28 October 2015 to Wednesday, 4 November 2015 (both dates inclusive).
The Rights Issue is conditional, inter alia, upon the fulfillment and/or waiver (as applicable) of the conditions set out in the paragraph headed ''Conditions of the Rights Issue'' under the section headed ''Letter from the Board'' of this Prospectus. Accordingly, the Rights Issue may or may not proceed. Any Shareholders or potential investors contemplating any dealing in any Shares and/or nil-paid Rights Shares up to the latest time for the Rights Issue to become unconditional (i.e. 4:00 p.m. on Thursday, 12 November 2015) will bear the risk that the Rights Issue could not become unconditional and may not proceed. The Shareholders and the public are reminded to exercise caution and recommended to consult their own professional advisers when dealing in the securities of the Company.
It should be noted that the Underwriting Agreement in respect of the Rights Issue contains provisions entitling the Underwriter by notice in writing to the Company at any time prior to the Latest Time for Termination to terminate or rescind the obligations of the Underwriter thereunder on the occurrence of certain events. These events are set out under the section headed ''Rescission and termination of the Underwriting Agreement'' in this Prospectus. If the Underwriter terminates or rescinds the Underwriting Agreement in accordance with the terms thereof, the Rights Issue will not proceed. In addition, the Rights Issue is conditional upon all conditions set out in the paragraph headed ''Conditions of the Rights Issue'' under the section headed ''Letter from the Board'' in this Prospectus being fulfilled or waived (as applicable). If such conditions have not been satisfied or waived (as applicable) in accordance with the Underwriting Agreement on or before the time and dates specified therein, the Underwriting Agreement shall terminate and neither party shall have any claim against the other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement (save in respect of certain rights or obligations under the Underwriting Agreement including rights of the parties thereto in respect of any antecedent breach).
The latest time for acceptance of and payment for the Rights Shares and application for excess Rights Shares is 4:00 p.m. on Monday, 9 November 2015. The procedures for acceptance and payment or transfer of the Rights Shares are set out in the paragraph headed ''Procedures for acceptance and payment or transfer'' under the section headed ''Letter from the Board'' of this Prospectus.
26 October 2015
Page
Definitions ...... ....... ........ ....... ....... ........ ....... ........ ....... 1
Expected timetable ..... ........ ....... ....... ........ ....... ........ ....... 7
Rescission and 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 of the Group .... II-1 Appendix III - General information . ....... ........ ....... ........ ....... III-1
Unless the context requires otherwise, terms used in this Prospectus shall have the following meanings:
''Announcement'' the announcement of the Company dated 1 September 2015 in relation to, among other things, the Rights Issue, the Underwriting Agreement and the Whitewash Waiver
''Board'' the board of Directors
''Business Day'' a day (other than Saturday, Sunday and other general holidays in Hong Kong and any day on which a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a ''black'' rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are generally open for business
''CCASS'' the Central Clearing and Settlement System established and operated by HKSCC
''Chairman'' the chairman of the Board
''Companies (Winding Up and Miscellaneous Provisions)
Ordinance''
Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong
''Company'' Fortune Sun (China) Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 352)
''connected person(s)'' has the meaning ascribed thereto under the Listing Rules ''controlling shareholder(s)'' has the meaning ascribed thereto under the Listing Rules ''Director(s)'' director(s) of the Company
''EAF(s)'' the form(s) of application for use by the Qualifying Shareholders who wish to apply for excess Rights Shares
''EGM'' an extraordinary general meeting of the Company convened on 13 October 2015 to approve, among other things, the Rights Issue, the Underwriting Agreement and the Whitewash Waiver
''Executive'' the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director
''Group'' the Company and its subsidiaries
''HK$'' Hong Kong dollar, the lawful currency of Hong Kong
''HKSCC'' Hong Kong Securities Clearing Company Limited
''Hong Kong'' the Hong Kong Special Administrative Region of the People's Republic of China
''Independent Shareholders'' Shareholders other than (i) the Underwriter Concert Group;
(ii) the UA Concert Group; and (iii) any Shareholders who are involved in or interested in the Underwriting Agreement or the Rights Issue or the Whitewash Waiver or the transactions contemplated thereunder
''Irrevocable Undertakings'' Collectively, the undertakings given by (i) the Underwriter
to the Company under the Underwriting Agreement and (ii) Upwell Assets to the Company under the UA Undertaking Letter
''Last Trading Day'' 1 September 2015, being the last full trading day
immediately prior to the publication of the Announcement
''Latest Acceptance Date'' the latest time as the Underwriter may agree in writing
with the Company for acceptance of, and payment for, the Rights Shares and application and payment for excess Rights Shares, which is currently expected to be 4:00 p.m. on Monday, 9 November 2015
''Latest Lodging Date'' the latest time for lodging transfer documents of the Shares
in order to qualify for the Rights Issue, which is currently expected to be 4:30 p.m. on Friday, 16 October 2015
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