Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) 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 securities. 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 securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States or any other jurisdiction, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Bonds (as defined below) are being offered and sold only outside the United States in offshore transactions in compliance with Regulation S under the Securities Act. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. No public offer of the securities referred to herein is being or will be made in the United States.
This announcement and the listing document referred to herein have been published for information purposes only as required by the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (“Listing Rules”) and do not constitute an offer to sell nor a solicitation of an offer to buy any securities. Neither this announcement nor anything referred to herein (including the listing document) forms the basis for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this announcement and the listing document referred to herein shall not be deemed to be an offer of securities made pursuant to a prospectus issued by or on behalf of Haichuan International Investment Co., Ltd. (the “Issuer”) for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571) of Hong Kong.
Notice to Hong Kong investors: With respect to Bonds to be listed on the Hong Kong Stock Exchange, the Issuer and Jiangsu Fang Yang Group Co., Ltd. (江苏方洋集团有限公司) (the “Guarantor”) each confirms that the Bonds are intended for purchase by professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange) only and have been listed on the Hong Kong Stock Exchange on that basis. Accordingly, the Issuer and the Guarantor each confirms that the Bonds are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.
HAICHUAN INTERNATIONAL INVESTMENT CO., LTD.
(incorporated with limited liability in the British Virgin Islands)
US$150,000,000 5.3 per cent. guaranteed bonds due 2024 (the “Bonds”)
(STOCK CODE: 40621)
unconditionally and irrevocably guaranteed by
JIANGSU FANG YANG GROUP CO., LTD.
(incorporated with limited liability in the People’s Republic of China)
Issue Price: 100.0 per cent.
Sole Global Coordinator, Joint Lead Manager and Joint Bookrunner
Joint Lead Managers and Joint Bookrunners
Haitong International CEB International BOSC International Guoyuan Capital
Dongxing Securiies (Hong Kong) JQ Securities Alpha International Securities