DEFINITIONS. In this prospectus, unless the context otherwise requires, the following expressions shall have the following meanings.

Transcription

1 In this prospectus, unless the context otherwise requires, the following expressions shall have the following meanings. Accountants Report Application Form(s) Articles of Association or Articles associate(s) or close associate(s) Board or Board of Directors Business Day or business day BVI CAGR Capitalisation Issue CCASS CCASS Clearing Participant CCASS Custodian Participant CCASS Investor Participant the accountants report on our Group for the Track Record Period set out in Appendix I to this prospectus WHITE Application Form(s), YELLOW Application Form(s) and GREEN Application Form(s) relating to the Hong Kong Public Offer, or where the context so requires, any of them the articles of association of our Company as amended, supplemented and otherwise modified from time to time, a summary of which is set out the section headed Summary of the Constitution of our Company and Cayman Islands Company Law in Appendix III to this prospectus has the meaning ascribed to it under the Listing Rules the board of Directors of our Company any day (other than a Saturday, Sunday or public holiday) on which banks in Hong Kong are generally open for business the British Virgin Islands compound annual growth rate the issue of 1,049,990,000 new Shares to be made upon capitalisation of certain sums standing to the credit of the share premium account of our Company as referred to in the section headed Statutory and General Information Further Information about our Company 3. Written resolutions passed by our Shareholders on 10 June 2016 in Appendix IV to this prospectus the Central Clearing and Settlement System established and operated by the HKSCC a person admitted to participate in CCASS as a direct clearing participant or general clearing participant a person admitted to participate in CCASS as a custodian participant a person admitted to participate in CCASS as an investor participant who may be an individual, joint individuals or a corporation 12

2 CCASS Participant China or PRC China-HK Shipping Companies Law Companies Ordinance Companies (Winding Up and Miscellaneous Provisions) Ordinance Company connected person(s) or core connected person(s) connected transactions Controlling Shareholders Deed of Indemnity Deed of Non-Competition Director(s) or our Director(s) a CCASS Clearing Participant, a CCASS Custodian Participant or a CCASS Investor Participant the People s Republic of China, excluding for the purpose of this prospectus, Hong Kong, Macau and Taiwan China-HK Shipping Limited ( ), a company incorporated in Hong Kong on 1 November 1999 which is directly owned as to 52.5% by Mr. Lau Yu Leung and 47.5% by other Independent Third Parties, and hence a connected person of our Company the Companies Law (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Chapter 32 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time Ever Harvest Group Holdings Limited ( ), a company incorporated on 15 October 2015 under the laws of the Cayman Islands as an exempted company with limited liability has the meaning ascribed to it under the Listing Rules has the meaning ascribed to it under the Listing Rules has the meaning ascribed to it under the Listing Rules, and, in the case of our Company, means Mr. Lau Yu Leung, Madam Tong Hung Sum, Ever Winning Investment and Ever Forever Investment, individually and as a group of persons the deed of indemnity dated 10 June 2016 and executed by our Controlling Shareholders with and in favour of our Company (for itself and as trustee for each of its present subsidiaries), the particulars of which are set forth in the section headed Statutory and General Information 14. Estate duty, tax and other indemnity in Appendix IV to this prospectus the deed of non-competition dated 10 June 2016 and executed by our Controlling Shareholders in favour of our Company, the particulars of which are set forth in the section headed Relationship with our Controlling Shareholders Deed of Non- Competition in this prospectus the director(s) of our Company 13

3 EHIHL EHIL Euromonitor Euromonitor Report Ever Forever Investment Ever Glorious Investment Ever Harvest Ever Harvest (BVI) Ever Harvest International Holdings Limited ( ) (formerly known as Ever & Forever Harvest Company Limited ( )), a limited liability company incorporated in Hong Kong on 24 December 2015, which is an indirect wholly-owned subsidiary of our Company Ever Harvest International Logistics (Shenzhen) Ltd.* ( ), (formerly known as Shenzhen Ever Harvest Logistics Co., Ltd. ( )), a company established in the PRC on 18 October 2004 and is an indirect wholly-owned subsidiary of our Company Euromonitor International Limited an independent market research report commissioned by our Company prepared by Euromonitor issued in June 2016 Ever Forever Investment Company Limited, a limited liability company incorporated in the BVI on 12 November 2015, which is wholly-owned by Madam Tong Hung Sum, and is one of our Controlling Shareholders Ever Glorious Investment Company Limited, a limited liability company incorporated in the BVI on 12 November 2015, which is wholly-owned by Mr. Lau Tak Kee Henry Ever Harvest Shipping Limited ( ), a limited liability company incorporated in Hong Kong on 11 August 1992, which is an indirect wholly-owned subsidiary of our Company Ever Harvest Investments Limited ( ), a company incorporated in the BVI on 16 November 2015 with limited liability, which is a wholly-owned subsidiary of our Company Ever Miracle Investment Ever Miracle Investment Company Limited, a company incorporated in the BVI on 17 November 2015 with limited liability, which is wholly-owned by Mr. Lau Tak Fung Wallace Ever Winning Investment Ever Winning Investment Company Limited, a company incorporated in the BVI on 12 November 2015, which is whollyowned by Mr. Lau Yu Leung, and is one of our Controlling Shareholders GDP Global Offering gross domestic product the Hong Kong Public Offer and the International Placing 14

4 GREEN Application Form(s) Group or we or our or us HK or Hong Kong HK$ or Hong Kong dollars and cents HK eipo White Form HK eipo White Form Service Provider HKFRSs HKSCC HKSCC Nominees Hong Kong Offer Shares Hong Kong Public Offer Hong Kong Share Registrar the application form(s) to be completed by the HK eipo White Form Service Provider designated by our Company our Company and its subsidiaries or, where the context so requires, in respect of the period before our Company became the holding company of our present subsidiaries, the entities which carried on the business of our Group at the relevant time the Hong Kong Special Administrative Region of the PRC Hong Kong dollar(s) and cent(s) respectively, the lawful currency of Hong Kong the application process for Hong Kong Offer Shares with applications issued in the applicant s own name and submitted online through the designated website of the HK eipo White Form service provider designated by our Company, as specified on the designated website Hong Kong Financial Reporting Standards Hong Kong Securities Clearing Company Limited HKSCC Nominees Limited the 35,000,000 new Shares initially offered for subscription under the Hong Kong Public Offer, representing 10% of the initial number of the Offer Shares, subject to re-allocation as described in the section headed Structure of the Global Offering in this prospectus the offer for subscription or for sale of Hong Kong Offer Shares to the public in Hong Kong (subject to adjustment as described in the section headed Structure of the Global Offering in this prospectus) at the Offer Price (plus brokerage of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%) and on and subject to the terms and conditions described in this prospectus and the Application Forms, as further described in the section headed Structure of the Global Offering in this prospectus Tricor Investor Services Limited, the Hong Kong branch share registrar of our Company 15

5 Hong Kong Underwriters the underwriters of the Hong Kong Public Offer listed in the section headed Underwriting Underwriters Hong Kong Underwriters in this prospectus Hong Kong Underwriting the Hong Kong underwriting agreement dated 22 June 2016 Agreement entered into between our Company, our executive Directors, our Controlling Shareholders, the Sole Sponsor, the Sole Global Coordinator and the Hong Kong Underwriters relating to the Hong Kong Public Offer, particulars of which are described in the section headed Underwriting in this prospectus Independent Third Party(ies) International Placing International Placing Agreement International Placing Shares International Underwriters IRD Joint Lead Managers Latest Practicable Date a party which, as far as our Directors are aware after having made all reasonable enquiries, is not a connected person of our Company within the meanings of the Listing Rules the conditional placing of the International Placing Shares at the Offer Price to selected professional, institutional and private investors as set out under the section headed Structure of the Global Offering in this prospectus the conditional international placing underwriting agreement relating to the International Placing and expected to be entered into by our Company, our executive Directors, our Controlling Shareholders, the Sole Sponsor, the Sole Global Coordinator and the International Underwriters on or about the Price Determination Date the 315,000,000 new Shares, expected to be initially offered for subscription or sale pursuant to the International Placing, representing 90% of the initial number of the Offer Shares, subject to re-allocation and the Over allotment Option as described in the section headed Structure of the Global Offering in this prospectus the underwriters of the International Placing, who are expected to enter into the International Placing Agreement to underwrite the International Placing Inland Revenue Department of the government of Hong Kong Guotai Junan Securities and Convoy Investment Services Limited 15 June 2016, being the latest practicable date for the purpose of ascertaining certain information in this prospectus prior to its publication 16

6 Lau s Family Listing Listing Committee Listing Date Listing Rules Main Board Memorandum of Association or Memorandum MOFCOM MOT Offer Price Offer Share(s) Over-allotment Option Mr. Lau Yu Leung, Madam Tong Hung Sum, Mr. Lau Tak Fung Wallace, and Mr. Lau Tak Kee Henry, or any one or more of such person(s) the listing of the Shares on the Main Board the Listing Committee of the Stock Exchange the date on which dealings of the Shares on the Main Board of the Stock Exchange first commence, which is currently expected to be on Wednesday, 6 July 2016 the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time the main board of the Stock Exchange the memorandum of association of our Company as amended or otherwise modified from time to time, a summary of which is contained in Appendix III to this prospectus Ministry of Commerce of the PRC ( ) Ministry of Transport of the PRC ( ) the final price per Share in Hong Kong dollars (exclusive of brokerage, SFC transaction levy and the Stock Exchange trading fee) at which the Offer Shares are to be subscribed for and issued pursuant to the Global Offering, to be determined as further described in the section headed Structure of the Global Offering Determining the Offer Price in this prospectus the Hong Kong Offer Shares and the International Placing Shares together, where relevant, with any additional Shares issued pursuant to the exercise of the Over allotment Option the option granted by our Company to the Sole Global Coordinator (for itself and on behalf of the International Underwriters), pursuant to the International Placing Agreement, exercisable at any time up to the 30th day after the last date for the lodging of applications under the Hong Kong Public Offer, to require our Company to allot and issue up to an aggregate of 52,500,000 additional new Shares, representing 15% of the initial Offer Shares, at the Offer Price per Share to cover any overallocations (if any) in the International Placing 17

7 PRC Government PRC Legal Advisers Price Determination Agreement the central government of China and its political subdivisions, including provincial, municipal and other regional or local government bodies or, as the context requires, any of them Commerce & Finance Law Offices, the legal advisers to our Company as to PRC law the agreement expected to be entered into between our Company and the Sole Global Coordinator (for itself and on behalf of the Underwriters) on or before the Price Determination Date to record the agreement on the Offer Price Price Determination Date the date, expected to be on or around Thursday, 30 June 2016 (or such later date as may be agreed between our Company and the Sole Global Coordinator (for itself and on behalf of the Underwriters)), on which the Offer Price is fixed for the purpose of the Global Offering and in any event no later than Monday, 4 July 2016 Regulation S Reorganisation RMB or CNY SAFE Regulation S under the Securities Act the reorganisation arrangements undergone by our Group as set out in the section headed History, Development and Reorganisation in this prospectus Renminbi, the lawful currency of the PRC State Administration of Foreign Exchange of the PRC ( ) SAIC State Administration for Industry and Commerce of the PRC ( ) SAT sea freight forwarding agency services State Administration of Taxation of the PRC ( ) one of our Sea Freight Services, which comprises international freight forwarding agency services and NVOCC services Sea Freight Services has the meaning ascribed to it in the section headed Business Overview in this prospectus Securities Act SEHL the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder Shenzhen Ever Harvest Logistics Co., Ltd.* ( ), a company established in the PRC on 15 April 2002 and owned as to 69% by EHIL and as to 31% by SFHL 18

8 SFC SFHL SFO Share(s) Share Option Scheme Shareholder(s) Sole Global Coordinator, Sole Bookrunner, or Guotai Junan Securities Sole Sponsor or Guotai Junan Capital Southern China State Council Stock Borrowing Agreement Stock Exchange Substantial Shareholder Takeovers Code Securities and Futures Commission of Hong Kong Shenzhen Forever Harvest Logistics Ltd.* ( ), a company established in the PRC on 24 July 2013 and is an indirect wholly-owned subsidiary of our Company the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time ordinary share(s), with nominal value of HK$0.01 each, in the share capital of our Company the share option scheme conditionally approved and adopted by our Company on 10 June 2016, a summary of its principal terms is set out under the section headed Statutory and General Information Other Information 13. Share Option Scheme in Appendix IV to this prospectus holder(s) of the Shares Guotai Junan Securities (Hong Kong) Limited, a licensed corporation under the SFO to carry out type 1 (dealing in securities) and type 4 (advising on securities) regulated activities as defined in the SFO Guotai Junan Capital Limited, a licensed corporation under the SFO to carry out type 6 (advising on corporate finance) regulated activities as defined in the SFO Hong Kong and the southern region of the PRC, which comprises Guangdong Province, Guangxi Zhuang Autonomous Region, Fujian Province and Hainan Province State Council of the PRC ( ) the stock borrowing agreement to be entered into on or about the Price Determination Date between Ever Winning Investment and the Sole Global Coordinator The Stock Exchange of Hong Kong Limited has the meaning ascribed to it under the Listing Rules the Codes on Takeovers and Mergers and Share Buy-backs, as amended, supplemented or otherwise modified from time to time 19

9 Tax Adviser RSM Tax Advisory (Hong Kong) Limited Track Record Period the financial years ended 31 December 2013, 2014 and 2015 transshipment port(s) Ultimate Controlling Party Underwriters Underwriting Agreements US or United States US$ or US dollars and USD Usage Priority Agreement(s) WHITE Application Form(s) Xiamen Harvest YELLOW Application Form(s) the port(s) in Hong Kong, Shenzhen and Nansha where our Group import goods/containers with the purpose of re-exporting to another ports has the meaning ascribed to it in Note 1 to the Accountants Report in Appendix I to this prospectus the Hong Kong Underwriters and the International Underwriters the Hong Kong Underwriting Agreement and the International Placing Agreement the United States of America United States dollars and cents, respectively, the lawful currency of US contracts entered into by our Group with certain Independent Third Parties to secure our Group s right to use those four vessels exclusively for a span of 29 years to 35 years the application form(s) to be completed in accordance with the instructions in the section headed How to Apply for Hong Kong Offer Shares in this prospectus Xiamen Harvest Shipping Limited ( ), a limited liability company incorporated in Hong Kong on 23 June 1993, which is an indirect wholly-owned subsidiary of our Company the application form(s) to be completed in accordance with the instructions in the section headed How to Apply for Hong Kong Offer Shares in this prospectus % per cent * is for transliteration and identification purpose only Certain amounts or percentage figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them. In this prospectus, if there is any inconsistency between the Chinese names of the entities, authorities, organisations, institutions or enterprises established in the PRC or the awards, certificates given in the PRC and their English translations, the Chinese language version shall prevail. English translation of company names in Chinese or another language which are marked with * is for identification purpose only. Unless otherwise specified, all relevant information in this prospectus assumes no exercise of the Over allotment Option. 20