DEFINITIONS. In this prospectus, unless the context otherwise requires, the following terms shall have the meanings set out below.

Transcription

1 In this prospectus, unless the context otherwise requires, the following terms shall have the meanings set out below. Accountants Report Application Form(s) Articles or Articles of Association associate(s) Board business day BVI Capitalisation Issue CCASS CCASS Clearing Participant CCASS Custodian Participant CCASS Investor Participant CCASS Participant the accountants report of our Company prepared by the Reporting Accountants set out in Appendix I to this prospectus WHITE application form(s), YELLOW application form(s) and GREEN application form(s), or where the context so requires, any of them which is used in relation to the Public Offer the articles of association of our Company, adopted on 3 June 2014, and as amended from time to time has the meaning ascribed thereto under the Listing Rules the board of Directors a day on which banks in Hong Kong are open for general banking business, other than (i) a Saturday or a Sunday; or (ii) a day on which a tropical cyclone warning signal no. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. the British Virgin Islands the issue of 299,989,546 Shares 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 Further information about our Company Written resolutions of the Shareholders in Appendix IV to this prospectus the Central Clearing and Settlement System established and operated by 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 or joint individuals or a corporation a CCASS Clearing Participant, a CCASS Custodian Participant or a CCASS Investor Participant

2 Companies Law the Companies Law (as revised) of the Cayman Islands, as amended, consolidated or otherwise modified from time to time Companies Ordinance the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time Company (Winding Up and Miscellaneous Provisions) Ordinance the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time Company or our Company Earthasia International Holdings Limited ( 泛 亞 環 境 國 際 控 股 有 限 公 司 ) (formerly known as Earthasia International Holdings Limited( 泛 亞 國 際 控 股 有 限 公 司 )), an exempted company incorporated in the Cayman Islands with limited liability on 25 November rd Sch 29 LR 8.02 A1A 1 connected person(s) has the meaning ascribed thereto under the Listing Rules Controlling Shareholder(s) Mr. Chan, Mr. Lau, CYY and LSBJ CYY CYY Holdings Limited, a company incorporated under the laws of the BVI on 22 November 2013 with limited liability, which is wholly owned by Mr. Chan and is a Controlling Shareholder of our Company Deed of Indemnity the deed of indemnity dated 3 June 2014 and signed by our Controlling Shareholders in favour of our Company (on its own behalf and as trustee for each member of our Group), particulars of which are set out in the section headed Other information Tax and other indemnities in Appendix IV to this prospectus Deed of Non-competition the deed of non-competition dated 3 June 2014 and signed by our Controlling Shareholders in favour of our Company (for itself and as trustee for its subsidiaries), in respect of certain non-competition undertakings given by our Controlling Shareholders in favour of us, particulars of which are set out in the section headed Relationships with the Controlling Shareholders in this prospectus Director(s) or our Director(s) director(s) of our Company Earthasia (BVI) Earthasia Holdings Limited, a company incorporated under the laws of the BVI on 27 November 2013 with limited liability and a wholly-owned subsidiary of our Company

3 Earthasia (Guangzhou) Earthasia (Hong Kong) Earthasia (International) Earthasia (Linkong) Earthasia (Manila) Earthasia (Shanghai) Earthasia (Guangzhou) Company Limited ( 泛 亞 景 觀 設 計 ( 廣 州 ) 有 限 公 司 ), a company established under the laws of the PRC on 30 July 2013 with limited liability and a wholly-owned subsidiary of Earthasia (Hong Kong), and an indirect subsidiary of our Company Earthasia Limited ( 泛 亞 環 境 有 限 公 司 ), a company incorporated under the laws of Hong Kong on 27 February 1981 with limited liability and a wholly-owned subsidiary of Earthasia (Shanghai), and an indirect subsidiary of our Company Earthasia (International) Limited ( 泛 亞 環 境 ( 國 際 ) 有 限 公 司 ), a company incorporated under the laws of Hong Kong on 2 June 2004 with limited liability and a wholly-owned subsidiary of Earthasia (BVI), and an indirect subsidiary of our Company Earthasia Urban Planning & Design (Shanghai) Limited ( 泛 亞 城 市 規 劃 設 計 ( 上 海 ) 有 限 公 司 ), a company established under the laws of the PRC on 20 November 2013 with limited liability and a wholly-owned subsidiary of Earthasia (Shanghai), and an indirect subsidiary of our Company EA Group International, Inc., a company incorporated under the laws of the Philippines on 16 October 2007 with limited liability and an indirect subsidiary of our Company whose issued share capital is legally owned as to 99.92% by Earthasia (International) and 0.01% by each of Mr. Lau, Mr. Chan, Mr. Adjutor Santos Geronimo, Mr. Eduardo Custodio De Borja, Ms. Rosanna Derla Dedeles, Mr. Wong Lung Wa Andrew, Ms. Wong Lei Kam Winnie and Mr. Chan Yuen King Paul; and each of Mr. Adjutor Santos Geronimo, Mr. Eduardo Custodio De Borja and Ms. Rosanna Derla Dedeles held one share of Earthasia (Manila) on trust for Earthasia (International) which results in Earthasia (Manila) being beneficially owned as to 99.95% by Earthasia (International) as at the Latest Practicable Date Earthasia (Shanghai) Company Limited ( 泛 亞 景 觀 設 計 ( 上 海 ) 有 限 公 司 ), a company established under the laws of the PRC on 9 December 2004 with limited liability, and a wholly-owned subsidiary of Earthasia (International), and an indirect subsidiary of our Company Earthasia (Xiamen) Earthasia (Xiamen) Limited ( 泛 亞 國 際 環 境 設 計 ( 廈 門 ) 有 限 公 司 ), a company established under the laws of the PRC on 5 March 2013 with limited liability whose equity interest is owned as to 75% and 25% by Earthasia (Shanghai) and Ms. Lin, respectively, and an indirect subsidiary of our Company

4 EYT EYT Holdings Limited, a company incorporated under the laws of Hong Kong on 7 July 2004 with limited liability whose issued share capital is owned by Mr. Chan and Mr. Lau in equal shares Global Offering the Public Offer and the International Placing GREEN Application Form(s) the application form(s) to be completed by the HK eipo White Form Service Provider Group, our Group, we, our or us our Company and its subsidiaries, or where the context refers to any time prior to our Company becoming the holding company of its present subsidiaries, the present subsidiaries of our Company and the businesses operated by such subsidiaries HKSCC Hong Kong Securities Clearing Company Limited HKSCC Nominees HKSCC Nominees Limited HK$ or HK dollars or cents Hong Kong dollars and cents, the lawful currency of Hong Kong HK eipo White Form the application for Public Offer Shares to be issued in the applicant s own name by submitting an application online through the designated website at HK eipo White Form Service Provider The Bank of East Asia, Limited Hong Kong or HK the Hong Kong Special Administrative Region of the PRC Hong Kong Government the government of Hong Kong Hong Kong Legal Counsel Ms. Ng Wing Shan Queenie, a Barrister-at-law in Hong Kong Hong Kong Share Registrar Tricor Investor Services Limited, the Hong Kong branch share registrar of our Company LR 8.16 LR 19.05(3)(a) IFRS International Financial Reporting Standards Independent Third Parties persons or companies which are independent of and not connected with (within the meaning of the Listing Rules) any of the directors, chief executive and substantial shareholders (within the meaning of the Listing Rules) of our Company, any of its subsidiaries or any of their respective associates, and an Independent Third Party means any of them

5 Batch 4-7 Internal Control Consultant SHINEWING Risk Services Limited, the internal control consultant of our Company International Placing the conditional placing of the International Placing Shares, at the Offer Price with professional, institutional and other investors by the International Placing Underwriters on behalf of our Company as described in the section headed Structure and conditions of the Global Offering in this prospectus International Placing Shares the 90,000,000 Offer Shares initially being offered for subscription at the Offer Price under the International Placing together with, where relevant, any additional Shares which may fall to be issued pursuant to the exercise of the Over-allotment Option, but subject to the adjustment as described in the section headed Structure and conditions of the Global Offering in this prospectus International Placing Underwriters the underwriters of the International Placing International Placing Underwriting Agreement the underwriting agreement in relation to the International Placing expected to be entered into by, among others, our Company, our Controlling Shareholders, the Sole Global Coordinator and the International Placing Underwriters on or around the Price Determination Date, as further described in section headed Underwriting Underwriting arrangements and expenses The International Placing in this prospectus Ipsos Ipsos Hong Kong Limited, an independent market research company Ipsos Report a report prepared by Ipsos on the landscape architecture service industry in the PRC and Hong Kong, which was commissioned by our Company Latest Practicable Date 4 June 2014, being the latest practicable date for the inclusion of information in this prospectus prior to the printing of this prospectus Listing listing of the Shares on the Main Board Listing Committee the listing sub-committee of the board of directors of the Stock Exchange Listing Date the date on which dealings of the Shares on the Main Board first commence, which is expected to be on 25 June 2014 A1A

6 Listing Rules The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time LSBJ LSBJ Holdings Limited, a company incorporated under the laws of the BVI on 22 November 2013 with limited liability, which is wholly owned by Mr. Lau and is a Controlling Shareholder of our Company 3 rd Sch 29 Macau the Macau Special Administrative Region of the PRC Main Board the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with the Growth Enterprise Market of the Stock Exchange Memorandum or Memorandum of Association the memorandum of association of our Company, adopted on 3 June 2014 and as amended from time to time MOFCOM the Ministry of Commerce of the PRC ( 中 華 人 民 共 和 國 商 務 部 ) MOHURD Mr. Chan Mr. Lau Mr. Tian Ms. Lin Offer Price Offer Shares the Ministry of Housing and Urban-Rural Development of the PRC ( 中 華 人 民 共 和 國 住 房 和 城 鄉 建 設 部 ), formerly known as Ministry of Construction of the PRC ( 中 華 人 民 共 和 國 建 設 部 ) Chan Yick Yan Andross ( 陳 奕 仁 ), an executive Director and a Controlling Shareholder Lau Hing Tat Patrick ( 劉 興 達 ), an executive Director and a Controlling Shareholder Tian Ming ( 田 明 ), an executive Director Lin Ke Jie ( 林 可 婕 ), a shareholder holding 25% equity interest in Earthasia (Xiamen) the final price per Offer Share in Hong Kong dollars (exclusive of the brokerage fee of 1%, the SFC transaction levy of 0.003% and the Stock Exchange trading fee of 0.005%) under the Global Offering which is expected to be determined as further described in the section headed Structure and conditions of the Global Offering Determining the Offer Price in this prospectus the Public Offer Shares and the International Placing Shares, together with, where relevant, any additional Shares to be issued pursuant to the exercise of the Over-allotment Option

7 Over-allotment Option PBLA Philippines Philippine Corporation Code Philippines Legal Advisors Philippine Tax Code PHP or Pesos PRC or China PRC Government PRC Legal Advisors Predecessor Companies Ordinance the option expected to be granted by our Company to the International Placing Underwriters, exercisable by Sole Global Coordinator (on behalf of the International Placing Underwriters) subject to the terms and conditions of the International Placing Underwriting Agreement pursuant to which our Company may be required to allot and issue up to an aggregate of 15,000,000 additional Offer Shares (representing 15% of the initial number of the Offer Shares) to cover over-allocations in the International Placing and/or to satisfy the obligation of the Stabilising Manager to return securities borrowed under the Stock Borrowing Agreement, particulars of which are set out in the section headed Structure and conditions of the Global Offering in this prospectus PBLA Limited, a company incorporated under the laws of the BVI on 28 November 2013 with limited liability, which is a whollyowned subsidiary of Pubang (Hong Kong), and a controlling shareholder of our Company prior to Listing The Republic of Philippines The Corporation Code of the Philippines Angara Abello Concepcion Regala & Cruz, the legal advisors as to Philippines law of our Company the National Internal Revenue Code of 1997 of the Philippines as amended, supplemented or otherwise modified from time to time Philippine Pesos, the lawful currency of the Philippines The People s Republic of China which, for the purpose of this prospectus, shall exclude Hong Kong, Macau and Taiwan the central government of the PRC including all political subdivisions (including provincial, municipal and other regional or local government entities) and instrumentalities thereof King & Wood Mallesons, the legal advisors of our Company as to PRC law the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as in force from time to time before 3 March

8 Pre-IPO Investment Pre-IPO Investment Agreement Pre-IPO Subscription Agreement Price Determination Date Pubang Pubang Group Pubang (Hong Kong) Public Offer Public Offer Shares Public Offer Underwriters investment by PBLA in our Group pursuant to the Pre-IPO Investment Agreement and the Pre-IPO Subscription Agreement as further described in the section headed Relationship with Pubang Group in this prospectus the sale and purchase agreement dated 9 December 2013 and entered into among Mr. Lau, LSBJ, Mr. Chan, CYY and Pubang (Hong Kong), pursuant to which LSBJ and CYY agreed to transfer 1,700 Shares and 1,400 Shares to PBLA, at the total consideration of HK$91,850,000 the subscription agreement dated 9 December 2013 entered into between Pubang (Hong Kong) and our Company, pursuant to which our Company has agreed to allot and issue 454 Shares to PBLA at a consideration of HK$15,000,000 the date, expected to be on or around Tuesday, 17 June 2014 but no later than Monday, 23 June 2014, on which the Offer Price is fixed for the purpose of the Global Offering Pubang Landscape Architecture Company Limited ( 廣 州 普 邦 園 林 股 份 有 限 公 司 ), a joint stock limited company incorporated under the laws of the PRC on 19 July 1995 with limited liability, the shares of which are listed on the Shenzhen Stock Exchange (stock code: ), and a controlling shareholder of our Company prior to Listing Pubang and its subsidiaries Pubang Landscape Architecture (HK) Company Limited ( 普 邦 園 林 ( 香 ) 有 限 公 司 ), a company incorporated under the laws of Hong Kong on 19 September 2013 with limited liability, which is a wholly-owned subsidiary of Pubang, and a controlling shareholder of our Company prior to Listing the conditional offering by our Company of the Public Offer Shares for subscription by the public in Hong Kong for cash at the Offer Price, on and subject to the terms and conditions described in this prospectus and the Application Forms the 10,000,000 Offer Shares initially being offered for subscription at the Offer Price in the Public Offer, subject to adjustment the underwriters of the Public Offer listed in the section headed Underwriting in this prospectus

9 Public Offer Underwriting Agreement Reorganisation Regulation S Reporting Accountants Repurchase Mandate RMB or Renminbi SAFE SAT SFC SFO Share Option Scheme the underwriting agreement dated 11 June 2014 in relation to the Public Offer and entered into by our Company, our Controlling Shareholders, the Sole Sponsor, the Sole Global Coordinator and the Public Offer Underwriters, as further described in the section headed Underwriting in this prospectus the reorganisation arrangements undergone by our Group in preparation for the Listing, which is more particularly described in the section headed History and corporate structure in this prospectus Regulation S under the U.S. Securities Act Ernst & Young, Certified Public Accountants, Hong Kong, the reporting accountants of our Company the general unconditional mandate to repurchase Shares given to our Directors by our Shareholders, further details of which are contained in the section headed Further information about our Company Written resolutions of the Shareholders in Appendix IV to this prospectus Renminbi, the lawful currency of the PRC the State Administration of Foreign Exchange of the PRC ( 中 華 人 民 共 和 國 國 家 外 匯 管 理 局 ) the State Administration of Taxation of the PRC ( 中 華 人 民 共 和 國 國 家 稅 務 總 局 ) the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time the share option scheme conditionally approved and adopted by our Company on 3 June 2014, a summary of its principal terms is set forth in the section headed Share Option Scheme in Appendix IV to this prospectus

10 Share Swap Agreement the sale and purchase agreement dated 2 December 2013 entered into among Earthasia (BVI), EYT, Mr. Chan and Mr. Lau, pursuant to which EYT, Mr. Chan and Mr. Lau agreed to sell to Earthasia (BVI) 2,500, 1,750 and 750 shares of HK$1.00 each of Earthasia (International) respectively, representing the entire issued share capital of Earthasia (International), in consideration of the allotment and issue of 3,000 and 2,000 Shares credited as fully paid by our Company to CYY and LSBJ respectively Shareholder(s) holder(s) of the Shares from time to time Shares ordinary shares of our Company with a nominal value of HK$0.01 each 3 rd Sch2 Shenzhen Stock Exchange the Shenzhen Stock Exchange ( 深 圳 證 券 交 易 所 ) Sole Global Coordinator, Sole Bookrunner, Sole Lead Manager or GF Securities Sole Sponsor or GF Capital sq.m. or m 2 Stabilising Manager Stock Borrowing Agreement Stock Exchange subsidiary substantial shareholder(s) Takeovers Code GF Securities (Hong Kong) Brokerage Limited, a licensed corporation under the SFO permitted to carry out type 1 (dealing in securities) and type 4 (advising on securities) regulated activities, acting as the global coordinator, bookrunner and lead manager of the Global Offering GF Capital (Hong Kong) Limited, a licensed corporation under the SFO permitted to carry out type 6 (advising on corporate finance) regulated activities, acting as the sponsor to the Listing square metres GF Securities the stock borrowing agreement expected to be entered into between the Stabilising Manager and LSBJ on or around the Price Determination Date The Stock Exchange of Hong Kong Limited has the meaning ascribed thereto under the Listing Rules has the meaning ascribed thereto under the Listing Rules the Code on Takeovers and Mergers of Hong Kong Track Record Period the three financial years ended 31 December 2013 Underwriters the Public Offer Underwriters and the International Placing Underwriters

11 Underwriting Agreements UK United States, U.S. or US U.S. Securities Act US$ or U.S. dollars or US dollars WHITE Application Form(s) YELLOW Application Form(s) the Public Offer Underwriting Agreement and the International Placing Underwriting Agreement the United Kingdom the United States of America the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder United States dollars, the lawful currency of the United States the application form(s) for use by the public who require such Public Offer Shares to be issued in the applicants own names the application form(s) for use by the public who require such Public Offer Shares to be deposited directly into CCASS % per cent. The English names of the PRC established companies or entities and the English titles of the PRC laws and regulations mentioned in this prospectus are translations from their Chinese names or titles. If there is any inconsistency, the Chinese names or titles shall prevail. Unless otherwise expressly stated or the context otherwise requires, all data in this prospectus is as at the date of this prospectus