# DIRECTOR’S RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS

This prospectus, for which our Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the GEM Listing Rules for the purpose of giving information to the public with regard to our Group. Our Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this prospectus misleading.

# FULLY UNDERWRITTEN

This prospectus is published solely in connection with the Placing which is sponsored by the Sponsor and is managed by the Joint Lead Managers. The Placing Shares are fully underwritten by the Underwriters (subject to the terms and conditions of the Underwriting Agreement and also subject to the Placing Price being fixed pursuant to the Price Determination Agreement). Further information relating to the Underwriters and the Placing and the underwriting arrangements is set out in the section headed “Underwriting” in this prospectus.

# DETERMINATION OF THE PLACING PRICE

The Placing Shares are being offered at the Placing Price which will be determined by the Joint Bookrunners (for themselves or on behalf of the Underwriters) and us on or around Thursday, 31 December 2015, or such other date as agreed between the parties.

If we and the Joint Bookrunners (for themselves or on behalf of the Underwriters) are unable to reach an agreement on the Placing Price on or before Thursday, 31 December 2015, or such later date or time as may be agreed between the Joint Bookrunners (for themselves or on behalf of the Underwriters) and us, the Placing will not become unconditional and will lapse. For full information relating to the determination of the Placing Price, please refer to the section headed “Structure and Conditions of the Placing” in this prospectus.

# RESTRICTIONS ON OFFER AND SALE OF PLACING SHARES

This prospectus is published in connection with the Placing.

No action has been taken to permit any offering of the Placing Shares or the distribution of this prospectus in anyj urisdiction other than Hong Kong. Accordingly, this prospectus may not be used for the purpose of, and does not constitute, an offer or invitation nor is it circulated to invite or solicit offers in anyj urisdiction or in any circumstances in which such an offer or invitation is not authorised or to any person to whom it is unlawful to make such an offer or invitation. The distribution of this prospectus and the offering of the Placing Shares in otherj urisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of suchj urisdictions pursuant to registration with or an authorisation from the relevant regulatory authorities or an exemption therefrom.

Subscribers for the Placing Shares should consult their financial advisers and seek legal advice, as appropriate, to inform themselves of, and to observe, all applicable laws, rules and regulations of any relevant jurisdiction. Subscribers for the Placing Shares should also inform themselves as to the relevant requirements and any applicable exchange control regulations and applicable taxes in the countries of their respective citizenship, residence or domicile.

Each person subscribing for the Placing Shares under the Placing will be required to, or be deemed by his/her/its subscription for the Placing Shares to, confirm that he/she/it is aware of the restrictions on offers of the Placing Shares described in this prospectus and he/she/it is not subscribing, and has not been offered, any Placing Shares in circumstances that contravene any such restrictions.

# APPLICATION FOR LISTING OF OUR SHARES ON GEM

Application has been made to the Stock Exchange for granting the listing of, and permission to deal in, on GEM, our Shares in issue as at the Distribution Record Date and our Shares to be issued pursuant to the Distribution and the Placing (including the additional Placing Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option, and upon exercise of any option granted or which may be granted under the Share Option Schemes). Dealings in our Shares on GEM are expected to commence on Thursday, 7 January 2016. Pursuant to Rule 11.23(7) of the GEM Listing Rules, at least 25% of the total issued share capital of the Company must at all times be held by the public. A total of 150,000,000 Placing Shares representing 25% of our issued share capital will be in the hands of the public immediately following completion of the Placing, and upon Listing (assuming the Offer Size Adjustment Option is not exercised and without taking into any new Shares which may be allotted and issued pursuant to the exercise of options granted or which may be granted under the Share Option Schemes).

Save as disclosed herein, none of our Shares are listed on or dealt in on any other stock exchange and no such listing or permission to list is being or is proposed to be sought in the near future.

Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any allotment made in respect of any application for the Placing Shares will be invalid if the listing of, and permission to deal in, the Placing Shares on GEM is refused before the expiration of three weeks from the date of the closing of the Placing, or such longer period (not exceeding six weeks) as may, within the said three weeks, be notified to us by the Stock Exchange.

# ABOUT THE PLACING

We have not authorised anyone to provide any information or to make any representation not contained in this prospectus. You should not rely on any information or representation not contained in this prospectus as having been authorised by us, the Sponsor, the Joint Bookrunners, the Joint Lead Managers, the Underwriters or any of our or their respective directors, officers or representatives or any other persons involved in the Placing.