The Company intends to offer 250,000,000 shares (the "Offer Shares") (subject to the Over-allotment Option) under the Global Offering, comprising 225,000,000 Placing Shares (subject to the Over-allotment Option and reallocation), and 25,000,000 Public Offer Shares (subject to reallocation), representing 90% and 10% of the Offer Shares, respectively. The Offer Shares will represent 25% of the Company's enlarged issued share capital immediately after completion of the Global Offering and the Capitalisation Issue, without taking into account any Shares which may be issued pursuant to the exercise of the Over-allotment Option and the exercise of any option which may be granted under the Share Option Scheme.
The Offer Price will be no more than HK$0.65 per Offer Share and is currently expected to be not less than HK$0.51 per Offer Share, unless otherwise announced. The Offer Shares will be traded in board lots of 4,000 Shares each. Applicants for Offer Shares under the Public Offer are required to pay, on application, the maximum offer price of HK$0.65 for each public offer share, plus the brokerage SFC transaction levy and Stock Exchange trading fee, amount to a total of HK$2,626.2 per board lot.
Fortune Financial Capital Limited is the Sole Sponsor of the Global Offering, while Fortune (HK) Securities Limited and Head & Shoulders Securities Limited act as the Joint Global Coordinators. Fortune (HK) Securities Limited, Head & Shoulders Securities Limited, I Win Securities Limited, SPDB International Capital Limited and First Shanghai Securities Limited act as the Joint Bookrunners and Joint Lead Managers. Alpha International Securities (Hong Kong) Limited, Chung Sun Securities Limited, Standard Perpetual Securities Limited and Livermore Holdings Limited act as the Co-Lead Managers, (together, the "Public Offer Underwriters").
GHW International is an applied chemical intermediates provider in the integrated services market with an established reputation, and a long operating history of over 20 years in the industry.
The Group's business operation consists of four principal business segments which include (i) polyurethane materials, (ii) animal nutrition chemicals, (iii) fine chemicals and (iv) pharmaceutical products and intermediates. According to Frost & Sullivan, the Group was the largest and the second largest seller in choline chloride in terms of sales revenue in the PRC and in the global market in 2018, accounting for approximately 30.3% and 16.8% of the market share, respectively. It was also the fourth largest seller of polyurethane materials in terms of sales revenue in the PRC in 2018. In addition, the Group ranked 46th globally in terms of revenue in the global chemical sales market in 2018, with a recorded total revenue of approximately RMB2,152.9 million.
With headquarters in the PRC, the Group offers a comprehensive product portfolio with a wide range of applications and a full spectrum of services relating to chemical intermediates supply chain through its extensive global operation and sales network, including research and development on production processes, strong product customisation capabilities, manufacturing of quality chemical products, sourcing of wide-ranging chemicals manufactured by third party manufacturers, efficient and safe logistics services and after-sale services.
The net proceeds from the Global Offering (after deducting underwriting fees and estimated expenses payable in connection with the Global Offering), assuming an Offer Price of HK$0.58 per offer share, being the mid-point of the indicative offer price range and the Over-allotment Option is not exercised, will be approximately HK$96.3 million. The Group currently intends to apply the net proceeds from the Global Offering in the following manner:
- approximately 17.2%, or HK$16.6 million, will be used on the initial establishment of the New Production Plant, which is expected to commence operation in the first quarter of 2022 and will consist of production facilities for the production of trimethylamine and a pilot plant for manufacturing pharmaceutical intermediates, respectively;
- approximately 60.4%, or HK$58.2 million, will be used to construct production facilities at the New Production Plant for manufacturing trimethylamine, which is expected to commence production in the second quarter of 2022;
- approximately 10.2%, or HK$9.8 million, will be used on the construction of a pilot plant at the New Production Plant, which is expected to commence production by the end of 2021 for small batch production of various types of pharmaceutical intermediates;
- approximately 2.2% of HK$2.1 million, will be used on the research and development process of our new pharmaceutical product;
- approximately 0.8%, or HK$0.8 million, will be used on purchasing hardware and software for upgrading our existing financial and accounting management system; and
- approximately 9.2%, or HK$8.8 million, will be used as working capital and other general corporate purposes.
Commenting on the future prospects of the Group, Mr. Yin Yanbin, Chairman and Chief Executive Officer, said, "We are confident that the outlook of fine chemicals and feed additives industries would remain positive and we plan to further penetrate in the markets and increase our market shares by introducing more products to expand our revenue base and to satisfy the needs of our customers. As part of our business strategies, we intend to enrich our product portfolio and expand our supply chain vertically in order to capture new market opportunities. We will also continue to invest in our facilities for environmentally friendly production and implement measures to reduce emissions. Furthermore, we will upgrade and optimise our integrated data operation platform for better service quality and operational efficiency and increase our online sales capability. We are confident of consolidating and enhancing our market position in the supply chain of chemical intermediates after successful listing."
The Public Offer is expected to commence at 9:00am on Tuesday, 31 December 2019 and is expected to close at 12:00 noon on Friday, 10 January 2020. Allotment results and the final Offer Price are expected to be published on Monday, 20 January 2020. Dealings in Shares on the Main Board are expected to commence at 9:00 am on Tuesday, 21 January 2020 and the stock code of the Company is 09933.
White Application Forms and Prospectuses of the Company can be obtained from the Public Offer Underwriters and designated branches of Bank of China (Hong Kong) Limited. Applicants may also apply online via the HK eIPO White Form Service Provider through the eIPO App or at www.hkeipo.hk. Applicants can also use the Yellow Application Forms or give electronic application instructions to Hong Kong Securities Clearing Company Limited to effect their applications.
GHW International
Financials at-a-Glance
Global Offering: 250,000,000 Shares (Subject to the Over-allotment Option)
Offering Structure
Public Offer: 25,000,000 Shares (Subject to reallocation)
Placing: 225,000,000 Shares (Subject to reallocation and the Over-allotment Option)
Proposed Offer Price Range: HK$0.51 - HK$0.65 per Offer Share
Based on Offer Price of HK$0.51 per Offer Share / Based on Offer Price of HK$0.65 per Office Share
Market Capitalisation(1): HK$510 million / HK$650 million
Announcement of allotment results: 20 January 2020 (Monday)
Expected Listing Date: 21 January 2020 (Tuesday)
Stock Code: 09933
No. of Shares per board lot 4,000
Note:
(1) The number of Shares used for the calculation of the market capitalisation is calculated based on 1,000,000,000 Shares in issue upon completion of the Global Offering, which comprises the existing 1,000,000 Shares in issue as at the date of this prospectus, 749,000,000 Shares to be issued pursuant to the Capitalisation Issue and 250,000,000 Shares to be issued pursuant to the Global Offering and the dividend payables of the Group as at 30 June 2019 has been taken into account but without taking into account of any Shares which may be issued as a result of the exercise of the Over-allotment Option, the exercise of any options which may be granted under the Share Option Scheme or any Shares which may be allotted and issued or repurchased by the Company pursuant to the general mandates for the allotment and issue or repurchase of Shares.
Track Record
The following is a summary of the combined results of the Company for the financial years ended 31 December 2017, 2018 and 2019 and the six months ended 30 June 2018 and 2019:
Year ended 31 December Six months ended 30 June
2017 2018 2019 2018(unaudited) 2019
Revenue (RMB'000) 1,606,829 2,179,049 2,152,946 1,074,927 935,273
Gross Profit (RMB'000) 164,966 317,611 309,562 180,527 121,964
Gross Profit Margin 10.3% 14.6% 14.4% 16.8% 13.0%
Profit for the year / period (RMB'000) 20,757 79,431 74,257 60,811 16,807
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