Hong Kong Exchanges and Clearing : Share Offer

(Incorporated in the Cayman Islands with limited liability)

STOCK CODE: 1582

SHARE OFFER

Sole Sponsor

Joint Bookrunners and Joint Lead Managers

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Joint Lead Managers

IMPORTANT

If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.

CR Construction Group Holdings Limited

華營建築集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

LISTING ON THE MAIN BOARD OF

THE STOCK EXCHANGE OF HONG KONG LIMITED

BY WAY OF SHARE OFFER

Total number of Offer Shares : 138,850,000 Shares

Number of Public Offer Shares : 13,885,000 Shares (subject to re-allocation) Number of Placing Shares : 124,965,000 Shares (subject to re-allocation)

Offer Price : Not more than HK$1.4 per Offer Share and expected to be not less than HK$1.0 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application and subject to refund (if any))

Nominal value : HK$0.01 per Share Stock code : 1582

Sole Sponsor

Joint Bookrunners and Joint Lead Managers

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Joint Lead Managers

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus.

A copy of this prospectus, having attached thereto the documents specified in the paragraph headed "Documents delivered to the Registrar of Companies and available for inspection" in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required under section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above.

The final Offer Price is expected to be determined by agreement among our Company, the Sole Sponsor, the Joint Bookrunners and the Joint Lead Managers (for themselves and on behalf of the other Underwriters) on the Price Determination Date. The Price Determination Date is expected to be on or around Friday, 4 October 2019 or on such later date as may be agreed among our Company, the Sole Sponsor, the Joint Bookrunners and the Joint Lead Managers (for themselves and on behalf of the other Underwriters) and, in any event, not later than Thursday, 10 October 2019. Prospective investors should be aware that the Offer Price to be determined on or before the Price Determination Date may be, but not expected to be, lower than the indicative Offer Price range as stated in this prospectus. The Offer Price will be not more than HK$1.4 and is currently expected to be not less than HK$1.0 per Share, unless otherwise announced.

Applicants for the Public Offer Shares are required to pay, on application, the maximum Offer Price of HK$1.4 for each Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%.

The Joint Bookrunners and the Joint Lead Managers, on behalf of the Underwriters, may, with our Company's consent, reduce the number of Offer Shares under the Share Offer and/or the Offer Price stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Public Offer. In such a case, a notice of reduction in the number of Offer Shares and/or the Offer Price will be published on the website of the Stock Exchange at www.hkexnews.hk and website of our Company at www.cr-construction.com.hk not later than the morning of the last day for lodging applications under the Public Offer. Details of the arrangement will then be announced by our Company as soon as practicable. Further details are set out in the sections "Structure and conditions of the Share Offer" and "How to apply for Public Offer Shares and Employee Reserved Shares".

Prior to making an investment decision, prospective investors should consider carefully all the information set out in this prospectus, including risk factors set out in the section "Risk factors". Pursuant to the Public Offer Underwriting Agreement, the Joint Bookrunners and the Joint Lead Managers (for themselves and on behalf of the Public Offer Underwriters) have the right in certain circumstances to terminate the obligations of the Public Offer Underwriters at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Further details of such circumstances are set out in the section "Underwriting" in this prospectus.

27 September 2019

EXPECTED TIMETABLE

If there is any change in the following expected timetable, our Company will issue a separate announcement to be published on the websites of the Stock Exchange (www.hkexnews.hk) and of our Company (www.cr-construction.com.hk).

2019(Note 1)

Latest time to lodge PINK Application Form . . . . . . . . . . . . 12:00 noon on Wednesday, 2 October

Latest time to complete electronic applications under the HK eIPO White Form service through

the designated website at www.hkeipo.hk(Note 2) . . . . . . . . . . 11:30 a.m. on Thursday, 3 October

Application lists open(Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Thursday, 3 October

Latest time to lodge WHITE and YELLOW Application Forms and to give electronic

application instructions to HKSCC(Note 4) . . . . . . . . . . . . . . 12:00 noon on Thursday, 3 October

Latest time to complete payment of HK eIPO White Form applications by effecting internet banking

transfer(s) or PPS payment transfer(s)(Note 2) . . . . . . . . . . . . . 12:00 noon on Thursday, 3 October

Application lists close(Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Thursday, 3 October

Expected Price Determination Date(Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 4 October

1. Announcement of the final Offer Price, the indication of level of interest in the Placing, the results of applications in the Public Offer and Employee Preferential Offering and the basis of allocation under the Public Offer and Employee Preferential Offering to be published on the

website of our Company at www.cr-construction.com.hk; and on the website of the Stock Exchange at

www.hkexnews.hkon or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 15 October

1. Results of allocations in the Public Offer (with successful applicants' identification document or business registration numbers,
   where appropriate) and Employee Preferential Offering

to be available through a variety of channels as described in the section headed "How to apply for

the Public Offer Shares and Employee

Reserved Shares - 11. Publication of results" from . . . . . . . . . . . . . . . . Tuesday, 15 October

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www.cr-construction.com.hk(Note6)

EXPECTED TIMETABLE

2019

A full announcement of the Public Offer and

Employee Preferential Offering containing (a) and (b) above to be published on the website of the Stock Exchange at www.hkexnews.hkand our Company's website at

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 15 October

Results of allocations in the Public Offer and

Employee Preferential Offering will be available at

www.tricor.com.hk/ipo/result(alternatively,

www.hkeipo.hk/iporesult) with a "search by ID" function on . . . . . . . . . . . Tuesday, 15 October

Despatch of share certificates of the Public Offer Shares and Employee Reserved Shares or deposit of share certificates of the Public Offer Shares into CCASS in respect of

wholly or partially successful applications pursuant to

the Public Offer on or before(Notes 7 & 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 15 October

Despatch of HK eIPO White Form e-Auto Refund payment instructions/refund cheques in respect of wholly successful (in the event that the final Offer Price is less than initial price per Offer Share payable on application) and wholly or partially unsuccessful applications pursuant to the Public Offer

on or before(Notes 9 & 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 15 October

Dealings in the Shares on the Stock Exchange

expected to commence at 9:00 a.m. on . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 16 October

Notes:

1. All times and dates refer to Hong Kong local times and dates except as otherwise stated. Details of the structure of the Share Offer, including its conditions, are set out in the section headed "Structure and conditions of the Share Offer" in this prospectus. If there is any change in this expected timetable, an announcement will be published on the website of our Company at www.cr-construction.com.hkand the website of the Stock Exchange at www.hkexnews.hk.
2. You will not be permitted to submit your application to the HK eIPO White Form Service Provider through the designated website at www.hkeipo.hkafter 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m. you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close.
3. If there is a "black" rainstorm warning or a tropical cyclone warning signal number eight or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, 3 October 2019, the application lists will not open and close on that day. Please refer to the section headed "How to apply for Public Offer Shares and Employee Reserved Shares
   - 10. Effect of bad weather on the opening of the application lists" in this prospectus. If the application lists do not open and close on Thursday, 3 October 2019, the dates mentioned in this section may be affected. A press announcement will be made by us in such event.

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EXPECTED TIMETABLE

1. Applicants who apply by giving electronic application instructions to HKSCC should refer to the section headed "How to apply for Public Offer Shares and Employee Reserved Shares - 6. Applying by giving electronic application instructions to HKSCC via CCASS" in this prospectus.
2. The Price Determination Date, being the date on which the final Offer Price is to be determined, is expected to be on or around Friday, 4 October 2019 and in any event, not later than Thursday, 10 October 2019. If, for any reason, the final Offer Price is not agreed by 6:00 p.m. on Thursday, 10 October 2019 between the Joint Bookrunners and the Joint Lead Managers (for themselves and on behalf of the Underwriters) and our Company, the Share Offer will not proceed and will lapse.
3. None of the information contained on any website forms part of this prospectus.
4. Applicants who apply for 1,000,000 or more Employee Reserved Shares or Public Offer Shares and have provided all information required in the respective application forms may collect share certificates (if applicable) and refund cheques (if applicable) in person may do so from our Hong Kong Branch Share Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Tuesday, 15 October 2019 or any other date as notified by us as the date of despatch of share certificates/e-Auto Refund payment instructions/refund cheques. Applicants being individuals who is eligible for personal collection must not authorise any other person to make their collection on their behalf. Applicants being corporations who is eligible for personal collection must attend by sending their authorised representatives each bearing a letter of authorisation from his/her/its corporation stamped with the corporation's chop. Both individuals and authorised representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to our Hong Kong Branch Share Registrar, Tricor Investor Services Limited. Applicants who have applied on YELLOW Application Forms may not elect to collect their share certificates, which will be deposited into CCASS for credit of their designated CCASS Participants' stock accounts or CCASS Investor Participant stock accounts, as appropriate. Uncollected share certificates and refund cheques will be despatched by ordinary post to the addresses specified in the relevant applications at the applicants' own risk. Further information is set out in the section headed "How to apply for Public Offer Shares and Employee Reserved Shares" in this prospectus.
5. Share certificates for the Offer Shares will only become valid certificates of title at 8:00 a.m. on Wednesday, 16 October 2019, provided that (i) the Share Offer has become unconditional in all respects; and (ii) neither of the Underwriting Agreements has been terminated in accordance with its terms. Investors who trade Shares on the basis of publicly available allocation details before the receipt of share certificates or before the share certificates become valid certificates do so entirely at their own risk.
6. e-AutoRefund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful application and also in respect of wholly or partially successful applications in the event that the final Offer Price is less than the initial price payable per Public Offer Share on application. Part of the applicant's Hong Kong identity card number/passport number or, if the application is made by joint applicants, part of the Hong Kong identity card number/passport number of the first-named applicant, provided by the applicant(s) may be printed on the refund cheque, if any. Such data would also be transferred to a third party for refund purpose. Banks may require verification of the applicant's Hong Kong identity card number/passport number before encashment of the refund cheque. Inaccurate completion of the applicant's Hong Kong identity card number/passport number may lead to delay in encashment of, or may invalidate the refund cheque. Further information is set out in the section headed "How to apply for Public Offer Shares and Employee Reserved Shares" in this prospectus.
   Applicants who apply through the HK eIPO White Form Service and paid their applications monies from a single bank account may have refund monies (if any) despatched to their application payment bank account, in the form of e-Auto Refund payment instructions. Applicants who apply through the HK eIPO White Form Service and paid their application monies from multiple bank accounts may have refund monies (if any) despatched to the address as specified in their application instructions to the HK eIPO White Form Service Provider, in the form of refund cheques, by ordinary post at their own risk.
7. Applicants who apply for Public Offer Shares via HK eIPO White Form should refer to the section headed "How to apply for Public Offer Shares and Employee Reserved Shares - 13. Refund of application monies" in this prospectus.

Particulars of the structure and conditions of the Share Offer, including the conditions thereto, are set out in the section headed "Structure and conditions of the Share Offer" in this prospectus. Details relating to how to apply for the Public Offer Shares and Employee Reserved Shares are set out in the section headed "How to apply for Public Offer Shares and Employee Reserved Shares" in this prospectus.

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