Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus dated 5 December 2019 (the "Prospectus") issued by Tailam Tech Construction Holdings Limited (the "Company").

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

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any Shares or other securities of the Company. Potential investors should read the Prospectus for detailed information about the Company and the Share Offer described below before deciding whether or not to invest in the Offer Shares thereby being offered.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories, its possessions, any state of the United States and the District of Columbia and all areas subject to its jurisdiction). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdictions. The Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the "U.S. Securities Act") or any state securities laws of the United States. The securities may not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of U.S. persons, except pursuant to registration or an exemption from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States. The Offer Shares are being offered and sold outside of the United States as offshore transactions in accordance with Regulation S under the U.S. Securities Act. This announcement is not a prospectus.

In connection with the Share Offer, China Finance KAB Limited, as stabilising manager (the "Stabilising Manager"), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate Shares and/ or effect transactions with a view to stabilising or maintaining the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilising Manager, its affiliates or any person acting for it, to conduct any such stabilising action, which, if commenced, will be conducted at the sole and absolute discretion of the Stabilising Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilising activity is required to be brought to an end on the 30th day after the last date for the lodging of applications under the Public Offer being Friday, 10 January 2020. Any market purchases of Shares will be effected in compliance with all applicable laws and regulatory requirement. Such stabilisation action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "Securities and Future Ordinance"). The number of Shares which can be over-allocated will not exceed the number of Shares which may be issued under the Over-allotment Option, namely 11,850,000 Shares, which is 15% of the Shares initially available under the Share Offer. A public announcement will be made on the Stock Exchange's website at www.hkexnews.hkand the Company's website at www.tlpile.comwithin seven days after the expiration of the stabilising period in compliance with the Securities and Futures (Price Stabilizing) Rules. Details of the intended stabilisation and how it will be regulated under the Securities and Futures Ordinance are set for the in the section headed "Structure and Conditions of the Share Offer" of the Prospectus.

Potential investors should be aware that stabilising actions cannot be taken to support the price of the Shares for longer than the stabilisation period which will begin on the Listing Date and expire on Friday, 10 January 2020, being the 30th day after the last date for the lodging of applications under the Public Offer. After this date, no further stabilising action may be taken, demand for the Shares and the price of the Shares could fall.

The Public Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out in the Prospectus and the related Application Forms. The Public Offer Shares will not be offered to any person who is outside Hong Kong and/or not resident in Hong Kong.

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Tailam Tech Construction Holdings Limited

泰林科建控股有限公司

(Incorporated in the Cayman Islands with limited liability)

SHARE OFFER

Number of Offer Shares

:

79,000,000 Shares

(subject to the Over-allotment Option)

Number of Public Offer Shares

: 7,900,000 Shares (subject to reallocation)

Number of Placing Shares

: 71,100,000 Shares (subject to reallocation

and the Over-allotment Option)

Offer Price

: Not more than HK$1.40 per Offer Share,

and expected to be not less than

HK$1.30 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 in Hong Kong dollars

and subject to refund)

Nominal value

:

HK$0.01 per Share

Stock code

:

6193

Sole Sponsor

Joint Bookrunners and Joint Lead Managers

億聲證券有限公

Brilliant Norton

Securities Company Limited

Joint Lead Managers

Securities Ltd.

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Application has been made to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued as described in the Prospectus (including (i) the Shares in issue; (ii) the Shares to be issued pursuant to the Share Offer (including any additional Shares which may be issued pursuant to the exercise of the Over-allotment Option); (iii) the Shares to be issued pursuant to the Capitalisation Issue; and (iv) the Shares which may be issued pursuant to the exercise of the options that may be granted under the Share Option Scheme). Assuming the Public Offer becomes unconditional at or before 8:00 a.m. on Wednesday, 18 December 2019, it is expected that dealings in the Shares on the Stock Exchange are to commence at 9:00 a.m. on Wednesday, 18 December 2019. In the event the Over-allotment Option is exercised, an announcement will be made by the Company on the Company's website at www.tlpile.comand the Stock Exchange's website at www.hkexnews.hk.

The Share Offer comprises the Public Offer of 7,900,000 Shares representing 10% of the total number of Offer Shares made available under the Share Offer (subject to reallocation), and the Placing of 71,100,000 Shares, representing 90% of the total number of Offer Shares under the Share Offer (subject to reallocation and the Over-allotment Option). The allocation of the Offer Shares between the Public Offer and the Placing is subject to adjustment as stated in the section headed "Structure and Conditions of the Share Offer - Reallocation between the Placing and the Public Offer - Reallocation" in the Prospectus.

In particular, the Joint Bookrunners may reallocate Offer Shares from the Placing to the Public Offer to satisfy valid applications under the Public Offer. In accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, the maximum total number of Offer Shares that may be reallocated to the Public Offer following such reallocation shall be not more than double the initial allocation to the Public Offer (i.e. 15,800,000 Offer Shares) and the final Offer Price shall be fixed at the bottom end of the Offer Price range (i.e. HK$1.30 per Offer Share).

In connection with the Share Offer, the Company is expected to grant the Over-allotment Option to the Joint Bookrunners (for themselves and on behalf of the Placing Underwriters), exercisable at the discretion of the Joint Bookrunners (for themselves and on behalf of the Placing Underwriters), to require the Company to allot and issue up to 11,850,000 additional Shares, representing 15% of the number of Offer Shares initially available under the Share Offer, at the Offer Price, to cover over-allocations in the Placing, if any.

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Potential investors should be aware that no stabilising action can be taken to support the price of the Shares for longer than the stabilising period which will begin on the Listing Date and is expected to expire on Friday, 10 January 2020, being the 30th day after the last day of lodging applications under the Public Offer. After this date, when no further action may be taken to support the price of the Shares, demand for the Shares, and therefore the price of the Shares, could fall.

Subject to the granting of the approval for listing of, and permission to deal in, the Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares on the Stock Exchange or on any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS.

The Offer Price will not be more than HK$1.40 per Offer Share and is currently expected to be not less than HK$1.30 per Offer Share, unless otherwise announced. Applicants for the Public Offer Shares are required to pay, on application, the maximum Offer Price of HK$1.40 per Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$1.40 per Offer Share. Investors should seek the advice of their stockbrokers or other professional advisers for details of the settlement arrangement as such arrangements may affect their rights and interests.

If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$1.40 per Offer Share (excluding brokerage, SFC transaction levy and Stock Exchange trading fee thereon), or if the conditions of the Public Offer set out in the section headed "Structure and Conditions of the Share Offer

  • Conditions of the Public Offer" in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy and Stock Exchange trading fee, will be refunded, without interest or the cheque or banker's cashier order will not be cleared. Any refund of your application monies will be made on or before Tuesday, 17 December 2019.

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The Joint Bookrunners (for themselves and on behalf of the Underwriters), may, where considered appropriate, based on the level of interest expressed by prospective professional, institutional and other investors during the book-building process in respect of the Placing, and with the consent of the Company, reduce the number of Offer Shares and/or change the indicative Offer Price range stated in the Prospectus at any time prior to the morning of the last day of lodging applications under the Public Offer. In such a case, the Company will, as soon as practicable following the decision to make such change and in any event not later than the morning of the last day for lodging applications under the Public Offer, publish a notice on the Company's website at www.tlpile.comand the website of the Stock Exchange at www.hkexnews.hk. Upon issue of such a notice, the revised number of the Offer Shares and/or Offer Price range will be final and conclusive and the Offer Price, if agreed upon by the Company, will be fixed within such revised Offer Price range.

Applications for the Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the related Application Forms.

Applicants who would like the allotted Public Offer Shares to be issued in their own names should complete and sign the WHITE Application Forms. Applicants who would like the allotted Public Offer Shares to be registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or their designated CCASS Participant's stock accounts maintained with CCASS should either

  1. complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.

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Printed copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Thursday, 5 December 2019 until 12:00 noon on Wednesday, 11 December 2019 at:

  1. the following office of the Underwriters in Hong Kong:

China Finance KAB Limited

30/F, Chinachem Century Tower

178 Gloucester Road, Wanchai

Hong Kong

Future Land Resources

Flat B, 20th Floor

Securities Limited

Guangdong Investment Tower

148 Connaught Road Central

Sheung Wan

Hong Kong

Brilliant Norton Securities

Suite 804, 8/F, Jubilee Centre

Company Limited

46 Gloucester Road, Wanchai

Hong Kong

Alpha Financial Group Limited

Room A, 17/F, Fortune House

61 Connaught Road Central

Hong Kong

Luk Fook Securities (HK) Limited

Units 2201-2207 & 2213-2214

22/F, Cosco Tower

183 Queen's Road Central

Hong Kong

Sinomax Securities Limited

Room 2705-6, 27/F

Tower One, Lippo Centre

89 Queensway

Hong Kong

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  1. any of the following branches of Bank of China (Hong Kong) Limited, the receiving bank for the Public Offer:

District

Branch Name

Address

Hong Kong Island

Gilman Street Branch

136 Des Voeux Road Central

Hong Kong

Kowloon

Tsim Sha Tsui Branch

24-28 Carnarvon Road

Tsim Sha Tsui

Kowloon

New Territories

Tai Wai Branch

74-76 Tai Wai Road

Sha Tin, New Territories

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Thursday, 5 December 2019 until 12:00 noon on Wednesday, 11 December 2019 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong; or your stockbroker.

The WHITE or YELLOW Application Form completed in all respects in accordance with the instructions printed thereon, together with a cheque or a banker's cashier order attached and marked payable to "BANK OF CHINA (HONG KONG) NOMINEES LIMITED - TAILAM TECH CONSTRUCTION PUBLIC OFFER" for the payment, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above, at the following dates and times:

Thursday, 5 December 2019 - 9:00 a.m. to 5:00 p.m.

Friday, 6 December 2019 - 9:00 a.m. to 5:00 p.m.

Saturday, 7 December 2019 - 9:00 a.m. to 1:00 p.m.

Monday, 9 December 2019 - 9:00 a.m. to 5:00 p.m.

Tuesday, 10 December 2019 - 9:00 a.m. to 5:00 p.m.

Wednesday, 11 December 2019 - 9:00 a.m. to 12:00 noon

The latest time for lodging your application is 12:00 noon on Wednesday, 11 December 2019. The application lists will be open between 11:45 a.m. to 12:00 noon on that day, subject only to the weather conditions, as described in the section headed "How to Apply for Public Offer Shares - 9. Effect of Bad Weather and/or Extreme Conditions on the Opening of the Application Lists" in the Prospectus.

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CCASS Participants/Custodian Participants can input electronic application instructions at the following times on the following dates(1):

Thursday, 5 December 2019 - 9:00 a.m. to 8:30 p.m.

Friday, 6 December 2019 - 8:00 a.m. to 8:30 p.m.

Saturday, 7 December 2019 - 8:00 a.m. to 1:00 p.m.

Monday, 9 December 2019 - 8:00 a.m. to 8:30 p.m.

Tuesday, 10 December 2019 - 8:00 a.m. to 8:30 p.m.

Wednesday, 11 December 2019 - 8:00 a.m. to 12:00 noon

Note:

  1. These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.

CCASS Investor/Custodian Participants can input electronic application instructions from 9:00 a.m. on Thursday, 5 December 2019 until 12:00 noon on Wednesday, 11 December 2019 (24 hours daily, except on the last application day). The latest time for inputting your electronic application instructions will be 12:00 noon on Wednesday, 11 December 2019, the last application day or such later time as described in the section headed "How to Apply for Public Offer Shares - 9. Effect of Bad Weather and/or Extreme Conditions on the Opening of the Application Lists" in the Prospectus.

If you are not a CCASS Investor Participant, you may instruct your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Public Offer Shares on your behalf.

You will be deemed to have authorised HKSCC and/or HKSCC Nominees to transfer the details of your application to the Company, the Sole Sponsor, the Joint Lead Managers and the Hong Kong Branch Share Registrar.

Please refer to the sections headed "Structure and Conditions of the Share Offer" and "How to Apply for Public Offer Shares" in the Prospectus for details of the conditions and procedures of the Public Offer.

The Company expects to publish the announcement on the final Offer Price, the level of indications of interest in the Placing, the level of applications and the results of and basis of allocations under the Public Offer on Tuesday, 17 December 2019, on the website of the Stock Exchange at www.hkexnews.hkand on the website of the Company at www.tlpile.com.

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The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants under the Public Offer will be made available in the manner described in the section headed "How to Apply for Public Offer Shares - 10. Publication of results" in the Prospectus.

Share certificates for the Offer Shares distributed pursuant to the Share Offer will only become valid documents of title when the Share Offer has become unconditional in all respects and the Underwriting Agreements have not been terminated in accordance with their terms prior to 8:00 a.m. (Hong Kong time) on the Listing Date, i.e. Wednesday, 18 December 2019. The Company will not issue any temporary document of title. No receipt will be issued for the subscription monies received in respect of the Offer Shares.

Assuming the Share Offer becomes unconditional at or before 8:00 a.m. in Hong Kong on Wednesday, 18 December 2019, dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Wednesday, 18 December 2019. The Shares will be traded in board lots of 2,000 Shares each. The stock code of the Shares is 6193.

By order of the Board

Tailam Tech Construction Holdings Limited

Wong Han Yu Alice

Chairperson, executive Director and chief executive officer

Hong Kong, 5 December 2019

As at the date of this announcement, the chairperson, executive Director and chief executive officer is Ms. Wong Han Yu Alice; the executive Directors are Mr. Wong Chiu Wai and Ms. Jiang Yin Juan; the non-executive Director is Mr. Wong Leung Yau; and the independent non-executive Directors are Mr. Lai Chun Yu, Mr. Cui Yu Shu and Ms. Wong Siu Yin Rosella.

This announcement is available for reviewing on the Company's website at www.tlpile.comand the website of the Stock Exchange at www.hkexnews.hk.

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HKEx - Hong Kong Exchanges and Clearing Ltd. published this content on 05 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 December 2019 22:04:02 UTC