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Asia-express Logistics Holdings Limited

Asia-express Logistics Holdings Limited

(incorporated in the Cayman Islands with limited liability)

Stock code: 8620

Sole SponsorJoint Bookrunners and Joint Lead Managers

South China Securities LimitedWealth Link Securities LimitedChina Tonghai Securities LimitedSouth China Capital Limited

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

Asia-express Logistics Holdings Limited

(incorporated in the Cayman Islands with limited liability)

LISTING ON GEM OF

THE STOCK EXCHANGE OF HONG KONG LIMITED

BY WAY OF SHARE OFFER

Number of Offer Shares : 120,000,000 Shares

Number of Placing Shares : 108,000,000 Shares (subject to reallocation) Number of Public Offer Shares : 12,000,000 Shares (subject to reallocation) Offer Price : Not more than HK$0.58 per Offer Share and expected to be not less than HK$0.42 per

Offer Share plus brokerage of 1%, Stock

Exchange trading fee of 0.005% and SFC

transaction levy of 0.0027% (payable in full on application, subject to refund on final pricing)

Nominal value : HK$0.01 per Share

Stock code : 8620

Sole Sponsor

South China Capital Limited

Joint Bookrunners and Joint Lead ManagersChina Tonghai Securities Limited Wealth Link Securities Limited South China Securities Limited

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 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, together with the documents specified in the section headed''Documents Delivered to the Registrar of Companies and Available for

Inspection - Documents Delivered to the Registrar of Companies''in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong

Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The

Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectusor

any other documents referred to above.

Investors applying for the Public Offer Shares must pay, on application, the indicative maximum Offer Price of HK$0.58 per Offer Share together with brokerage

of 1%, Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.0027%, subject to refund. The Offer Price is expected to be fixed by the Price

Determination Agreement between the Joint Bookrunners (for themselves and on behalf of the Underwriters) and our Company on or about Thursday, 9 April

2020. If, for any reason, the Joint Bookrunners (for themselves and on behalf of the Underwriters) and our Company are unable to reach an agreement on the

Offer Price by that date or such later date, the Share Offer will not become unconditional and will lapse immediately. In such case, an announcement willbe

published by our Company on the website of the Stock Exchange atwww.hkexnews.hkand the website of our Company atwww.asia-expresslogs.comnot later

than the morning of the last day for lodging applications under the Public Offer. The Offer Price is expected to be not more than HK$0.58 per Offer Share and

not less than HK$0.42 per Offer Share. The Joint Bookrunners (for themselves and on behalf of the Underwriters) may, with the prior consent of our Company,

reduce the indicative Offer Price range below that as stated in this prospectus at any time prior to the Price Determination Date. In such a case, a noticeofthe

reduction in the indicative Offer Price range will be published on the website of the Stock Exchange at

www.hkexnews.hkand the website of our Company at

www.asia-expresslogs.comnot later than the morning of the last day for lodging applications under the Public Offer.

Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus and the related

Application Forms, including but not limited to the risk factors set out in the section headed''Risk Factors''in this prospectus.

Prospective investors of the Share Offer should note that the Underwriters are entitled to terminate their obligations under the Underwriting Agreements by notice

in writing to be given by the Joint Bookrunners (for themselves and on behalf of the Underwriters) upon the occurrence of any of the events set forth in the

section headed''Underwriting - Underwriting Arrangements and Expenses - ThePublicOffer - Grounds for Termination''in this prospectus at any time

prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Should the Joint Bookrunners (for themselves and on behalf of the Underwriters) terminate the

Underwriting Agreements, the Share Offer will not proceed and will lapse.

IMPORTANT

31 March 2020

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. Given that companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to higher market volatility than securities traded on the Main Board ofthe Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listedcompanies are not generally required to issue paid announcements in gazette newspapers. Accordingly, prospective investors should note that they need to have access to the website of the Stock Exchange at www.hkexnews.hk in order to obtain up-to-date information on GEM-listed issuers.

CHARACTERISTICS OF GEM

-i- If there is any change in the following expected timetable of the Share Offer, an announcement will be published on the website of the Stock Exchange at www.hkexnews.hkand the website of our Company at www.asia-expresslogs.com. Date (1)

Public Offer commences andWHITEandYELLOW

ApplicationFormsavailablefrom..................................... 9:00a.m.onTuesday,

31 March 2020

Latest time to complete electronic applications under HK eIPO White Formservice through one of the below ways (2) (1) the designated websitewww.hkeipo.hk (2) the IPO App, which can be downloaded by searching ''IPO App''in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or

9 April 2020

Application Lists for Public Offer open

(3) ............................. 11:45a.m.onThursday,

9 April 2020

Latest time for lodgingWHITEandYELLOW

ApplicationForms ................................................12:00noononThursday,

9 April 2020

Latest time to giveelectronic application

instructionsto HKSCC (4)

9 April 2020

Latest time to complete payment ofHK eIPO White Form applications by effecting internet banking transfer(s) or PPSpaymenttransfer(s) ...........................................12:00noononThursday,

9 April 2020

Application Lists for Public Offer close

(3)

9 April 2020

Expected Price Determination Date on or about

(5) ....................... Thursday,9April2020

EXPECTED TIMETABLE

-ii- Date (1)

Announcement of (i) the Offer Price;

(ii) the indication of the level of interest in the Placing; (iii) the level of applications of the Public Offer; (iv) the basis of allocation of the Public Offer Shares; and (v) the number of Offer Shares reallocated, if any, between the Public Offer and the Placing to be published in our Company's website at www.asia-expresslogs.com and the website of the Stock Exchange at Announcement of results of allocations in the Public Offer (with successful applicants'identification document numbers, where appropriate) to be available through a variety of channels including our Company's website at www.asia-expresslogs.comand the website of the Stock Exchange at www.hkexnews.hk (for further details, please refer to the section headed''How to Apply for the Public Offer Shares - 11. Publication of results''in this prospectus) Results of allocations in the Public Offer will be available at www.tricor.com.hk/ipo/result (or www.hkeipo.hk/IPOResult)orat''Allotment Result'' function in the IPO App with a''search by ID''functionfrom............Friday,17April2020 Despatch/collection of refund cheques and e-Auto Refund payment instructions in respect of wholly or partially unsuccessful applications and wholly or partially successful applications (if applicable) in case the final Offer Price is less than the maximum Offer Price paid for the applications pursuant to the Public Offer on or before (7, 8, 9 &10) .....................Friday,17April2020 Despatch/collection of Share certificates in respect of wholly or partially successful applications pursuant to the Public Offer on or before (6,7,8,9&11)

Dealings in Shares on GEM expected to commence

at9:00a.m.on.................................................... Monday,20April2020 The application for the Public Offer will commence on Tuesday, 31 March 2020 through Thursday, 9 April 2020. Such time period is longer than the normal market practice of four days. The application monies (including the brokerage, SFC transaction levy and Stock Exchange trading fee) will be held by the receiving bank on behalf of our Company and the refund monies, if any, will be returned to the applicant(s) without interest on Friday, 17 April

2020. Investors should be aware that the dealings in the Shares on the Stock Exchange are

expected to commence on Monday, 20 April 2020.

EXPECTED TIMETABLE

-iii-

Notes:

1. All times and dates refer to Hong Kong local time, 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.

2. You will not be permitted to submit your application through the designated website at

www.hkeipo.hkor the IPO

App after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and

obtained a payment 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 8 or above or an announcement

of''extreme conditions''by the Government of Hong Kong in accordance with the revised''Code of Practice in

Time of Typhoons and Rainstorms''issued by the Hong Kong Labour Department in June 2019 in force in Hong

Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, 9 April 2020, the Application Lists will not open

on that day. For further details, please see the section headed''How to Apply for the Public Offer Shares - 10.

Effect of bad weather and/or extreme conditions on the opening of the application lists''in this prospectus.

4. Applicants who apply for Public Offer Shares by givingelectronic application instructionsto HKSCC should refer

to the section headed''How to Apply for the Public Offer Shares - 6. Applying by giving electronic application

instructions to HKSCC via CCASS''in this prospectus.

5. The Price Determination Date is expected to be on or about Thursday, 9 April 2020 or such later date as the Joint

Bookrunners (for themselves and on behalf of the Underwriters) and the Company may agree. If, for any reason, the

Joint Bookrunners (for themselves and on behalf of the Underwriters) and our Company are unable to reach an

agreement on the Offer Price by that date or such later date, the Share Offer will not proceed and will lapse

accordingly.

6. Share certificates for the Public Offer Shares are expected to be issued on or before Friday, 17 April 2020 but will

only become valid certificates of title at 8:00 a.m. on Monday, 20 April 2020 provided that (a) the Share Offer has

become unconditional in all respects; and (b) none of the Underwriting Agreements has been terminated in

accordance with its terms.

7. Applicants for 1,000,000 Public Offer Shares or more onWHITEApplication Form(s) or throughHK eIPO White

FormService through the designated website

www.hkeipo.hkor the IPO App and have provided all information

required may collect their refund cheques (where relevant) and/or Share certificates (where relevant) personally from

our Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183

Queen's Road East, Hong Kong from 9:00 a.m. to 1:00 p.m. on Friday, 17 April 2020 or any other day as

announced by us as the date of despatch of Share certificates/refund cheques. Individuals who are eligible for

personal collection must not authorise any other person(s) to make collection on their behalf. Corporate applicants

which are eligible for personal collection must attend by their authorised representative(s) bearing a letter of

authorisation from such corporation(s) 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.

8. Applicants for 1,000,000 Public Offer Shares or more onYELLOWApplication Forms and have provided all

information required may collect their refund cheques, if any, in person but may not collect their Share certificates

personally which will be deposited into CCASS for the credit of their designated CCASS Participants'stock

accounts or CCASS Investor Participants'stock accounts, as appropriated. The procedures for collection of refund

cheques forYELLOWApplication Form applicants are the same as those forWHITEApplication Form applicants.

9. Uncollected Share certificates and refund cheques (if any) will be despatched by ordinary post at the applicant'sown

risk to the address specified in the relevant Application Form. For further information, applicants should refer to the

section headed''How to Apply for the Public Offer Shares - 14. Despatch/collection of share certificates and

refund monies''in this prospectus.

EXPECTED TIMETABLE

-iv-

10. Refund cheques will be despatched in respect of whollyor partially unsuccessful applications and in respect of

successful applications if the final Offer Price is less than the maximum Offer Price of HK$0.58 per Offer Share.

11. Share certificates will only become valid certificates of title 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 prior to the receipt of

their Share certificates or prior to the Share certificates becoming valid certificates of title do so entirely at their own

risk. For further details of the structure and conditions of the Share Offer, you should refer to the section headed''Structure and Conditions of the Share Offer''in this prospectus.

EXPECTED TIMETABLE

-v-

IMPORTANT NOTICE TO INVESTORS

This prospectus is issued by our Company solely in connection with the Share Offer and does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Offer Shares offered by this prospectus pursuant to the Share Offer. This prospectus may not be used for the purpose of, and does not constitute, an offer to sell or a solicitation of an offer in any other jurisdiction or in any circumstances. You should rely only on the information contained in this prospectus to make your investment decision. Our Company, the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers and the Underwriters have not authorised anyone to provide you with information that is different from what is contained in this prospectus. Any information or representation not made in this prospectus must not be relied on by you as having been authorised by our Company, the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers, the Underwriters,

any of our or their respective affiliates, directors, officers, employees, agents or representatives,

or any other person or party involved in the Share Offer.quotesdbs_dbs19.pdfusesText_25

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