[TodayIR] TENWOW INT'L: Tenwow International Offers 500,000,000

  [TodayIR] TENWOW INT'L: Tenwow International Offers 500,000,000 Shares To
                         Raise Up to HK$1,575 million

(4 September 2013, Hong Kong) Tenwow International Holdings Limited ("Tenwow
International" or the "Group"; stock code: 1219) today announces details of
the global offering (the "Global Offering") of its shares (the "Shares") and
its proposed listing on the Main Board of The Stock Exchange of Hong Kong
Limited (the "Stock Exchange").

The Global Offering of Tenwow International consists initially of an aggregate
of 500,000,000 Shares (the "Offer Shares"), among which 450,000,000 Shares are
offered under the International Offering (the "International Offer Shares")
and 50,000,000 Shares are offered under the Hong Kong Public Offering (the
"Hong Kong Public Offer Shares"), representing 90% and 10% of the total number
of new Offer Shares (subject to reallocation), respectively.

The offer price (the "Offer Price") will not be more than HK$3.15 per Offer
Share and is expected to be not less than HK$3.00 per Offer Share. The Shares
will be traded in board lots of 1,000 Shares.

Deutsche Securities Asia Limited and HSBC Corporate Finance (Hong Kong)
Limited are the Joint Sponsors. Deutsche Bank AG, Hong Kong Branch ("Deutsche
Bank AG") and The Hongkong and Shanghai Banking Corporation Limited ("HSBC")
are the Joint Global Coordinators. China International Capital Corporation
Hong Kong Securities Limited ("CICC"), Deutsche Bank AG and HSBC are the Joint
Bookrunners and Joint Lead Managers.

The Group has granted the International Underwriters Over-allotment Option,
exercisable by the Joint Bookrunners (on behalf of the International
Underwriters), pursuant to which the Group may be required to allot and issue
up to an aggregate of 75,000,000 Shares at the Offer Price to cover
over-allocations in the International Offering, if any.

The Group has entered into cornerstone placing agreements with a number of
investors in this Global Offering. Among which, China FNB Investment Holdings
Limited has agreed to subscribe for Offer Shares in an aggregate amount of
US$47,122,100 at the Offer Price (subject to adjustments that may be made to
comply with Rule 8.08(3) of the Listing Rules); Milestone F&B II Limited has
agreed to subscribe for Offer Shares in an aggregate amount of US$35,170,000
at the Offer Price (subject to adjustments that may be made to comply with
Rule 8.08(3) of the Listing Rules); Orchid Asia V, L.P. has agreed to
subscribe for Offer Shares in an aggregate amount of US$9,900,000 at the Offer
Price; Orchid Asia V Co-Investment, Limited has agreed to subscribe for Offer
Shares in an aggregate amount of US$100,000 at the Offer Price, respectively.
Each of the Cornerstone Investors has agreed that, without the prior written
consent of the Group and the Joint Bookrunners, it will not, whether directly
or indirectly, at any time during the period of six months following the
listing date, dispose of any of the Shares subscribed for by it pursuant to
the relevant cornerstone investment agreement.

The net proceeds from the Global Offering (after deduction of underwriting
fees and estimated expenses payable in relation to the Global Offering and
assuming the Over-allotment Option is not exercised), assuming an Offer Price
of HK$3.08 per Share, being the mid-point of the proposed Offer Price range,
will be approximately HK$1,434.9 million. The Group intends to use the net
proceeds for below purposes:

Approximately 45% will be used for expansion of production capacity at
existing production facilities (including a new beverage bottling line and two
new Tetra Pak production lines at existing facilities in Songjiang, Shanghai
and a new Tetra Pak production line in Wuhan, Hubei) and the construction of
new production facilities in Chengdu, Sichuan (which includes a new beverage
bottling line, a new snack production line and the costs in connection with
the construction of the production facilities);

approximately 39% will be used to strengthen and expand existing distribution
network and expand into new markets as well as to finance research and
development, and marketing and promotion activities in connection with own
brand products:

- approximately 25% for strengthening and expanding existing distribution
network and expanding into new regions throughout China, in particular,
northeastern and southwestern China, by establishing new sales offices and
hiring the appropriate staff

- approximately 4% for research and development, such as purchasing research
equipment and hiring qualified research and development personnel for new
research and development projects; and

- approximately 10% for marketing and promotion activities, including TV and
radio advertising, print and online advertising and promotional events at
retail stores

approximately 6% will be used to refinance existing bank loans;

the remaining amount of approximately not more than 10% will be used for
working capital and other general corporate purposes.

Tenwow International is a leading packaged food and beverage producer and one
of the largest distributors of packaged food and beverages in China. The Group
produces and distributes high-quality own brand products mainly under "Tenwow"
("天喔") brand, as well as distribute well-known third party brand products
which are generally complementary in nature and span a broad range of consumer
markets.

The Group’s own brand products cover four product categories, food and snacks
(including roasted nuts and seeds, preserved fruits and meat snacks and other
products), non-alcoholic beverages (including ready-to-drink teas and other
bottled beverages), alcoholic beverages (including wines and Chinese rice
wines) and others (including sauces and flavourings). The Group’s product
portfolio consists of some of the fastest growing packaged food and beverage
products in the Chinese market in recent years, commanding leading market
positions in many product segments.

In 2012, Tenwow International was the largest producer of pistachios and
almonds in China in terms of retail value, and was among the top three
producers of dried pork slices and fruit flavored ready-to-drink tea in terms
of retail value, according to Frost & Sullivan. The brand awareness of
"Tenwow" has already secured leading positions in markets with huge
potentials. The Group’s efforts at building brands and delivering high-quality
products are well recognized by consumers. This is reflected by sales and the
demand for the Group’s products.

Meanwhile, the Group distributes a wide range of food and snacks,
non-alcoholic beverages, alcoholic beverages and certain other fast moving
consumer goods from a broad portfolio of international and local consumer
brands, such as Nestle, Martell, Hennessy and Wahaha. The Group distributed
more than 4,300 different products in respect of 76 different international
and local brands as of June 30, 2013.

The Group’s unique business model of producing and distributing own brand
products and distributing third party brand products, which are generally
complementary in nature, provides it with synergies and gives it greater
bargaining power with, and influence over, distributors and retailers who
purchase both own brand products and third party brand products. In addition,
this business model allows the Group to obtain prime shelf position with
retailers as the Group is able to supply retailers with a comprehensive range
of products. This integrated business model also allows the Group to enjoy
economies of scale in logistics and warehousing, thereby lowering costs and
enabling the Group to react faster to customers’ orders.

An extensive, nationwide sales and distribution network is another competitive
edge of the Group. Through distribution channels operated by the Group, by
Nanpu (a jointly controlled entity in which the Group owns a 51% equity stake)
and by third party distributors, the Group efficiently distributes own brand
products and third party brand products to retailers across China. As of June
30, 2013, the Group, together with Nanpu, had access to 43 sales offices and
12 principal distribution centers and warehouse facilities and more than 1,000
distributors, covering more than 120,000 sales points in 30 provinces,
municipalities and autonomous regions. The Group’s comprehensive sales points
even cover various formats, such as hypermarkets, supermarket chains,
convenience stores, hotels, restaurants, bars, karaoke lounges, wholesale
centers, different retail stores and group purchases. The Group is the fifth
largest packaged food and beverage distributor in China, while Nanpu was the
largest, in terms of sales revenue in 2012, according to Frost & Sullivan.

The Group owns market-oriented research and development and quality control
team with strong quality control capabilities. This dedicated research and
development team comprises of approximately 36 professionals. In addition to
research and development, the team also supports production and safety
processes and ensures that all own brand products meet quality and safety
standards. During the track record period, the Group introduced more than 26
new own brand beverage products and is currently having four new own brand
beverage products in the pipeline, which the Group plans to launch in 2013 to
target the rapidly expanding ready-to-drink beverage segment. The current
range of own brand products reflects many years of research and development to
continuously improve the quality of products to meet the preferences of end
consumers, which differentiates Tenwow International from competitors.

The Hong Kong Public Offering is expected to commence at 9:00 am on Thursday,
5 September 2013 and is expected to close at 12:00 noon on Tuesday, 10
September 2013. Allotment results and the final Offer Price are expected to be
published on Monday, 16 September 2013. Dealings in the shares on the Stock
Exchange are expected to commence on Tuesday, 17 September 2013, stock code is
1219.

White Application Forms and Prospectuses can be obtained from Deutsche Bank
AG, HSBC, CICC, and Bank of Communications Co., Ltd. Hong Kong Branch. Instead
of using White Application Form, applicants may apply on-line via the
designated White Form eIPO Service Provider at www.eipo.com.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.
 
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