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  • IMPORTANT

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

    CONVOY FINANCIAL SERVICES HOLDINGS LIMITED

    (incorporated in the Cayman Islands with limited liability)

    LISTING ON THE MAIN BOARD OFTHE STOCK EXCHANGE OF HONG KONG LIMITED

    BY WAY OFPLACING AND PUBLIC OFFER

    Number of Offer Shares: 100,000,000 SharesNumber of Placing Shares: 90,000,000 Shares (subject to re-allocation)

    Number of Public Offer Shares: 10,000,000 Shares (subject to re-allocation)Offer Price: Not more than HK$1.20 per Offer Share and expected to be

    not less than HK$1.00 per Offer Share, plus brokerage of1%, SFC transaction levy of 0.004% and Stock Exchangetrading fee of 0.005% (payable in full on application inHong Kong dollars and subject to refund)

    Nominal value: HK$0.10 per ShareStock code: 1019

    SPONSOR JOINT LEAD MANAGERS BOOKRUNNER

    QUAM CAPITALLIMITED

    QUAM SECURITIESCOMPANY LIMITED

    CONVOY INVESTMENTSERVICES LIMITED

    QUAM SECURITIESCOMPANY LIMITED

    CO-LEAD MANAGERS

    Celestial Securities Limited China Merchants Securities (HK)Co., Limited

    UOB Kay Hian (Hong Kong)Limited

    Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limitedtake no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim anyliability 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 under the paragraph headed Documents delivered to the Registrar ofCompanies in Hong Kong in Appendix VI to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required bysection 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and theRegistrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above.

    The Offer Price is expected to be determined by agreement between the Joint Lead Managers (for themselves and on behalf of the Underwriters) andus on or before Tuesday, 6 July 2010 or such later date as may be agreed by the Joint Lead Managers (for themselves and on behalf of theUnderwriters) and us. The Offer Price will not be more than HK$1.20 per Offer Share and is currently expected to be not less than HK$1.00 per OfferShare unless otherwise announced. Investors applying for the Public Offer Shares must pay, on application, the indicative maximum offer price ofHK$1.20 per Offer Share together with brokerage of 1%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005%, subject torefund.

    The Joint Lead Managers (for themselves and on behalf of the Underwriters), with our consent, may reduce the indicative Offer Price range stated inthis prospectus and/or the number of Offer Shares being offered pursuant to the Share Offer at any time prior to the morning of the last day forlodging applications under the Public Offer. In such a case, a notice of the reduction of the indicative Offer Price range and/or the number of OfferShares will be published in The Standard (in English) and the Hong Kong Economic Times (in Chinese), and on our website at www.convoy.com.hkand the Stock Exchanges website at www.hkexnews.hk, not later than the morning of the last day for lodging applications under the Public Offer. Ifapplications for the Public Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Public Offer,then even if the Offer Price range and/or the number of Offer Shares is so reduced, such applications cannot subsequently be withdrawn.

    If, for any reason, the Offer Price is not agreed between the Joint Lead Managers (for themselves and on behalf of the Underwriters) and us on orbefore Tuesday, 6 July 2010 or such later date as may be agreed by the Joint Lead Managers (for themselves and on behalf of the Underwriters) andus, the Share Offer will not proceed and will lapse.

    Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including therisk factors set out in the section headed Risk factors in this prospectus.

    Prospective investors of the Offer Shares should note that the Underwriters are entitled to terminate their obligations under the UnderwritingAgreement by notice in writing to be given by the Joint Lead Managers (for themselves and on behalf of the Underwriters) upon the occurrence of anyof the events set forth under the paragraph headed Grounds for termination in the section headed Underwriting in this prospectus at any time priorto 8:00 a.m. (Hong Kong time) on the Listing Date. Further details of these termination provisions are set out under the paragraph headed Grounds fortermination in the section headed Underwriting in this prospectus. Prospective investors should carefully refer to that section for further details.

    29 June 2010

  • EXPECTED TIMETABLE

    We will publish an announcement in Hong Kong in The Standard (in English) and the HongKong Economic Times (in Chinese), and on our website at www.convoy.com.hk and the website of theStock Exchange at www.hkexnews.hk, if there is any change in the following expected timetable of thePublic Offer.

    2010(1)

    Application Lists open(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Monday, 5 July

    Latest time for lodging white and yellow ApplicationForms(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Monday, 5 July

    Application Lists close(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Monday, 5 July

    Expected Price Determination Date(3) . . . . . . . . . . . . . . . . . . . . . . Tuesday, 6 July

    Announcement of the final Offer Price, the level of indicationsof interest in the Placing, the level of applications in the PublicOffer, the basis of allotment of and results of allocations of thePublic Offer Shares under the Public Offer to be published (i)in The Standard (in English) and the Hong Kong EconomicTimes (in Chinese), and (ii) on our Companys website atwww.convoy.com.hk and the Stock Exchanges website atwww.hkexnews.hk on or before . . . . . . . . . . . . . . . . . . . . . . . . Monday, 12 July

    Results of applications (with Hong Kong identity card/passport/Hong Kong business registration numbers of successfulapplicants) under the Public Offer to be available through avariety of channels as described under the paragraph headedPublication of results in the section headed How to applyfor the Public Offer Shares in this prospectus from . . . . . . . . Monday, 12 July

    Despatch of share certificates of the Offer Shares in respect ofwholly or partially successful applications under the PublicOffer on or before(4) & (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 12 July

    Despatch of refund cheques in respect of wholly successful (ifapplicable) and wholly or partially unsuccessful applicationsunder the Public Offer on or before(5) & (6) . . . . . . . . . . . . . . . . . Monday, 12 July

    Dealings in the Shares on the Main Board to commence at9:30 a.m. on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 13 July

    Notes:(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates.

    (2) If there is a black rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any timebetween 9:00 a.m. and 12:00 noon on Monday, 5 July 2010, the Application Lists will not open or close on that day. Please refer to theparagraph headed Effect of bad weather on the opening of the Application Lists in the section headed How to apply for the PublicOffer Shares in this prospectus. If the Application Lists do not open and close on Monday, 5 July 2010, the dates mentioned in thissection headed Expected timetable may be affected.

    (3) The Price Determination Date, being the date on which the Offer Price is to be determined, is expected to be on or about Tuesday, 6 July2010 or such later date as may be agreed by the Joint Lead Managers (for themselves and on behalf of the Underwriters) and us. If, forany reason, the final Offer Price is not agreed between the Joint Lead Managers (for themselves and on behalf of the Underwriters) andus, the Share Offer (including the Public Offer) will not proceed and will lapse.

    (4) Share certificates for the Offer Shares will only become valid certificates of title at 8:00 a.m. on Tuesday, 13 July 2010 provided that(i) the Share Offer has become unconditional in all respects; and (ii) the Underwriting Agreement has not been terminated in accordancewith its terms. If the Share Offer does not become unconditional or the Underwriting Agreement is terminated in accordance with itsterms, we will make an announcement as soon as possible.

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  • EXPECTED TIMETABLE

    (5) Refund cheques will be issued in respect of wholly or partially unsuccessful applications pursuant to the Public Offer and also in respectof wholly or partially successful applications in the event that the final Offer Price is less than the price payable per Offer Share onapplication. Part of the applicants Hong Kong identity card number or passport number, or, if the application is made by joint applicants,part of the Hong Kong identity card number or passport number of the first-named applicant, provided by the respective appl