E 8075Pro-20010524.Pdf
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Important If you are in any doubt about this prospectus, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser. Listing on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited PLACING Number of Placing Shares : 90,000,000 Shares consisting of 70,000,000 New Shares and 20,000,000 Sale Shares (subject to Over-allocation Option of up to 13,500,000 existing Shares) Placing Price : HK$1.00 per Share Nominal value : HK$0.10 each Stock code : 8075 Global Co-ordinator and Sponsor Core Pacific – Yamaichi Capital Limited Lead Manager Core Pacific – Yamaichi International (H.K.) Limited Co-Lead Manager Celestial Capital Limited Co-Managers Pacific Challenge Securities Limited CEF Capital Limited Grand Cathay Securities (Hong Kong) Limited SBI E2-Capital Securities Limited Shenyin Wanguo Capital (H.K.) Limited First Shanghai Capital Limited Tai Fook Securities Company Limited YF Securities Company Limited Financial Adviser to the Company 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, having attached thereto the documents specified in the paragraph headed “Documents delivered to the Registrar of Companies” in Appendix VI to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). 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. 24th May, 2001 Characteristics of GEM CHARACTERISTICS OF GEM GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. 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. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the 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 www.hkgem.com operated by the Stock Exchange. Companies listed on GEM are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers. ROJAM ENTERTAINMENT HOLDINGS LIMITED i Expected Timetable 2001 (Note 3) Application lists open and close . 11:45 a.m. to 12:00 noon on Tuesday, 29th May Allotment and transfer (as the case may be) of Placing Shares . .Tuesday, 29th May Announcement of the level of indication of interest in the Placing to be published on the GEM website at www.hkgem.com on or before . 9:00 a.m. on Wednesday, 30th May Despatch of share certificates on or before (Note 1) . Wednesday, 30th May Dealings in the Shares on GEM to commence on (Note 2) . Thursday, 31st May Notes: (1) The share certificates are expected to be deposited into CCASS on or about 30th May, 2001 for credit to the respective CCASS participants, stock accounts designated by the Underwriters. (2) It will be subject to the Placing becoming unconditional. Please refer to the paragraph headed “Conditions of the Placing” in the section headed “Structure and Conditions of the Placing” in this prospectus. (3) All time references are to Hong Kong time. ROJAM ENTERTAINMENT HOLDINGS LIMITED ii Contents You should rely only on the information contained in this prospectus to make your investment decision. The Company has not authorised any one 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 the Company, the Sponsor, the Underwriters, any of their respective directors or any other person involved in the Placing. Page Summary . 1 Definitions . 17 Glossary of Technical Terms . 24 Risk Factors . 27 Waivers from Compliance with the GEM Listing Rules and the Companies Ordinance . 34 Information about this Prospectus and the Placing . 39 Directors . 43 Parties involved in the Placing . 44 Corporate Information . 47 Industry Overview . 48 General Overview of the Group Group Structure . 55 History and Development . 55 Active Business Pursuits . 57 Competitive Strengths . 61 Corporate Reorganisation . 62 Description of Business . 67 Profiles of Producers and International Celebrity . 74 Producer and Artiste Audition . 78 Strategic Investors . 80 Customers and Suppliers . 83 Sales and Marketing . 86 Technology and Quality Assurance . 87 Intellectual Property Rights . 87 Competition . 87 Competing Interests of the Directors, Initial Management Shareholders and Substantial Shareholders . 88 Non-Competition Undertaking . 90 Other Undertaking . 90 Connected Party Transactions . 90 Foreign Exchange . 97 ROJAM ENTERTAINMENT HOLDINGS LIMITED iii Contents Page Future Plans and Prospects Overall Business Objectives . 98 Business Strategies . 98 Statement of Business Objectives . 100 Bases and Assumptions . 104 Use of Proceeds . 105 Directors, Senior Management and Staff Executive Directors . 106 Independent Non-executive Directors . 107 Directors’ Remuneration . 107 Senior Management . 107 Company Secretary . 109 Audit Committee . 109 Staff . 110 The Group’s.