COOLPAD GROUP LIMITED 酷派集團有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 2369)
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THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this Prospectus or as to the action you should take, you should consult your stockbroker or registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Coolpad Group Limited, you should at once hand the Prospectus Documents to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. A copy of each of the Prospectus Documents, together with the document specified in the paragraph headed “Documents delivered to the Registrar of Companies” in Appendix III to this Prospectus, has been registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Registrar of Companies in Hong Kong and the SFC take no responsibility for the contents of any of the Prospectus Documents. Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings on the Stock Exchange. You should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser(s) for details of those settlement arrangements and how such arrangements may affect your rights and interests. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Hong Kong Exchanges and Clearing Limited, the Stock Exchange, HKSCC and the SFC take no responsibility for the contents of the Prospectus Documents, make no representation as to their 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 the Prospectus Documents. Shareholders with registered addresses in any jurisdiction outside Hong Kong or holding the Shares on behalf of persons with such addresses and beneficial owners of the Shares who are residents outside Hong Kong (other than the PRC Southbound Trading Investors) are referred to the important information set out in the section headed “Notices” and the paragraph headed “Non-Qualifying Shareholders” in the “Letter from the Board” of this Prospectus. For the entitlement of the PRC Southbound Trading Investors to participate in the Rights Issue, please refer to the paragraph headed “PRC Southbound Trading Investors” in the “Letter from the Board” in this Prospectus. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the Rights Shares in nil-paid or fully-paid forms or to take up any entitlements to the Rights Shares in nil-paid or fully-paid forms in any jurisdictionin which such an offer or solicitation is unlawful. The securities described herein have not been registered under the US Securities Act or the laws of any state in the United States and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the US Securities Act and applicable US state laws. There is no intention to register any portion of the Rights Issue or any securities described herein in the United States or to conduct a public offering of securities in the United States. Neither the Prospectus Documents nor any copy hereof may be circulated, distributed, forwarded, delivered or redistributed, electronically or otherwise, directly or indirectly, to persons within the United States, and may not be relied upon as a basis for any investment decision or for any other purpose by any person within the United States. Any failure to comply with this restriction may constitute a violation of US securities laws. This Prospectus and/or the Prospectus Documents do not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the Rights Shares in nil-paid or fully-paid form or to take up any entitlements to the Rights Shares in nil-paid or fully-paid form in the United States or any other jurisdiction in which such an offer or solicitation is unlawful. Except as otherwise set out in this Prospectus, the Rights Issue is not being extended to Shareholders with registered addresses in, or investors who are located or resident in, any jurisdictions outside Hong Kong. The Prospectus Documents have not been lodged or registered with any of the relevant authorities in any jurisdiction other than Hong Kong and the PRC in accordance with the CSRC Notice. COOLPAD GROUP LIMITED 酷派集團有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 2369) RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING SHARES HELD ON THE RECORD DATE Underwriter to the Rights Issue Kingston Securities Limited Financial adviser to the Company Kingston Corporate Finance Limited Capitalised terms used in this cover page shall have the same meanings as those defined in this Prospectus. The latest time for acceptance of and payment for the Rights Shares is 4:00 p.m. on Friday, 18 June 2021. The procedures for application for Rights Shares are set out in the paragraph headed “Procedure for acceptance, splitting of provisional allotment and payment and/or transfer of the Rights Shares” on page 23 of this Prospectus. It should be noted that the Underwriter may, by notice in writing to the Company, terminate the Underwriting Agreement at any time up to the Latest Time for Termination, upon the occurrence of certain events, including force majeure events. These events are set out in the section headed “Termination of the Underwriting Agreement” on pages 10 to 12 of this Prospectus. If the Underwriter exercises such right, the Rights Issue will not proceed. Upon the giving of written notice of termination, all obligations of the Underwriter and the Company under the Underwriting Agreement shall cease and determine and no party shall have any claim against any other for costs, damages, compensation or otherwise (save in respect of certain rights and obligations under the Underwriting Agreement, including rights of the parties thereto in respect of any antecedent breach). Shareholders should note that the Rights Issue will proceed on a fully-underwritten basis. Save for the Rights Shares in respect of the IU Shares and the Underwritten Shares, there is no requirement for a minimum level of subscription in the Rights Issue. Subject to the fulfilment of the conditions of the Rights Issue, the Rights Issue will proceed regardless of the ultimate subscription level. Shareholders should note that the existing Shares have been dealt in on an ex-entitlement basis from 24 May 2021. Dealings in the Rights Shares in nil-paid form are expected to take place from Monday, 7 June 2021 to Tuesday, 15 June 2021 (both dates inclusive). If, prior to the Latest Time for Termination, the Underwriter terminates the Underwriting Agreement or if the conditions of the Rights Issue as set out in the paragraph headed “Conditions of the Rights Issue” in the “Letter from the Board” in this Prospectus are otherwise not fulfilled, the Rights Issue will not proceed. Any dealings in the Shares during the period from the date of this Prospectus up to the date on which all the conditions of the Rights Issue are fulfilled, which is expected to be no later than 4:00 p.m. on Wednesday, 23 June 2021, and any Shareholders dealing in the Rights Shares in nil-paid form between Monday, 7 June 2021 and Tuesday, 15 June 2021 (both dates inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholders or other persons contemplating any dealings in the Shares or Rights Shares in their nil-paid form are recommended to consult their professional advisers. 3 June 2021 NOTICES The Rights Issue is conditional upon the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with its terms. It should also be noted that the Underwriting Agreement contains provisions granting the Underwriter the right to terminate its obligations on the occurrence of certain events including force majeure. Please refer to the section headed “Underwriting Arrangement – Termination of the Underwriting Agreement” in this Prospectus for further details. Accordingly, the Rights Issue may or may not proceed. It should be noted that the Shares have been dealt in on an ex-entitlement basis from Monday, 24 May 2021 and the nil-paid Rights Shares are expected to be dealt from Monday, 7 June 2021 to Tuesday, 15 June 2021 (both dates inclusive). Any dealings in the Shares up to the date on which all the conditions of the Rights Issue are fulfilled, which is expected to be no later than 4:00 p.m. on Wednesday, 23 June 2021, and any Shareholders dealing in the Rights Shares in nil-paid form will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholders or other persons contemplating any dealings in the Shares or Rights Shares in their nil-paid form should exercise caution and are recommended to consult their professional advisers.