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China Digital Video Holdings Limited 中國數字視頻控股有限公司

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China Digital Video Holdings Limited 中國數字視頻控股有限公司 CHINA DIGITAL VIDEO HOLDINGS LIMITED CHINA DIGITAL 中國數字視頻控股有限公司 CHINA DIGITAL VIDEO HOLDINGS LIMITED 中國數字視頻控股有限公司 CHINA DIGITAL VIDEO HOLDINGS LIMITED 中國數字視頻控股有限公司 Dreamwork_cover_A20_21_5mmOL.indd 2 10/6/2016 上午10:35 IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. China Digital Video Holdings Limited 中國數字視頻控股有限公司 (incorporated in the Cayman Islands with limited liability) LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF GLOBAL OFFERING Number of Offer Shares under the : 155,000,000 Shares (subject to the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 15,500,000 Shares (subject to reallocation) Number of International Offer Shares : 139,500,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$2.57 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal Value : US$0.00001 per Share Stock Code : 8280 Sole Sponsor Sole Global Coordinator Joint Bookrunners 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 under the section headed “Appendix V—Documents Delivered to the Registrar of Companies and Available for Inspection” 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 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. The Offer Price is expected to be determined by agreement between the Sole Global Coordinator (on behalf of the Hong Kong Underwriters) and us on or around June 20, 2016 and, in any event, not later than June 22, 2016. The Offer Price will be not more than HK$2.57 per Offer Share and is currently expected to be not less than HK$1.90 per Offer Share, unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, upon application, the maximum Offer Price of HK$2.57 per Offer Share for each Hong Kong Offer Share together with brokerage of l%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$2.57 per Offer Share. If, for any reason, the Offer Price is not agreed by June 22, 2016 between the Sole Global Coordinator (on behalf of the Hong Kong Underwriters) and us, the Global Offering will not proceed and will lapse. The Sole Global Coordinator (on behalf of the Hong Kong Underwriters) may, where considered appropriate and with our consent, reduce the number of Hong Kong Offer Shares and/or the indicative Offer Price range below that stated in this prospectus (which is HK$1.90 to HK$2.57) at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the indicative Offer Price range will be available on the website of the Stock Exchange at www.hkexnews.hk and on our website at www.cdv.com as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Further details are set forth in the sections headed “Structure of the Global Offering” and “How to Apply For Hong Kong Offer Shares” in this prospectus. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in the section headed “Risk Factors” in this prospectus. Prospective investors of the Hong Kong Offer Shares should note that the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe, and to procure subscribers to subscribe for, the Hong Kong Offer Shares, are subject to termination by the Joint Bookrunners (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00a.m on the Listing Date. Such grounds are set out in the section headed “Underwriting—Underwriting Arrangements and Expenses—Hong Kong Public Offering—Grounds for Termination” in this prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States, except that Offer Shares may be offered, sold or delivered to QIBs in reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A or another exemption from the registration requirements of the U.S. Securities Act. The Offer Shares may be offered, sold or delivered outside the United States in offshore transactions in accordance with Regulation S. June 15, 2016 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate 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. 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 higher market volatility than securities traded on the Main Board 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 by publication on the Internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the Stock Exchange’s website at www.hkexnews.hk in order to obtain up-to-date information on companies listed on GEM. —i— EXPECTED TIMETABLE Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(2) ....................... 11:30 a.m. on Monday, June 20, 2016 Application lists open(3) ............................ 11:45 a.m. on Monday, June 20, 2016 Latest time to lodge White and Yellow Application Forms .............................. 12:00 noon on Monday, June 20, 2016 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfers or PPS payment transfer(s) ................ 12:00 noon on Monday, June 20, 2016 Latest time to give electronic application instructions to HKSCC(4) ........................ 12:00 noon on Monday, June 20, 2016 Application lists close(3) ........................... 12:00 noon on Monday, June 20, 2016 Expected price determination date(5) .................... onorabout Monday, June 20, 2016 (1) Announcement of • the Offer Price; • the level of applications in the Hong Kong Public Offering; • an indication of the level of interest in the International Placing; and • the basis of allotment of the Hong Kong Offer Shares, to be published on the website of the Stock Exchange at www.hkexnews.hk and on the website of our Company at www.cdv.com on or before .................................................. Friday, June 24, 2016 (2) Results of allocations of the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels (see paragraph headed “Publication of Results” in the section headed “How to Apply for Hong Kong Offer Shares”) ............................... Friday, June 24, 2016 —ii— EXPECTED TIMETABLE (3) A full announcement of the Hong Kong Public Offering containing the information referred to in the above announcements will be published on the website of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.cdv.com(6) .......................................... Friday, June 24, 2016 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk, with a “search by ID” function ................................................ Friday, June 24, 2016 Dispatch of Share certificates or deposit of the Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(7)(9) ........................................... Friday, June 24, 2016 Dispatch of refund cheques and White Form e-Refund payment instructions in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(8)(9) ................................. Friday, June 24, 2016 Dealings in Shares on the Stock Exchange expected to commence on ................................ Monday, June 27, 2016 Notes: 1. All times refer to Hong Kong local time, except as otherwise stated. 2. You will not be permitted to submit your application through the designated website at www.eipo.com.hk after11:30 a.m.
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