E 8078Pro-20001208.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. A1A-1 (Incorporated in Bermuda with limited liability) LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED PLACING AND PUBLIC OFFER Number of Offer Shares A1A-15(1) under the Share Offer : 96,000,000 A1A-15(3)(a) (subject to Over-allotment Option) A1A-23(1) 3rd Sch (2) Number of Placing Shares : 76,800,000 (subject to reallocation) Number of Public Offer Shares : 19,200,000 (subject to reallocation) Issue Price : not more than HK$1.08 per Share and not less than HK$1.03 per Share Nominal Value : HK$0.01 each A1A-15(3)(c) Stock Code : 8078 Sponsor and Bookrunner Joint Lead Managers Emperor Securities Limited Co-Managers CEF Capital Limited Celestial Capital Limited Shenyin Wanguo Capital (H.K.) Limited South China Securities Limited Tai Fook Securities Company Limited Financial adviser to the Group Emperor Capital 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 R2.19 whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. R14.04 R13.08(11) A copy of this prospectus, having attached thereto the documents specified in the section headed “Documents delivered to S342C(2)(a) the Registrar of Companies and available for inspection” in appendix VI to this prospectus, has been registered by the Registrar S342C(2)(b) of Companies in Hong Kong as required by Section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). A copy of this prospectus, together with copies of the application forms, has also been filed with the Registrar of Companies in S342C(1)(2) Bermuda in accordance with Section 26 of the Companies Act 1981 of Bermuda. The Registrar of Companies in Hong Kong, the Registrar of Companies in Bermuda and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. The Issue Price is expected to be fixed by agreement between BNP Paribas Peregrine Securities Limited, on behalf of the Underwriters, and the Company at the Price Determination Time and will be not more than HK$1.08 per Share and is expected to be not less than HK$1.03 per Share. The Price Determination Time is 1:00 p.m. on 13th December, 2000. If BNP Paribas Peregrine Securities Limited, on behalf of the Underwriters, and the Company are unable to reach agreement on the Issue Price, the Share Offer will not become unconditional and will lapse. Investors applying for Public Offer Shares must pay the maximum Issue Price of HK$1.08 per Share, together with brokerage of 1% and Stock Exchange transaction levy of 0.01%. The Underwriting Agreement was entered into on 7th December, 2000, subject to the abovementioned agreement to be reached on the Issue Price. 8th December, 2000 S342C(1) * For identification purpose only IMPORTANT Characteristics of The Growth Enterprise Market of The Stock Exchange of Hong Kong R2.20 Limited: GEM has been established as a market designed to accommodate companies to R14.05 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 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 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 GEM Website in order to obtain up-to-date information on GEM-listed issuers. i EXPECTED TIMETABLE ,2000 A1A-15(3)(f) Application lists open (Note 1) . 11:45 a.m. on 13th December 3rd Sch.8 Latest time to lodge WHITE and YELLOW application forms . 12:00 noon on 13th December A1A-15(3)(f) Application lists close . 12:00 noon on 13th December 3rd Sch.8 Price Determination Time . 1:00 p.m. on 13th December Announcement of the Issue Price, the level of indication of interest A1A-15(3)(k) in the Placing, the results of applications in respect of the Public Offer and basis of allotment of the Public Offer Shares and the number of Shares (if any) reallocated from the Public Offer to the Placing to be published on the GEM Website, in the Hong Kong iMail (in English) and the Hong Kong Daily News (in Chinese) . 15th December Despatch of share certificates and refund cheques in respect of A1A-15(3)(g) wholly or partially unsuccessful applications on or before (Note 2) . 15th December A1A-22 Dealings in Shares on GEM to commence on . 19th December Notes: 1. If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force at any time between 9:00 a.m. to 12:00 noon on 13th December, 2000, the application lists will not open on that day. Further information is set out in the paragraph headed “Effect of bad weather on the opening of the application lists” under the section headed “How to apply for the Public Offer Shares” in this prospectus. 2. If you are applying for 1,000,000 Public Offer Shares or above using a WHITE application form and have A1A-15(3)(g) indicated on your application form that you will collect your share certificates and/or refund cheques (if any), you may collect them in person from Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, between 9:00 a.m. and 1:00 p.m. on 15th December, 2000 or on the date notified by the Company in the newspapers and on the GEM Website as the date of despatch of share certificates and/or refund cheques (if any). You must show your identification documents acceptable to Secretaries Limited to collect your share certificates. If you do not so collect your share certificates and/or refund cheques (if any), they will be sent to the address on your application form shortly after the date of despatch, by ordinary post and at your own risk. If you have not indicated on your application form that you will collect your share certificates and/or refund cheques (if any), then your share certificates and/or refund cheques (if any) will be sent to the address on your application form on the date of despatch, by ordinary post and at your own risk. 3. All times refer to Hong Kong local time, except as otherwise stated. For details of the structure of the Share Offer, including conditions thereto, see the section headed “Structure and conditions of the Share Offer” in this prospectus. ii CONTENTS You should rely only on the information contained in this prospectus and the application forms to make your investment decision. The Company has not authorised anyone to provide you with information which is different from the information 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 Share Offer. Page Summary . 1 Definitions . 10 Glossary . 18 Risk factors . 20 Waivers from compliance with the GEM Listing Rules and Companies Ordinance . 26 Information about this prospectus and the Share Offer . 32 Directors . 34 Parties involved in the Share Offer . 35 Corporate information . 38 Industry overview . 39 Business Introduction . 43 Competitive strengths . 44 History and development . 44 Statement of active business pursuits . 45 Group structure . 53 Business activities . 54 Contracted artistes . 65 Songs and lyrics library . 69 Strategic investments . 70 Customers . 70 Suppliers . 71 Competition . 71 Insurance . 72 Intellectual property . 72 Connected transactions . 73 Statement of business objectives . 78 iii CONTENTS Page Use of proceeds . 83 Year 2000 compliance . 84 Directors, management and staff . 85 Substantial, management and significant shareholders . 90 Share capital . 94 Financial information . ..