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Sunny Optical Technology (Group) Company Limited 舜宇光學科技

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Sunny Optical Technology (Group) Company Limited 舜宇光學科技 IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. SUNNY OPTICAL TECHNOLOGY (GROUP) COMPANY LIMITED 舜宇光學科技（集團）有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares : 270,000,000 Shares comprising 200,000,000 New Shares and 70,000,000 Sale Shares (subject to the Over-allotment Option) Number of Public Offer Shares : 27,000,000 New Shares (subject to adjustment) Number of Placing Shares : 243,000,000 Shares comprising 173,000,000 New Shares and 70,000,000 Sale Shares (subject to adjustment and the Over-allotment Option) Offer Price : Not more than HK$3.82 per Share payable in full on application in Hong Kong dollars, plus brokerage of 1%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005% Nominal value : HK$0.10 each Stock code : 2382 Global Coordinator, Sponsor, Bookrunner and Lead Manager 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 section headed “Documents delivered to the Registrar of Companies and available for inspection” 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 for the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be fixed by agreement among the Global Coordinator (on behalf of the Underwriters) and the Company (for itself and on behalf of the Selling Shareholders) on the Price Determination Date. The Price Determination Date is expected to be on or around Saturday, 9 June 2007 and, in any event, not later than Monday, 11 June 2007. The Offer Price will be not more than HK$3.82 and is currently expected to be not less than HK$3.00 unless otherwise announced. Investors applying for Public Offer Shares must pay, on application, the maximum Offer Price of HK$3.82 for each Offer Share together with brokerage of 1%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005%. The Global Coordinator, on behalf of the Underwriters, may, with the consent of the Company, reduce the number of Offer Shares being offered pursuant to the Global Offering and/or the indicative Offer Price range below that stated in this prospectus (which is HK$3.00 to HK$3.82 per Offer Share) at any time on or prior to the morning of the last day for lodging applications under the Public Offer. In such a case, notices of the reduction in the number of Offer Shares and/or the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the day which is the last day for lodging applications under the Public Offer. If applications for 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 number of Offer Shares and/or the Offer Price range is so reduced, such applications cannot be subsequently withdrawn. If, for any reason, the Offer Price is not agreed among the Company (for itself and on behalf of the Selling Shareholders) and the Global Coordinator (on behalf of the Underwriters), the Global Offering will not proceed. The obligations of the Public Offer Underwriters under the Public Offer Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, the Offer Shares, are subject to termination by the Global Coordinator (on behalf of the Public Offer Underwriters) if certain circumstances arise prior to 8:00 a.m. on the day that trading in the Shares commences on the Stock Exchange. Such circumstances are set out in the section headed “Underwriting — Underwriting arrangements and expenses — Public Offer — Grounds for termination” in this prospectus. It is important that you carefully read that section before making any investment decision. 4 June 2007 01 P.Pixel (IPO) Cover 1 5/31/07, 11:52 EXPECTED TIMETABLE If there is any change in the following expected timetable of the Hong Kong Public Offering, the Company will issue an announcement in Hong Kong to be published in English in the South China Morning Post and in Chinese in the Hong Kong Economic Times. 2007(1) Latest time to lodge WHITE and YELLOW Application Forms and to give electronic application instructions to HKSCC(2) . Thursday, 7 June Application lists open(3) . 11:45 a.m. on Thursday, 7 June Application lists close(3) . 12:00 noon on Thursday, 7 June Price Determination Date . Saturday, 9 June Announcement of the Offer Price, the indication of level of interest in the Placing, the results of applications in the Public Offer (with successful applicants’ identification document number, where appropriate) and the basis of allotment of the Public Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and the Company’s website (www.sunnyoptical.com) (in both English and Chinese)(4) on or before . Thursday, 14 June Despatch of refund cheques on or before(5) . Thursday, 14 June Despatch of Share certificates on or before(5) . Thursday, 14 June Dealings in Shares on the Stock Exchange to commence on . Friday, 15 June Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure of the Global Offering” in this prospectus. (2) Applicants who apply by giving electronic application instructions to HKSCC should refer to the section headed “How to apply for Public Offer Shares — How to apply by giving electronic application instructions to HKSCC” in this prospectus. (3) 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. and 12:00 noon on Thursday, 7 June 2007, the application lists will not open on that day. Further information is set out in the section headed “How to apply for Public Offer Shares — When may applications be made — Effect of bad weather conditions on the opening of the application lists” in this prospectus. (4) No information on the website forms part of this prospectus. (5) Refund cheques will be issued in respect of wholly or partially unsuccessful applications and also in respect of successful applications in the event that the final Offer Price is less than the initial Offer Price per Share payable on application. Applicants for 1,000,000 Public Offer Shares or more and who have indicated in their Application Forms that they wish to collect the refund cheques and Share certificates (as relevant) in person from the Hong Kong branch share registrar may collect the refund cheques (where applicable) and Share certificates (where applicable) from Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Thursday, 14 June 2007 or any other place and date notified by the Company in the newspapers as the place and date of collection of Share certificates/refund cheques. Individual applicants who opt for personal collection cannot authorise any other person to make their collection on their behalf. Applicants being corporations which opt for personal collection must attend by their authorised representatives, each bearing a letter of authorisation from such corporation stamped with the corporation’s chop. Both individuals and authorised representatives (if applicable) —i— 02 P.Pixel (IPO) Timetable 1 5/31/07, 11:52 EXPECTED TIMETABLE must produce, at the time of collection, evidence of identity acceptable to Computershare Hong Kong Investor Services Limited. Uncollected Share certificates and refund cheques by 1:00 p.m. on Thursday, 14 June 2007 (or such other date notified by the Company) will be despatched by ordinary post at the applicants’ own risk to the addresses specified in the relevant Application Forms promptly thereafter. Further information is set out in the section headed “Terms and conditions of the Public Offer — If your application for the Public Offer Shares is successful (in whole or in part)” in this prospectus. Part of your Hong Kong identity card number/passport number, or, if you are joint applicants, part of the Hong Kong identity card number/passport number of the first-named applicant, provided by you may be printed on your refund cheque, if any. Such data would also be transferred to a third party for refund purpose. Your banker may require verification of your Hong Kong identity card number/passport number before encashment of your refund cheque. Inaccurate completion of your Hong Kong identity card number/passport number may lead to delay in encashment of or may even invalidate your refund cheque. Share certificates will only become valid certificates of title upon the Global Offering becoming unconditional in all respects and the right of termination described in the section headed “Underwriting — Underwriting arrangements and expenses — Public Offer — Grounds for termination” in this prospectus has not been exercised, which is currently scheduled to be at 8:00 a.m.
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