LISTING by WAY of PLACING Sole Sponsor Sole Bookrunner and Sole Lead Manager
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Telecom Digital Holdings Limited 電訊數碼控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 8336 電訊數碼控股有限公司 Holdings Limited Digital Telecom Telecom Digital Holdings Limited 電訊數碼控股有限公司 LISTING BY WAY OF PLACING Sole Sponsor Sole Bookrunner and Sole Lead Manager Co-lead Manager IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Telecom Digital Holdings Limited 電 訊 數 碼 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 PLACING Number of Placing Shares : 100,000,000 Shares (subject to the Over-allotment Option) Placing Price : HK$1.00 per Placing Share (payable in full on application, plus brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%) Nominal Value : HK$0.01 per Share Stock Code : 8336 Sole Sponsor Guotai Junan Capital Limited Sole Bookrunner and Sole Lead Manager Guotai Junan Securities (Hong Kong) Limited Co-Lead Manager Telecom Digital Securities Limited 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, having attached thereto the documents specified in the paragraph headed ‘‘A. Documents delivered to the Registrar of Companies in Hong Kong’’ 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 (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong 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. Prior to making any investment decision, prospective investors should consider carefully all 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 Placing Shares should note that the obligations of the Underwriters under the Underwriting Agreement are subject to termination by the Sole Sponsor and/or the Sole Lead Manager (for itself and on behalf of the Co-Lead Manager and the Underwriters) upon the occurrence of any of the events set forth in the section headed ‘‘Underwriting — Underwriting arrangements, commissions and expenses — Grounds for termination’’ in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Further details of these termination provisions are set out in the section headed ‘‘Underwriting’’ in this prospectus. It is important that prospective investors refer to that section for further details. 26 May 2014 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 high market volatility than securities traded on theMainBoardandnoassuranceisgiventhattherewillbealiquidmarketinthe securities traded on GEM. – i – EXPECTED TIMETABLE (Notes 1 and 3) Announcement of the level of indication of interest in the Placing to be published on the GEM Website and our Company’s website (www.telecomdigital.cc) on or before .......... Thursday,29May2014 Allotment of the Placing Shares to placees on or before.................. Thursday,29May2014 Deposit of share certificates for the Placing Shares into CCASS on or before (Note 2) ....................................... Thursday,29May2014 DealingsinSharesonGEMexpectedtocommenceat9:00a.m.on..........Friday,30May2014 Notes: 1. All times and dates refer to Hong Kong times and dates. 2. The share certificates for the Placing Shares to be distributed via CCASS are expected to be deposited into CCASS on or before Thursday, 29 May 2014 for credit to the relevant CCASS Participants’ or CCASS Investor Participants’ stock accounts designated by the Sole Lead Manager (for itself and on behalf of the Co-Lead Manager and the Underwriters), the placees or their respective agents (as the case may be). No temporary documents or evidence of title will be issued by us. All share certificates will only become valid certificates of title when the Placing has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its terms prior to 8:00 a.m. on the Listing Date. 3. A separate announcement will be published on the GEM Website and our Company’s website (www.telecomdigital.cc) if there is any change to the above expected timetable. For details of the structure of the Placing, including the conditions thereof, please refer to the section headed ‘‘Structure and Conditions of the Placing’’ in this prospectus. – ii – CONTENTS IMPORTANT NOTICE TO INVESTORS This prospectus is issued by our Company solely in connection with the Placing and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the Placing Shares offered by this prospectus pursuant to the Placing. This prospectus may not be used for the purpose of, and does not constitute, an offer to sell or a solicitation of an offer in any other jurisdiction or in any other circumstances. You should rely only on the information contained in this prospectus to make your investment decision. Our Company, the Sole Sponsor, the Sole Lead Manager, the Co-Lead Manager and the Underwriters have not authorised anyone 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 our Company, the Sole Sponsor, the Sole Lead Manager, the Co-Lead Manager, the Underwriters, any of their respective directors, advisers, officers, employees, agents or representatives or any other person involved in the Placing. Page(s) Characteristics of GEM ............................................................. i Expected Timetable ................................................................. ii Contents ............................................................................ iii Summary ........................................................................... 1 Definitions .......................................................................... 17 Glossary of Technical Terms ......................................................... 27 Forward-looking Statements ......................................................... 32 Risk Factors ........................................................................ 34 Waivers and Exemption from Strict Compliance with the Requirements under the GEM Listing Rules and the Companies Ordinance .............................. 47 Information about this Prospectus and the Placing .................................... 50 Directors and Parties Involved in the Placing ......................................... 54 Corporate Information .............................................................. 59 Industry Overview .................................................................. 61 – iii – CONTENTS Page(s) Laws and Regulations ............................................................... 77 History and Development ............................................................ 83 Business ............................................................................ 98 Continuing Connected Transactions .................................................. 166 Directors, Senior Management and Staff ............................................. 183 Controlling, Substantial and Significant Shareholders ................................. 191 Relationship with Controlling Shareholders .......................................... 193 Share Capital ....................................................................... 201 Financial Information ............................................................... 205 Future Plans and Use of Proceeds .................................................... 268 Underwriting ....................................................................... 273 Structure and Conditions of the Placing .............................................. 283 Appendix I — Accountants’ Report ............................................... I-1 Appendix II — Unaudited Pro Forma Financial Information ........................ II-1 Appendix III — Profit Estimate .................................................... III-1 Appendix IV — Summary of the Constitution of the Company and the Cayman Islands Company Law ............................... IV-1 Appendix V — Statutory and General Information ................................. V-1 Appendix VI — Documents Delivered to the Registrar