DOCSLIB.ORG

Paul Y. Engineering Group Limited

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Paul Y. Engineering Group Limited THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Paul Y. Engineering Group Limited. If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Paul Y. Engineering Group Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Paul Y. Engineering Group Limited (Incorporated in Bermuda with limited liability) (Stock code: 577) PROPOSED PLACING REQUIRING A SPECIFIC MANDATE TO ISSUE NEW SHARES, PROPOSED FILM JOINT VENTURE CONSTITUTING A VERY SUBSTANTIAL ACQUISITION, PROPOSED CAPITAL REDUCTION, PROPOSED DISTRIBUTION IN SPECIE OF A 49% INTEREST IN THE COMPANY’S EXISTING BUSINESSES WITH A CASH ALTERNATIVE, PROPOSED CASH DIVIDEND OF HK$0.25 PER SHARE WITH A SCRIP ALTERNATIVE AND NOTICE OF SPECIAL GENERAL MEETING Independent Financial Adviser to the Financial Adviser to the Company Independent Board Committee and the Independent Shareholders SOMERLEY LIMITED Sole Global Coordinator UBS AG, Hong Kong Branch Placing Agents UBS AG, Hong Kong Branch A notice convening the special general meeting of the Company to be held at JW Marriott Ballroom on Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway Hong Kong on Tuesday, 15 November 2011 at 10:00 a.m. is set out on pages 242 to 247 of this circular. If you are not able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong at 16th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish. * For identification purposes only 24 October 2011 CONTENTS Page DEFINITIONS . 1 LETTER FROM THE BOARD . 11 INTRODUCTION.......................................................... 11 A. PROPOSED PLACING OF NEW SHARES BY PYE PURSUANT TO A SPECIFIC MANDATE .......................................... 12 Placing Agreements . 12 Number of Placing Shares........................................... 15 Placing price ..................................................... 15 Ranking of the Placing Shares . 16 Specific Mandate . 16 Conditions precedent............................................... 16 Termination . 21 Completion of the Placing........................................... 21 REASONS FOR THE PLACING AND USE OF PROCEEDS . 21 CHANGES TO THE EXISTING ISSUED SHARE CAPITAL OF PYE AS A RESULT OF THE PLACING ..................................... 22 EQUITY FUND RAISING ACTIVITIES BY PYE DURING THE PAST TWELVE MONTHS ....................................... 23 EFFECT OF THE PLACING ON PYI . 23 Deemed very substantial disposal . 23 Financial information on PYE........................................ 23 B. LEGENDARY EAST – THE FILM JOINT VENTURE ........................ 24 DEVELOPMENT, PRODUCTION AND DISTRIBUTION OF QUALIFYING FILMS . 29 RIGHTS TO EXCHANGE FOR NEW SHARES . 31 REASONS FOR THE FILM JOINT VENTURE . 36 FURTHER INFORMATION ON THE FILM JOINT VENTURE................. 36 EFFECT OF THE TRANSACTIONS ON THE EARNINGS, ASSETS AND LIABILITIES OF THE GROUP ............................ 36 EFFECT OF THE TRANSACTIONS UNDER THE LISTING RULES . 37 INFORMATION ON LEGENDARY . 37 INFORMATION ON HUAYI . 38 C. PROPOSED CAPITAL REDUCTION BY PYE AND PROPOSED DISTRIBUTION IN SPECIE BY PYE AND PROPOSED CASH DIVIDEND..... 38 Introduction . 38 Proposed Distribution in Specie . 39 Reason for the Distribution in Specie . 39 PYE BVI........................................................ 39 Conditions to the Distribution in Specie ................................ 41 The Capital Reduction . 42 Proposed increase in the authorised share capital . 43 Free exchange of certificates for New Shares and trading arrangements ........ 43 Cash Alternative .................................................. 43 i CONTENTS Excess applications ................................................ 44 Independent advice as regards the Distribution in Specie and the Cash Alternative . 45 CASH DIVIDEND .................................................... 45 Scrip Alternative.................................................. 46 Conditions to the Cash Dividend and Scrip Alternative . 46 UNDERTAKING TO VOTE BY PYI AND ITS ASSOCIATES AND THE INTER-CONDITIONALITY OF THE TRANSACTIONS . 47 FURTHER CIRCULAR . 47 STRUCTURE OF INTERESTS BEFORE AND AFTER THE TRANSACTIONS . 48 D. PROPOSED NEW DIRECTORS . 49 Mr. Wu . 49 Mr. Chang . 51 INFORMATION ON PYE AND MODERN FRONT . 52 INFORMATION ON PYI AND ITS SUBSIDIARIES . 52 GENERAL .......................................................... 53 SPECIAL GENERAL MEETING......................................... 53 RECOMMENDATION................................................. 54 ADDITIONAL INFORMATION . 54 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . 55 LETTER FROM SOMERLEY .................................................... 57 APPENDIX I: FURTHER INFORMATION ABOUT THE FILM JOINT VENTURE . 76 A. FILM INDUSTRY OVERVIEW . 76 The development, financing, production and distribution of films . 76 Sources and timing of revenue . 78 Illustrative window structure/cash flow timing profile . 79 Distribution and revenue sources . 80 Global motion picture revenue by distribution channel ..................... 80 Individual revenue sources . 81 Tent pole pictures are driving revenue for major studios . 83 B. CHINA FILM INDUSTRY OVERVIEW ................................... 87 Overall market . 87 Imported films . 89 Sino-foreign co-production .......................................... 90 C. REGULATIONS FOR FILM INDUSTRY IN THE PRC . 91 Regulations on co-production . 91 Procedures for approval of a co-production project........................ 91 Procedures for censorship review of the completed film .................... 91 Procedures for conducting post-production overseas....................... 91 Procedures for participating in film festivals . 91 Qualification ..................................................... 91 Mode of co-production . 92 ii CONTENTS Regulations on film industry........................................... 92 Regulations on film production and intellectual property rights of films produced in the PRC . 93 Regulations on film distribution ........................................ 93 D. BUSINESS PLAN . 94 1. Introduction . 94 2. Background on Legendary . 96 Management profiles of Legendary . 96 3. Background on the Huayi Group . 98 The Huayi Group’s business structure . 98 Management profiles of Huayi Group . 99 Film production . 100 TV series production . 101 Huayi Music.................................................. 101 Talent management agency....................................... 101 Film distribution............................................... 101 4. Overview of the business model of Legendary East ...................... 102 5. Development process ............................................. 104 Production and post-production process ............................. 110 6. Distribution process and marketing . 112 7. Corporate structure and related party agreements........................ 114 8. Properties and facilities . 116 9. Competition .................................................... 116 10. Intellectual property .............................................. 117 11. Litigation ...................................................... 117 12. Insurance . 118 E. FUTURE PROSPECTS AND USE OF PROCEEDS........................... 118 F. DIRECTORS, SENIOR MANAGEMENT AND STAFF . 118 G. RISK FACTORS . 120 Business risk factors................................................. 120 Industry risk factors . 126 APPENDIX II: VALUATION REPORT ON THE FILM JOINT VENTURE . 128 APPENDIX III: LETTERS IN RELATION TO THE VALUATION REPORT . 152 APPENDIX IV: FINANCIAL INFORMATION OF THE GROUP . 155 APPENDIX V: MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP . 158 APPENDIX VI: FINANCIAL INFORMATION OF LEGENDARY EAST . 166 iii CONTENTS APPENDIX VII: MANAGEMENT DISCUSSION AND ANALYSIS OF LEGENDARY EAST . 171 APPENDIX VIII: UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP (INCLUSIVE OF ITS INTEREST IN LEGENDARY EAST) . 172 APPENDIX IX: MATTERS RELEVANT TO HOLDING SHARES IN PYE BVI . 181 A. INCORPORATION . 184 B. SUMMARY OF THE CONSTITUTION OF PYE BVI AND OF CERTAIN ASPECTS OF BVI COMPANY LAW . 184 1. Proposed Memorandum of Association of PYE BVI . 185 2. Proposed Articles of Association of PYE BVI
Load more

Recommended publications
  • Paul Y. Engineering Group Limited *
    Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or a solicitation of any offer to buy securities in Hong Kong, the United States or elsewhere. Paul Y. Engineering Group Limited * (Incorporated in Bermuda with limited liability) (Incorporated in Bermuda with limited liability) (Stock code: 577) (Stock code: 498) VERY SUBSTANTIAL ACQUISITION DEEMED VERY SUBSTANTIAL INCLUDING A POTENTIAL SHARE DISPOSAL AND POTENTIAL TRANSACTION DISCLOSEABLE TRANSACTION FOR PYE FOR PYI PROPOSED PLACING OF NEW SHARES BY PYE REQUIRING A SPECIFIC MANDATE FROM PYE SHAREHOLDERS, AND CONSTITUTING A DEEMED VERY SUBSTANTIAL DISPOSAL FOR PYI PROPOSED FILM JOINT VENTURE BETWEEN PYE, LEGENDARY AND HUAYI CONSTITUTING A VERY SUBSTANTIAL ACQUISITION FOR PYE AND INCLUDING A POTENTIAL SHARE TRANSACTION FOR PYE PROPOSED CAPITAL REDUCTION BY PYE AND PROPOSED DISTRIBUTION IN SPECIE BY PYE OF A 49% INTEREST IN ITS EXISTING BUSINESSES, WITH THE OFFER OF A CASH ALTERNATIVE PROVIDED
    [Show full text]
  • A Study of Beijing's Competitive Advantage As An
    A Study of Beijing‘s Competitive Advantage as an Emergent Media Capital Angela Lin Huang Bachelor of Law / Master of Law A dissertation presented in fulfilment of the requirements for the degree of Doctor of Philosophy Creative Industries Faculty, Queensland University of Technology 2012 1 Keywords Media capital Media industries Media market Media cluster Media policy China Beijing Institution i Abstract The development of creative industries has been connected to urban development since the end of the 20th century. However, the causality of why creative industries always cluster and develop in certain cities hasn‘t been adequately demonstrated, especially as to how various resources grow, interact and nurture the creative capacity of the locality. Therefore it is vital to observe how the local institutional environment nurtures creative industries and how creative industries consequently change the environment in order to better address the connection between creative industries and localities. In Beijing, the relocation of CCTV, BTV and Phoenix to Chaoyang District raises the possibility of a new era for Chinese media, one in which the stodginess of propaganda content will give way to exciting new forms and genres. The mixing of media companies in an open commercial environment (away from the political power district of Xicheng) holds the promise of more freedom of expression and, ultimately, to a ‗media capital‘ (Curtin, 2003). These are the dreams of many media practitioners in Beijing. But just how realistic are their expectations? This study adopts the concept of ‗media capital‘ to demonstrate how participants, including state-media organisations, private media companies and international media conglomerates, are seeking out space and networks to survive in Beijing.
    [Show full text]
  • King's Research Portal
    King’s Research Portal DOI: 10.1080/17508061.2014.995955 Document Version Peer reviewed version Link to publication record in King's Research Portal Citation for published version (APA): Leung, W. F. W. (2015). Product Placement with “Chinese Characteristics”: Feng Xiaogang’s Films and Go Lala Go! Journal of Chinese Cinemas, 9(2), 125-140. https://doi.org/10.1080/17508061.2014.995955 Citing this paper Please note that where the full-text provided on King's Research Portal is the Author Accepted Manuscript or Post-Print version this may differ from the final Published version. If citing, it is advised that you check and use the publisher's definitive version for pagination, volume/issue, and date of publication details. And where the final published version is provided on the Research Portal, if citing you are again advised to check the publisher's website for any subsequent corrections. General rights Copyright and moral rights for the publications made accessible in the Research Portal are retained by the authors and/or other copyright owners and it is a condition of accessing publications that users recognize and abide by the legal requirements associated with these rights. •Users may download and print one copy of any publication from the Research Portal for the purpose of private study or research. •You may not further distribute the material or use it for any profit-making activity or commercial gain •You may freely distribute the URL identifying the publication in the Research Portal Take down policy If you believe that this document breaches copyright please contact [email protected] providing details, and we will remove access to the work immediately and investigate your claim.
    [Show full text]
  • Chinese Government's Role in Commercialisation of the Film Industry
    Master programme in International Economics with a Focus on China Chinese Government’s Role in Commercialisation of the Film Industry Pierre Nilsson [email protected] Abstract: China’s film market has flourished in the last decade. The growth is unprecedented in China’s cinematographic history and China is now on the verge on becoming the world’s largest box office market. This thesis aims to examine and explain how this happened. Government’s role through policies and reforms carried out and its impact on the industry will be reviewed. Data from SARFT and China Film Yearbook over the last 25 years shows that alignment and opening up of China’s film market has been beneficial for the domestic producers and the film market as a whole. The domestic film industry has improved it competiveness through allowing the Chinese film market adjust to market economy constraints. Key words: China, film industry, commercialisation, EKHM51 Master thesis (15 credits ECTS) June 2015 Supervisor: Benny Carlson Examiner: Tobias Axelsson Word Count: 13035 Website www.ehl.lu.se Table of Contents 1. Introduction ..................................................................................................................................... 3 1.1 Background ................................................................................................................................... 3 1.2 Aim and scope of the study ........................................................................................................... 5 2. Theory and
    [Show full text]
  • ZHONG-THESIS-2019.Pdf
    Copyright by Yu Zhong 2019 The Thesis Committee for Yu Zhong Certifies that this is the approved version of the following Thesis: Causes, Effects, and Countermeasures? A Qualitative Research on the Relationship between Cultural Discount and Film Stories in the Cross-cultural Communication APPROVED BY SUPERVISING COMMITTEE: Joseph D. Straubhaar, Supervisor Kathy Fuller-Seeley Causes, Effects, and Countermeasures? A Qualitative Research on the Relationship between Cultural Discount and Film Stories in the Cross-cultural Communication by Yu Zhong Thesis Presented to the Faculty of the Graduate School of The University of Texas at Austin in Partial Fulfillment of the Requirements for the Degree of Master of Arts The University of Texas at Austin May 2019 Dedication To my family, for their love, support, and encouragement Acknowledgements Firstly, I would like to thank Professor Joseph D. Straubhaar, the advisor of my thesis committee, for very useful critique and suggestions for ways to improve the research project throughout the process. I am grateful for his patience, support, and encouragement. The guidance he gave me not only improved my research but also provided many inspirations for my future study and work. At the same time, I would like to thank Professor Kathryn Fuller-Seeley, my second reader of the thesis and the advisor of my program. She is always enthusiastic about helping me and inspiring me to try new challenges. I would also like to extend my gratitude to all the faculties and staffs in the department of Radio-Television-Film. Their guidance and help during the past two years have been the driving force for my continuous progress.
    [Show full text]
  • Dancing with Handcuffs and Shackles: How Product Placement Is
    Dancing With Handcuffs and Shackles: How Product Placement Is Adopted By the Chinese Film Industry. Wei Li Submitted for the Degree of Doctor of Philosophy (PhD) University of East Anglia School of Art, Media and American Studies Submitted September 2015 This copy of the thesis has been supplied on condition that anyone who consults it is understood to recognize that its copyright rests with the author and that no quotation from the thesis, nor any information derived there from, may b written consent. e published without the authors prior, Abstract This PhD researches the role of product placement in modern Chinese cinema, exploring the shifting discourses and textually-specific practices that are unique to the practice of product placement within the Chinese film industry. Existing studies have focused almost exclusively on the Hollywood film industry, and have analysed product placement in terms of its effectiveness with audiences, and as a potential influence on consumer behaviour, often from a psychological or marketing viewpoint. This study approaches product placement from industrial and textual perspectives, more interested in the process of product placement in film production: how trade press reports, state and industry discourse, and practitioner commentary, frames product placement within the Chinese film experience. Therefore, this is a shift from work on the consequences of product placement, or simplistic notions of good/bad product placement, to an investigation of the discursive and textual strategies used by the Chinese film industry when using product placement in modern film production. This allows the thesis to focus on how the Chinese industry offers an illusion of serving the public, able to use its expertise to position product placement as what an assumed audience wants.
    [Show full text]
  • I Am Not Madame Bovary" - a Name Came to Symbolize in the West the Archetype of the "Bad Woman and Wife"
    2016 / China / 139 min / Format: DCP / Sound: 5.1 / Original version: Mandarin BEIJING SPARKLE ROLL MEDIA CORPORATION HUAYI BROTHERS MEDIA CORPORATION BEIJING SKYWHEEL ENTERTAINMENT CO., LTD. HUAYI BROTHERS PICTURES LTD. ZHEJIANG DONGYANG MAYLA MEDIA CO., LTD. Present Director FENG XIAOGANG Screenplay by LIU ZHENYUN Executive Producer WANG ZHONGLEI Executive Producer JERRY YE Producer HU XIAOFENG Director of Photography LUO PAN Production Designer HAN ZHONG Sound Supervisor WU JIANG Composer DU WEI Editor WILLIAM CHANG SUK PING Starring FAN BINGBING as Li Xuelian GUO TAO as Zhao Datou DA PENG as Wang Gongdao CONTEXT Li Xuelian is an ordinary Chinese woman living in a village. Because of her insistence in redressing an accusation against her, she has to negotiate with many people at various levels of society. She never imagined that, over the course of these confrontations, a single incident would snowball into another and later become something else entirely. After ten years, she has failed to set things right, only to learn a new lesson about the fickleness of human nature. Li sets out to redress an accusation made by her ex-husband who said: "Your name is Lian? Why do I think it's Pan Jinlian?" to which Li replied: "I'm no Pan Jinlian! 1" The film examines the conflicts that arise when a society evolves from one dependent on a system of grace and favors to one subject to a systemized rule of law. The female protagonist handles the conflicts with her ex-husband using every means in her power only to reveal the importance of the rule of law in a modern society.
    [Show full text]
  • In Nay Pyi Taw District
    Established 1914 Volume XVIII, Number 222 8th Waning of Tazaungmone 1372 ME Monday, 29 November, 2010 Four political objectives Four economic objectives Four social objectives * Development of agriculture as the base and all-round develop- * Uplift of the morale and morality of the entire * Stability of the State, community peace and ment of other sectors of the economy as well nation tranquillity, prevalence of law and order * Proper evolution of the market-oriented economic system * Uplift of national prestige and integrity and * National reconsolidation * Development of the economy inviting participation in terms of preservation and safeguarding of cultural her- * Emergence of a new enduring State Constitu- technical know-how and investments from sources inside the itage and national character tion country and abroad * Uplift of dynamism of patriotic spirit * Building of a new modern developed nation in * The initiative to shape the national economy must be kept in the * Uplift of health, fitness and education stand- accord with the new State Constitution hands of the State and the national peoples ards of the entire nation th Plenary Meeting of 6 State Sangha True patriotism Maha Nayaka Committee concludes * It is very important for everyone of the nation regardless of the place he lives YANGON, 28 Nov —The 12th Plenary Meeting Joint-Secretary Sayadaw Agga Maha Pandita of the Sixth 47-member State Sangha Maha Nayaka Bhaddanta Vijjodaya sought the approval after Mem- to have strong Union Spirit. Committee continued for second day at Wizaya Mingala ber Sayadaws of the SSMNC (first branch) had * Only Union Spirit is the true patriotism Dhammathabin Hall on Kaba Aye Hill here this morn- submitted reports on their respective sectors.
    [Show full text]