Henderson Cyber Limited
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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. HENDERSON CYBER LIMITED A1 * (Incorporated in the Cayman Islands with limited liability) INITIAL PUBLIC OFFERING AND LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED PLACING AND PUBLIC OFFER Number of Shares under : 750,000,000 Shares the Share Offer comprising: (subject to Over-allotment Option adjustment) Number of Placing Shares : 675,000,000 Shares (subject to reallocation) Number of Public Offer Shares : 75,000,000 Shares (subject to reallocation) Issue Price : Not more than HK$1.40 per Offer Share A15(3)(c) and not less than HK$1.20 per Offer Share (payable in full by applicants in the Public Offer subject to refund) Nominal Value : HK$0.10 each Stock Code : 8023 Sponsor HSBC HSBC Investment Bank Asia Limited Joint Global Coordinators, Bookrunners and Lead Managers HSBC HSBC Investment Bank Asia Limited CLSA Limited Co-Lead Managers BOCI Asia Limited ING Barings Senior Co-Manager ABN AMRO Rothschild Co-Managers ICEA Capital Limited KGI Asia Limited Tai Fook Securities Company Limited Vickers Ballas 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, 14.04 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” in S342C(1)(2) Appendix 5 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 Registrar of Companies in Hong Kong 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 HSBC Investment Bank Asia, on behalf of the Underwriters, and the Company on the IPO Pricing Date. The IPO Pricing Date is expected to be on or about 7 July 2000 and in any event not later than 3 August 2000. The Issue Price will not be more than HK$1.40 per Offer Share and is expected to be not less than HK$1.20 per Offer Share, although HSBC Investment Bank Asia, on behalf of the Underwriters, may, with the consent of the Company, reduce such indicative Issue Price range at any time prior to the morning of the last day for lodging applications under the Public Offer. Applicants should note that in no circumstances can applications be withdrawn once submitted. If, for any reason, the Issue Price is not agreed between the Company and HSBC Investment Bank Asia, on behalf of the Underwriters, the Share Offer will not proceed. * For identification purposes only. 4 July 2000 IMPORTANT NOTICE CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK 14.05 EXCHANGE OF HONG KONG LIMITED GEM has been established as a market designed to accommodate companies to 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 of the Stock Exchange 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 Latest time to lodge WHITE and YELLOW application forms ........12:00 noon on 7 July Application lists open (Note 1) .................................11:45 a.m. on 7 July A15(3)(f) 3rdSch8 Application lists close .......................................12:00 noon on 7 July Announcement of the Issue Price (Note 2) ..................................10July Announcement of results of applications under the Public Offer, indication of level of interest in the Placing, basis of allocation of the Public Offer Shares and the number of Shares (if any) reallocated from the Placing to the Public Offer to be published on the GEM website, and in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before .........................................................11July Despatch of share certificates and refund cheques in respect of wholly or partially unsuccessful applications and in respect of successful applications if the Issue Price is less than the price payable on application on or about (Note 3) ......................................12July Dealings in the Shares on GEM to commence on ............................14July A22 Notes: 1. If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 a.m. to 12:00 noon on 7 July 2000, the application lists will not open on that day. See the section headed “How to apply for the Public Offer Shares — Effect of bad weather on the opening of the application lists” in this prospectus. 2. The IPO Pricing Date (which is expected to be on 7 July 2000) will not in any event be later than 3 August 2000. If an Issue Price has not been fixed by such date the Company will publish an announcement to such effect. 3. If you are applying for 1,000,000 Shares or more and have indicated on your application form that you will collect your refund cheque(s) and share certificates (where applicable), you may collect them in person from Central Registration Hong Kong Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, between 9:00 a.m. and 1:00 p.m. on the date notified by the Company in the newspapers and the GEM website as the date of despatch of share certificates. This is expected to be on 12 July 2000. You must show your identification documents (or if a corporation your business registration certificate) to collect your refund cheque(s) and refund cheque(s) and share certificates. All such identification must be in a form acceptable to Central Registration Hong Kong Limited. If you do not collect your refund cheque(s) and share certificates, they will be sent to the address specified in 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 refund cheque(s) and share certificates, then your refund cheque(s) and share certificates will be sent to the address specified in your application form on the date of despatch, by ordinary post and at your own risk. For details of the structure of the Share Offer, including conditions, see the section of this prospectus headed “Structure of the Share Offer”. 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 any person 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 the Company, HSBC Investment Bank Asia, CLSA, the other Underwriters, any of their respective directors, or any other person or party involved in the Share Offer. Page Summary of this prospectus .............................................. 1 Definitions .............................................................. 14 Glossary of technical terms ............................................... 20 Risk factors Risks relating to the Group ............................................. 26 Political and economic risks ............................................ 39 Risks relating to the Shares ............................................ 39 Issues to consider in relation to statements made in this prospectus ........... 41 Waivers from compliance with the GEM Listing Rules and the Companies Ordinance Waivers from compliance with the GEM Listing Rules ....................... 42 Financial periods reported on ........................................... 47 Waivers from compliance with the Companies Ordinance ..................... 48 Information about this prospectus and the Share Offer ....................... 50 Directors ............................................................... 54 Parties involved in the Share Offer ........................................