Global Offering
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MEDIALINK Group LIMITED 羚邦集團有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 2230 GLOBAL OFFERING Sole Sponsor Sole Global Coordinator Joint Bookrunners and Joint Lead Managers IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. MEDIALINK GROUP LIMITED (羚邦集團有限公司) (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global : 498,000,000 Shares Offering Number of Hong Kong Offer Shares : 49,800,000 Shares (subject to reallocation) Number of International Placing Shares : 448,200,000 Shares (subject to reallocation and the Over-allotment Option) Offer Price : not more than HK$0.53 per Offer Share (payable in full on application in Hong Kong dollars, subject to refund, plus brokerage fees of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) Nominal value : HK$0.01 per Share Stock code : 2230 Sole Sponsor Sole Global Coordinator Joint Bookrunners and Joint Lead Managers 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 “Appendix VI – Documents delivered to the Registrar of Companies in Hong Kong and available for inspection” in 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 and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Sole Global Coordinator, on behalf of the Underwriters, and our Company on the Price Determination Date. The Price Determination Date is expected to be on or around Friday, 10 May 2019 and, in any event, not later than 12:00 noon on Friday, 17 May 2019. The Offer Price will be not more than HK$0.53 and is currently expected to be not less than HK$0.45 unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$0.53 for each Share together with a brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% subject to refund if the Offer Price as finally determined should be lower than HK$0.45. The Sole Global Coordinator, on behalf of the Underwriters may, with our consent, reduce the number of Offer Shares in the Global Offering and/or the indicative Offer Price range below that stated in this prospectus (which is HK$0.45 to HK$0.53 per Share) at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Offer Shares in the Global Offering and/or the indicative offer price range will be published on the website of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.medialinkgroupltd.com.hk not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. If, for any reason, the Offer Price is not agreed between the Sole Global Coordinator, on behalf of the Underwriters, and our Company, the Global Offering (including the Hong Kong Public Offering) will lapse and will not proceed. See “Structure of the Global Offering” and “How to apply for the Hong Kong Offer Shares” in this prospectus for further details. Prior to making an investment decision, prospective investors should carefully consider all of the information set out in this prospectus, including the risk factors set out in “Risk factors” in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, the Hong Kong Offer Shares, are subject to termination by the Sole Global Coordinator (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that trading in the Offer Shares commences on the Stock Exchange. Such grounds are set out in “Underwriting – Underwriting arrangements and expenses – Hong Kong Public Offering – Grounds for termination” in this prospectus. It is important that you refer to that section for further details. 30 April 2019 EXPECTED TIMETABLE We will issue an announcement in Hong Kong to be published on the website of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.medialinkgroupltd.com.hk if there is any change in the following expected timetable of the Hong Kong Public Offering. 2019 (Note 1) Latest time to complete electronic applications under HK eIPO White Form service through the designated website www.hkeipo.hk (Note 3) .....................11:30 a.m. on Friday, 10 May Application Lists open (Note 2) ........................11:45 a.m. on Friday, 10 May Latest time to complete payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) ...........................12:00 noon on Friday, 10 May Latest time to give electronic application instructions to HKSCC (Note 4)...............................12:00 noon on Friday, 10 May Latest time to lodge WHITE and YELLOW Application Forms ...............................12:00 noon on Friday, 10 May Application Lists close ..............................12:00 noon on Friday, 10 May Expected Price Determination Date (Note 5) .........................Friday, 10 May Announcement of the final Offer Price, indication of the levels of interest in the International Placing, the basis of allotment and the results of applications in the Hong Kong Public Offering to be published on our website at www.medialinkgroupltd.com.hk and the website of the Stock Exchange at www.hkex.com.hk on or before ..............................................Monday, 20 May Announcement of results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels including our website at www.medialinkgroupltd.com.hk and the website of the Stock Exchange at www.hkex.com.hk (see “How to apply for the Hong Kong Offer Shares – 11. Publication of results” in this prospectus) from ......................................Monday, 20 May –i– EXPECTED TIMETABLE Results of allocations in the Hong Kong Public Offering will be available at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult with a “search by ID Number/Business Registration Number” function ................Monday, 20 May Despatch/Collection of HK eIPO White Form e-Auto Refund payment instructions/refund cheques in respect of wholly or partially successful applications if the final Offer Price is less than the price payable on application (if applicable) and wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before (Notes 6 to 8) ...................................Monday, 20 May Despatch/Collection of Share certificates on or before.................Monday, 20 May Dealings in the Shares on the Stock Exchange expected to commence on .................................9:00 a.m. on Tuesday, 21 May The application for the Hong Kong Offer Shares will commence on Tuesday, 30 April 2019 through Friday, 10 May 2019. Such time period is longer than the normal market practice of four days. The application monies (including brokerage fees, SFC transaction levy and Stock Exchange trading fee) will be held by the receiving bank on behalf of our Company and the refund monies, if any, will be returned to the applicant(s) without interest on Monday, 20 May 2019. Investors should be aware that the dealings in Shares on the Stock Exchange are expected to commence on Tuesday, 21 May 2019. Notes: 1. All times and dates refer to Hong Kong local time, except as otherwise stated. See “Structure of the Global Offering” in this prospectus for details of the structure of the Global Offering, including its conditions. 2. 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. and 12:00 noon on Friday, 10 May 2019, the application lists will not open on that day. See “How to apply for the Hong Kong Offer Shares – 10. Effect of bad weather on the opening of the application lists” in this prospectus for further details. 3. You will not be permitted to submit your application through the designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. 4. Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to “How to apply for the Hong Kong Offer Shares – 6. Applying by giving electronic application instructions to HKSCC via CCASS” in this prospectus. 5. The Price Determination Date is expected to be on or around Friday, 10 May 2019.