TCL MULTIMEDIA TECHNOLOGY HOLDINGS LIMITED TCL 多媒體科技控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 01070)
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THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS (IF ANY) ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this Prospectus or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your Shares, you should at once hand the Prospectus Documents to the purchaser(s) or the transferee(s) or to the bank, the licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). A copy of each of the Prospectus Documents, together with a copy of the documents specified in the section headed “Documents delivered to the Registrar of Companies” in Appendix III to this Prospectus, has been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Registrar of Companies in Hong Kong, the Stock Exchange and the SFC take no responsibility as to the contents of any of these documents. You should read the whole of this Prospectus including the discussions of certain risks and other factors as set out in the section headed “WARNING OF THE RISKS OF DEALING IN SHARES AND NIL PAID RIGHTS” of this Prospectus. Subject to the granting of approval for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in their nil-paid and fully-paid forms on the Stock Exchange. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. You should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests. Shareholders with registered addresses in any territory or jurisdiction outside of Hong Kong and Beneficial Owners (as defined herein) who are resident in any territory or jurisdiction outside of Hong Kong are referred to the important information set out in the sections headed “LETTER FROM THE BOARD – II. RIGHTS ISSUE – 5. Non- Qualifying Shareholders”. For the entitlement of the PRC Southbound Trading Investors to participate in the Rights Issue, please refer to the section headed “LETTER FROM THE BOARD – II. RIGHTS ISSUE – 6. PRC Southbound Trading Investors” in this Prospectus. Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC 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. The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, (the “U.S. Securities Act”) or the laws of any state in the United States, and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state laws. There is no intention to register any portion of the rights issue or any securities described herein in the United States or to conduct a public offering of securities in the United States. Distribution of this Prospectus into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this Prospectus comes should inform themselves of and observe any such restrictions. This Prospectus is not for release, publication or distribution, directly or indirectly, in or into the United States. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the Rights Shares in their nil-paid or fully-paid form or to take up any entitlements to the Rights Shares in their nil-paid or fully-paid form in any jurisdiction in which such an offer or solicitation is unlawful. The Prospectus will not been registered or filed under any applicable securities or equivalent legislation of any jurisdictions other than (i) Hong Kong and (ii) the PRC (in accordance with the notice of China Securities and Regulatory Commission “Filing Requirements for Hong Kong Listed Issuers Making Rights Issues to Mainland Shareholders through Mainland- Hong Kong Stock Connect” (Announcement [2016] No. 21). No action has been taken to permit the offering of the Rights Shares, or the distribution of the Prospectus Documents in any territory or jurisdiction outside of Hong Kong. TCL MULTIMEDIA TECHNOLOGY HOLDINGS LIMITED TCL 多媒體科技控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01070) RIGHTS ISSUE OF 582,544,371 RIGHTS SHARES AT THE SUBSCRIPTION PRICE OF HK$3.46 PER RIGHT SHARE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY THREE EXISTING SHARES HELD ON THE RECORD DATE Sole Global Coordinator, Sole Bookrunner and Sole Underwriter The Shares have been dealt in on an ex-rights basis since Monday, 18 December 2017. Dealings in the Rights Shares in their nil-paid form are expected to take place from Tuesday, 2 January 2018 to Tuesday, 9 January 2018 (both days inclusive). Any person contemplating buying or selling the Shares from now up to the date on which all conditions of the Rights Issue are fulfilled and any dealings in the Rights Shares in their nil-paid form between Tuesday, 2 January 2018 to Tuesday, 9 January 2018 (both days inclusive) will bear the risk that the Rights Issue may not become unconditional or may not proceed. Shareholders and potential investors should therefore exercise caution when dealing in the Shares or the Rights Shares in their nil-paid form. If they are in doubt about their position, they should consult their professional advisers. The latest time for acceptance of and payment for the Rights Shares is 4:00 p.m. on Friday, 12 January 2018. The procedures for acceptance and payment and/or transfer of the Rights Shares in their nil-paid form are set out in the “LETTER FROM THE BOARD – II. RIGHTS ISSUE – 9. Procedures for Acceptance or Transfer” of this Prospectus. It should be noted that the Underwriting Agreement in respect of the Rights Issue contains provisions granting the Underwriter the right to terminate the Underwriting Agreement if certain events happen at any time prior to the Latest Time for Termination. For further details, please refer to the section headed “LETTER FROM THE BOARD – UNDERWRITING ARRANGEMENTS FOR THE RIGHTS ISSUE – 3. Termination of the Underwriting Agreement” as set out on pages 38 to 40 of this Prospectus. In addition, the obligations of the Underwriter under the Underwriting Agreement are conditional on the conditions set out in the paragraph headed “LETTER FROM THE BOARD – III. UNDERWRITING ARRANGEMENTS FOR THE RIGHTS ISSUE – 2. Conditions of the Rights Issue and the Underwriting Agreement” of this Prospectus being fulfilled or waived (as applicable). 28 December 2017 NOTICES The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional and not being terminated. If the Rights Issue does not proceed, a further announcement will be made by the Company at the relevant time. It should also be noted that the Shares have been dealt on an ex-rights basis since Monday, 18 December 2017 and that the Rights Shares are expected to be dealt in their nil-paid form from Tuesday, 2 January 2018 to Tuesday, 9 January 2018 (both days inclusive). Such dealings will take place when the conditions of the Rights Issue remain unfulfilled. Any person dealing in the securities of the Company up to the date on which such conditions are fulfilled or waived and any person dealing in the Nil Paid Rights from Tuesday, 2 January 2018 to Tuesday, 9 January 2018 (being the first and last day of dealings in the Nil Paid Rights respectively) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Any person dealing or contemplating any dealing in the securities of the Company and/or the Rights Shares in their nil-paid form during this period who is in any doubt about his or her position is recommended to consult his or her own professional advisor. EXCEPT AS OTHERWISE SET OUT HEREIN, THE RIGHTS ISSUE DESCRIBED IN THIS PROSPECTUS IS NOT BEING MADE TO SHAREHOLDERS, BENEFICIAL OWNERS OR INVESTORS IN ANY TERRITORY OR JURISDICTION OUTSIDE OF HONG KONG This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the Nil Paid Rights or fully-paid Rights Shares or to take up any entitlements to the Nil Paid Rights or fully-paid Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful. None of the Nil Paid Rights, the fully-paid Rights Shares or the Prospectus Documents will be registered or filed under the securities laws of any of the territory or jurisdiction outside of Hong Kong and none of the Nil Paid Rights, the fully-paid Rights Shares or the Prospectus Documents will qualify for distribution under any of the relevant securities laws of any territory or jurisdiction outside of Hong Kong (other than pursuant to any applicable exceptions as agreed by the Company).