E 8043Pro-20010612.Pdf
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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. App1A1 ERA INFORMATION & ENTERTAINMENT LIMITED Co 3rd Sch 29 Ala 29(1) (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 Co 3rd Sch 2 Ala15(1) Number of Placing Shares : 80,000,000 Shares, comprising (3)(c) 58,000,000 New Shares, and 22,000,000 Sale Shares (subject to Over-allotment Option) Offer Price : not more than HK$1.10 per Share Nominal value : HK$0.01 each Stock code : 8043 Sponsor and Manager REXCAPITAL (Hong Kong) Limited Lead Underwriter TingKong-RexCapital Securities International Limited Underwriters CEF Capital Limited Chow Sang Sang Securities Limited Get Nice Capital Limited GC Capital (Asia) Limited HT Securities Limited KGI Asia Limited Kingsway SW Securities Limited Pacific Challenge Capital Limited SBI E2-Capital Securities Limited Sun Hung Kai International Limited Vickers Ballas Capital Limited The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the Rule 14.04 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 “Documents delivered to Co S342C the Registrar of Companies” in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required under Section 342C of the Companies 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 as to the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be fixed by agreement between Rexcapital, on behalf of the Underwriters, the Company and the Vendor at or before 5:00 p.m. on 18th June, 2001 or such later time as may be agreed between the parties, but in any event, no later than 5:00 p.m. on 19th June, 2001. The Offer Price will be not more than HK$1.10 per Share and is expected to be not less than HK$0.80 per Share although Rexcapital, on behalf of the Underwriters, the Company and the Vendor may agree a lower price. If Rexcapital, on behalf of the Underwriters, the Company and the Vendor are unable to reach agreement on the Offer Price, the Placing will not proceed. 12th June, 2001 CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE Rule 14.05 STOCK 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 at www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers. —i— EXPECTED TIMETABLE 2001 DeterminationoftheOfferPriceonorbefore ...............5:00p.m.onMonday, 18th June Announcement of the Offer Price and the indication of the level of interests in the Placing to be published on the GEM website at www.hkgem.com and in the Hongkong iMail (in English) and the Hong Kong Economic Times (in Chinese) on or before ...........Friday,22nd June Allotment of New Shares and transfer of Sale Shares to placees on or before .........................................Tuesday,26thJune Despatch of Share certificates on or before (Note 2) .....................Tuesday 26th June Dealings in the Shares on GEM to commence on ........................Thursday, 28th June Notes: 1. All times refer to Hong Kong local time. Details of the structure of the Placing, including its conditions, are set out in the section headed “Structure of the Placing” in this prospectus. 2. The share certificates for the Placing Shares to be distributed via CCASS are expected to be deposited into CCASS on or about Tuesday, 26th June, 2001 for credit to the relevant CCASS participants’ stock accounts of the Underwriters, the placees or their agents (as the case may be). No temporary document of title will be issued. 3. Shares will be traded in board lot of 4,000 Shares. 4. If there is any change in the above timetable, a separate announcement will be made by the Company. — ii — CONTENTS You should rely only on the information contained in this prospectus to make your investment decision. Era Information & Entertainment Limited has not authorised anyone to provide you with information that is different from what is contained in this prospectus. Any information or representation not made nor contained in this prospectus must not be relied on by you as having been authorised by Era Information & Entertainment Limited, Rexcapital (as sponsor and manager), the Underwriters, any of their respective directors, or any other person involved in the Placing. Page Summary ................................................................ 1 Definitions ............................................................... 15 Glossary of technical terms .................................................. 20 Risk factors .............................................................. 24 Waivers in respect of the GEM Listing Rules and Companies Ordinance ............. 29 Information about this prospectus and the Placing ............................... 34 Directors ................................................................ 37 Parties involved in the Placing ............................................... 38 Corporate information ..................................................... 41 Industry overview ......................................................... 42 General overview of the Group History and development ................................................ 50 Group and shareholding structure .......................................... 51 Description of business .................................................. 52 The Group’s strength ................................................... 61 Technology and facilities infrastructure ..................................... 65 Licences and intellectual property rights ..................................... 66 Statement of active business pursuits .......................................... 68 Relationship with ERA Taiwan ............................................... 72 Statement of business objectives Marketpotential....................................................... 75 Business objective ..................................................... 76 Implementation plan .................................................... 79 Basis and assumptions .................................................. 82 Use of proceeds ....................................................... 83 — iii — CONTENTS Page Directors, senior management and employees Directors ............................................................ 85 Consultants ........................................................... 86 Senior management ..................................................... 86 Audit committee ....................................................... 87 Employees ........................................................... 87 Benefit schemes ....................................................... 88 Share Option Schemes .................................................. 88 Substantial, management and significant shareholders Substantial shareholders ................................................. 89 Initial Management Shareholders .......................................... 90 Significant Shareholder .................................................. 91 Undertakings ......................................................... 92 Share capital ............................................................. 94 Financial information Indebtedness .......................................................... 96 Liquidity, financial resources and capital structure ............................. 97 Trading record ........................................................ 99 Propertyinterests ...................................................... 101 Dividends ...........................................................