i-Cont 超智能控股有限公司 (Incorporated in the Cayman Islands with limited liability) r ol Holdings Limited i-Control Holdings Limited 超智能控股有限公司 (Incorporated in the Cayman Islands with limited liability) 超智能控股有限公司 Holdings Limited i-Control Transfer from GEM to the Main Board Stock Code on Main Board: 1402 Stock Code on GEM: 8355 Joint Sponsors i-Control Holdings Limited 超智能控股有限公司 （於開曼群島註冊成立之有限公司） IMPORTANT If you are in any doubt about this listing document, you should obtain independent professional advice. i-Control Holdings Limited 超智能控股有限公司 (incorporated in the Cayman Islands with limited liability) Stock Code on Main Board : 1402 Stock Code on GEM : 8355 TRANSFER FROM GEM TO THE MAIN BOARD of the whole of the issued share capital comprising 1,000,000,000 ordinary shares of par value of HK$0.01 each on THE STOCK EXCHANGE OF HONG KONG LIMITED Joint Sponsors 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 listing document, 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 listing document. This listing document is published in connection with the transfer of i-Control Holdings Limited’s listing from GEM to the Main Board of the Stock Exchange and contains particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) for the purpose of giving information with regard to our Company and subsidiaries. This listing document does not constitute an offer of, nor is it calculated to invite offers for, Shares or other securities of our Company, nor have any such Shares or other securities been allotted with a view to any of them being offered for sale to or subscription by members of the public. No new Shares will be allotted or issued in connection with, or pursuant to, this listing document. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this listing document, including the risk factors set out in ‘‘Risk factors’’ in this listing document. 13 December 2019 EXPECTED TIMETABLE LastdayofdealingsinSharesonGEMon ...............................17December2019 DealingsinSharesonMainBoardtocommenceat9:00a.m.on..................18December2019 The Shares have been accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from 27 May 2015, the date on which the Shares were listed on GEM. Subject to the continued compliance with the stock admission requirements of HKSCC, the Shares will continue to be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS once dealings in the Shares on the Main Board commence, and that all activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. The last day of dealings in the Shares on GEM (Stock Code: 8355) will be 17 December 2019. Dealings in the Shares on the Main Board will commence at 9:00 a.m. on 18 December 2019. The Shares will be traded on the Main Board under the new stock code: 1402 following the Main Board Transfer. No change will be made to the English and Chinese stock short names of the Company. The Main Board Transfer will have no effect on the existing share certificates in respect of the Shares which will continue to be good evidence of legal title and be valid for delivery, trading, settlement and registration purposes, and will not involve any transfer or exchange of the existing share certificates. Currently, the Shares are traded in a board lot of 10,000 Shares each and are traded in Hong Kong dollars. The principal share registrar and transfer office of the Company is Estera Trust (Cayman) Limited and the Hong Kong branch share registrar and transfer office of the Company is Tricor Investor Services Limited. No change will be made to the board lot size, the trading currency of the Shares and the abovementioned share registrars and transfer offices of the Company following the Main Board Transfer. – i – CONTENTS IMPORTANT NOTICE You should rely only on the information contained in this listing document to make your investment decision. We have not authorised anyone to provide you with information that is different from what is contained in this listing document. Any information or representation not made in this listing document must not be relied on by you as having been authorized by us, our Directors, the Joint Sponsors, any of their respective directors or any other persons or parties involved in the Main Board Transfer. EXPECTED TIMETABLE .................................................................... i CONTENTS ................................................................................. ii SUMMARY ................................................................................. 1 DEFINITIONS .............................................................................. 11 GLOSSARY OF TECHNICAL TERMS ........................................................ 18 FORWARD-LOOKING STATEMENTS ....................................................... 20 RISK FACTORS ............................................................................. 21 INFORMATION ABOUT THIS LISTING DOCUMENT AND THE MAIN BOARD TRANSFER ... 33 DIRECTORS AND PARTIES INVOLVED IN THE MAIN BOARD TRANSFER .................. 35 CORPORATE INFORMATION ............................................................... 39 INDUSTRY OVERVIEW ..................................................................... 41 REGULATORY OVERVIEW ................................................................. 51 HISTORY AND GROUP STRUCTURE ........................................................ 60 BUSINESS .................................................................................. 71 DIRECTORS AND SENIOR MANAGEMENT .................................................. 111 SHARE CAPITAL ........................................................................... 139 SUBSTANTIAL SHAREHOLDERS ........................................................... 144 RELATIONSHIP WITH CONTROLLING SHAREHOLDERS ................................... 145 CONNECTED TRANSACTIONS .............................................................. 149 FINANCIAL INFORMATION ................................................................ 151 – ii – CONTENTS APPENDIX I – ACCOUNTANTS’ REPORT ............................................... I-1 APPENDIX II – UNAUDITED PRO FORMA FINANCIAL INFORMATION .................. II-1 APPENDIX III – UNAUDITED INTERIM FINANCIAL INFORMATION ..................... III-1 APPENDIX IV – PROPERTY VALUATION REPORT ....................................... IV-1 APPENDIX V – SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW ............................. V-1 APPENDIX VI – GENERAL INFORMATION .............................................. VI-1 APPENDIX VII – DOCUMENTS AVAILABLE FOR INSPECTION ........................... VII-1 – iii – SUMMARY This summary gives you an overview of the information contained in this listing document. Since it is only a summary, it does not contain all the information that may be important to you. You should read this listing document in its entirety. BUSINESS OVERVIEW We are a Hong Kong-based service provider of video conferencing and multimedia audiovisual (hereinafter ‘‘VCMA’’) solution services and VCMA maintenance services. The provision of VCMA solution services is our dominant service, which accounted for approximately 90.0%, 90.9%, 91.3% and 87.5% of our total revenue for the three years ended 31 March 2019 and the three months ended 30 June 2019, respectively. We set up our business in 1987 and have been in operation for over 32 years. Our key operations generally range from (i) consultation and design; (ii) project management and installation; to (iii) maintenance. According to the Ipsos Report, we accounted for approximately 12.1% of the total estimated revenue in respect of the VCMA solution industry in Hong Kong in 2018 and ranked second in the industry in Hong Kong by the same benchmark. We undertake projects in both the public and private sectors. Our revenue attributable to projects in the public sector accounted for approximately 17.2%, 15.2%, 13.7% and 12.0% of our total revenue for the three years ended 31 March 2019 and the three months ended 30 June 2019, respectively. Our clients comprise a leading global operator of exchanges and clearing houses in Hong Kong, an international property developer, multi-national enterprises, listed companies, financial services firms, institutions of tertiary education and various contractors during the Track Record Period. Our largest market is Hong Kong, which accounted for approximately 84.5%, 91.8%, 96.9% and 98.8% of our total revenue for the three years ended 31 March 2019 and the three months ended 30 June 2019 respectively. We also had clients based in the PRC, Singapore and Macau during the Track Record Period. Our suppliers include local distributors of VCMA equipment in Hong Kong and overseas manufacturers and distributors headquartered in the United States, Singapore and Japan. As at the Latest Practicable Date, we were the authorised seller for 7 of our VCMA