IMPORTANT IMPORTANT: If you are in any doubt about the contents of this prospectus, you should obtain independent professional advice. Asiaray Media Group Limited 雅仕維傳媒集團有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares : 110,000,000 Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 11,000,000 Shares (subject to reallocation) Number of International Placing Shares : 99,000,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$7.02 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application and subject to refund) Nominal value : HK$0.10 per Share Stock code : 1993 Sole Sponsor Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager 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 the 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 V – Documents Delivered to the Registrar of Companies and Available for Inspection”, 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. 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 documents referred to above. See “Risk Factors” for a discussion of certain risks that you should consider before investing in the Shares. Before making an investment decision, prospective investors should consider carefully all information set out in this prospectus. The Offer Price is expected to be fixed by agreement between the Sole Global Coordinator (for itself and on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or about Wednesday, 7 January 2015 and, in any event not later than Tuesday, 13 January 2015. The Offer Price will not be more than HK$7.02 per Offer Share and is currently expected to be not less than HK$5.85 per Offer Share, unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, upon application, the maximum Offer Price of HK$7.02 for each Hong Kong Offer Share together with a brokerage fee of 1%, a SFC transaction levy of 0.0027% and a Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$7.02 per Offer Share. If, for any reason, the Offer Price is not agreed by Tuesday, 13 January 2015 between the Sole Global Coordinator (for itself and on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. The obligations of the Hong Kong Underwriter under the Hong Kong Underwriting Agreement are subject to termination by the Sole Global Coordinator (for itself and on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed “Underwriting” in this prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold, pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. 31 December 2014 EXPECTED TIMETABLE We will issue an announcement in Hong Kong to be published in South China Morning Post (in English), Hong Kong Economic Times (in Chinese), the website of our Company at www.asiaray.com and the website of the Stock Exchange at www.hkexnews.hk if there is any change in the following expected timetable of the Hong Kong Public Offering. Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(2) ...............11:30 a.m. on Wednesday, 7 January 2015 Application lists open(3) ....................11:45 a.m. on Wednesday, 7 January 2015 Latest time to lodge WHITE and YELLOW Applications Forms and give electronic application instructions to HKSCC(4) ................12:00 noon on Wednesday, 7 January 2015 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s)................12:00 noon on Wednesday, 7 January 2015 Application lists close(3) ...................12:00 noon on Wednesday, 7 January 2015 Expected Price Determination Date(5) .....................Wednesday, 7 January 2015 (1) Announcement of the Offer Price, the level of indications of interest in the International Placing, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares to be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) on or before..................................Wednesday, 14 January 2015 (2) Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available as described in the section headed “How to Apply for the Hong Kong Offer Shares – Publication of Results” of this prospectus..........Wednesday, 14 January 2015 (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk(6) and our Company’s website at www.asiaray.com from........Wednesday, 14 January 2015 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function from ...................Wednesday, 14 January 2015 Despatch of Share certificates on or before(7) ..............Wednesday, 14 January 2015 –i– EXPECTED TIMETABLE Despatch of White Form e-Refund payment instructions and refund cheques on or before(8) ........................Wednesday, 14 January 2015 Dealings in the Shares on the Stock Exchange to commence on ....................................Thursday, 15 January 2015 Notes: (1) All dates and times refer to Hong Kong local dates and times, unless otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure of the Global Offering” of this prospectus. (2) You will not be permitted to submit your application through the White Form eIPO Service through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained a payment reference number from the designated website prior to 11:30 a.m. on the last day for submitting applications, 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. (3) If there is a “black” rainstorm warning or a tropical cyclone warning signal numbered eight or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, 7 January 2015, the application lists will not open and close on that day. Further information is set out in the section headed “How to Apply for the Hong Kong Offer Shares – Effect of Bad Weather on the Opening of the Application Lists” of this prospectus. If the application lists do not open and close on Wednesday, 7 January 2015, the dates mentioned in this section may be affected. An announcement will be made by us in such event. (4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed “How to Apply for the Hong Kong Offer Shares – Applying by Giving Electronic Application Instructions to HKSCC via CCASS” of this prospectus. (5) We expect to determine the Offer Price by agreement with the Sole Global Coordinator (for itself on behalf of the Underwriters) on the Price Determination Date. The Price Determination Date is expected to be on or around Wednesday, 7 January 2015 and, in any event, no later than Tuesday, 13 January 2015. If, for any reason, the Offer Price is not agreed between the Sole Global Coordinator (for itself on behalf of the Underwriters) and us by Tuesday, 13 January 2015, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. (6) The announcement will be available for viewing on the “IPO Allotment Results” page on the Stock Exchange’s website at www.hkexnews.hk. (7) Share certificates for the Hong Kong Offer Shares are expected to be issued on or before Wednesday, 14 January 2015 but will only become valid certificates of title if: (i) the Global Offering has become unconditional in all respects; and (ii) neither of the Underwriting Agreements has been terminated in accordance with their respective terms at any time prior to 8:00 a.m. on the Listing Date, which is expected to be Thursday, 15 January 2015. Investors who trade Shares on the basis of publicly available allocation details or prior to the receipt of Share certificates or prior to the Share certificates becoming valid certificates of title do so entirely at their own risk.