CMON Limited (incorporated in the Cayman Islands with limited liability) Stock Code: 8278 CMON Limited CMON CMON Limited PLACING SOLE SPONSOR SOLE BOOKRUNNER AND SOLE LEAD MANAGER CMON Cover IPO-OP.indd 1 22/11/16 上午11:32 IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. CMON LIMITED (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 Number of Placing Shares : 323,000,000 Placing Shares (comprising 306,000,000 New Shares and 17,000,000 Sale Shares, subject to the Offer Size Adjustment Option) Placing Price : HK$0.23, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full upon application in Hong Kong dollars and subject to refund) Nominal Value : HK$0.00005 per Share Stock Code : 8278 Sole Sponsor 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 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 section headed ‘‘Documents Delivered to the Registrar of Companies and Available for Inspection’’ as set out in Appendix V to 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 as to the contents of this prospectus or any other documents referred to above. Prospective investors should read the entire document carefully and, in particular, should consider the matters discussed in the section headed ‘‘Risk Factors’’ in this prospectus. The obligations of the Underwriter under the Underwriting Agreement to subscribe for and to procure placees for the subscription for and/or purchase of the Placing Shares, are subject to termination by the Sole Sponsor and the Sole Bookrunner (for itself and on behalf of the Underwriter) upon the occurrence of any of the events set forth in the paragraph headed ‘‘Underwriting — Underwriting Arrangements and Expenses — Grounds for termination’’ of this prospectus at any time prior to 8: 00 a.m. (Hong Kong time) on the Listing Date. 25 November 2016 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. 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. GEM-listed companies are not generally required to issue paid announcements in a gazetted newspaper. Accordingly, prospective investors should note that they need to have access to the website of the Stock Exchange at www.hkexnews.hk in order to obtain up-to-date information on GEM-listed issuers. –i– EXPECTED TIMETABLE If there is any change to the below expected timetable, the Company will issue an announcement to be published on the website of the Stock Exchange at www.hkexnews.hk. Date (Note 1) Announcement of the level of indication of interest in the Placing to be published (i) on the website of the Stock Exchange at www.hkexnews.hk; and (ii) on the Company’s website (Note 2) athttp://cmon.comonorbefore ................. Thursday,1December 2016 Allotment of Placing Shares to placees on or before . Thursday, 1 December 2016 Deposit of share certificates for the Placing Shares into CCASS on or before (Notes 3 and 4) ........... Thursday,1December 2016 Dealings in the Shares on GEM to commence at 9: 00 a.m. on (Note 4) ..........................Friday,2December 2016 Notes: 1. In this prospectus, unless otherwise stated, all times and dates refer to Hong Kong local times and dates. 2. Neither the Company’s website nor any of the information contained on the Company’s website forms part of this prospectus. 3. The share certificates for the Placing Shares allotted and issued to in the name of HKSCC Nominees Limited (as instructed by the placees) are expected to be deposited directly into CCASS on or before Thursday, 1 December 2016 for credit to the respective CCASS Participants’ or the CCASS Investor Participants’ stock accounts designated by the Sole Bookrunner (for itself and on behalf of the Underwriter), the placees or their agents (as the case may be). No temporary documents or evidence of title will be issued by the Company. 4. All share certificates for the Placing Shares will only become valid certificates of title when the Placing has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its terms at any time prior to 8: 00 a.m. on the Listing Date. If the Placing does not become unconditional or the Underwriting Agreement is terminated in accordance with its terms, the Company will make an announcement on the website of the Stock Exchange at www.hkexnews.hk and on the Company’s website at http://cmon.com as soon as possible. No dealing in the Placing Shares should take place prior to the Listing Date, investors who trade the Shares prior to such date shall do so entirely at their own risk. For details of the structure of the Placing, including its conditions thereto, are set out in the section headed ‘‘Structure and Conditions of the Placing’’ in this prospectus. –ii– CONTENTS Page CHARACTERISTICS OF GEM .................................................. i EXPECTED TIMETABLE ........................................................ ii CONTENTS ...................................................................... iii SUMMARY ....................................................................... 1 DEFINITIONS .................................................................... 15 GLOSSARY ...................................................................... 27 FORWARD-LOOKING STATEMENTS .......................................... 30 RISK FACTORS .................................................................. 32 WAIVERS FROM STRICT COMPLIANCE WITH THE GEM LISTING RULES ........................................... 46 INFORMATION ABOUT THIS PROSPECTUS AND THE PLACING .......... 50 DIRECTORS AND PARTIES INVOLVED IN THE PLACING .................. 54 CORPORATE INFORMATION .................................................. 57 INDUSTRY OVERVIEW ......................................................... 59 REGULATORY OVERVIEW ..................................................... 80 HISTORY AND CORPORATE STRUCTURE .................................... 93 BUSINESS ........................................................................ 118 RELATIONSHIP WITH CONTROLLING SHAREHOLDERS ................... 185 CONNECTED TRANSACTIONS ................................................. 193 DIRECTORS AND SENIOR MANAGEMENT ................................... 194 SUBSTANTIAL SHAREHOLDERS .............................................. 205 SHARE CAPITAL ................................................................ 207 FINANCIAL INFORMATION .................................................... 210 STATEMENT OF BUSINESS OBJECTIVE AND USE OF PROCEEDS ......... 274 – iii – CONTENTS Page UNDERWRITING ................................................................ 282 STRUCTURE AND CONDITIONS OF THE PLACING ......................... 289 APPENDIX I — ACCOUNTANT’S REPORT .................................. I-1 APPENDIX II — UNAUDITED PRO FORMA FINANCIAL INFORMATION . II-1 APPENDIX III — SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW ........................................... III-1 APPENDIX IV — STATUTORY AND GENERAL INFORMATION ............. IV-1 APPENDIX V — DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES AND AVAILABLE FOR INSPECTION .V-1 –iv– SUMMARY This summary aims to give you an overview of the information contained in this prospectus. As it is a summary, it does not contain all the information that may be important to you and is qualified in its entirety by, and should be read in conjunction with, the full text of this prospectus. You should read the whole document before you decide to invest in the Placing Shares. There are risks associated with any investment. Some of the particular risks in investing in the Placing Shares are set forth in the section headed ‘‘Risk Factors’’ in this prospectus. You should read that section carefully before you decide to invest in the Placing Shares. OVERVIEW We are a fast growing hobby