DEFINITIONS. Unless the context otherwise requires, the following expressions have the following meanings in this document.

Transcription

1 Unless the context otherwise requires, the following expressions have the following meanings in this document. Accountants Report the report of the Reporting Accountants dated, the text of which is set out in Appendix I to this document Aolang Electronics ( ) (Aolang Electronics (Shenzhen) Limited*), a wholly foreign owned enterprise established in the PRC with limited liability on 9 March 2012, which is an indirect wholly-owned subsidiary of our Company Arrangement the arrangement whereby at the request of some of our PRC customers, the payments in relation to the sales of imaging electronic components from ASD Technology to them were settled by way of cash deposits or bank transfers made to Mr. Lee s personal bank accounts in the PRC Articles or Articles of Association the amended and restated articles of association of our Company conditionally adopted by our sole Shareholder on to take effect upon commencement of trading of the Shares on, a summary of which is set out in Appendix IV to this document ASD Technology ASD Technology Limited ( ), a company incorporated in Hong Kong with limited liability on 25 March 2002, which is an indirect whollyowned subsidiary of our Company Board or Board of Directors the board of Directors business day any day (other than a Saturday, a Sunday or public holiday in Hong Kong) on which licensed banks in Hong Kong are generally open for normal banking business BVI the British Virgin Islands 11

2 Capitalisation Issue CCASS CCASS Clearing Participant CCASS Custodian Participant CCASS Investor Participant CCASS Operational Procedures CCASS Participant China or PRC close associate(s) Companies Law or Cayman Companies Law Companies Ordinance the issue of Shares to be made upon capitalisation of certain sums standing to the credit of the share premium account of our Company as referred to in Statutory and General Information Further information about our Company and our subsidiaries 3. Resolutions in writing of the sole Shareholder passed on the Central Clearing and Settlement System established and operated by HKSCC a person admitted to participate in CCASS as a direct clearing participant or general clearing participant a person admitted to participate in CCASS as a custodian participant a person admitted to participate in CCASS as an investor participant who may be an individual or joint individuals or a corporation the operational procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to the operations and functions of CCASS, as from time to time in force a CCASS Clearing Participant or a CCASS Custodian Participant or a CCASS Investor Participant the People s Republic of China, which for the purpose of this document excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan has the meaning ascribed to it under the the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) which took effect from 3 March 2014, as amended, supplemented or otherwise modified from time to time 12

3 Companies (Winding Up and Miscellaneous Provisions) Ordinance Company or our Company connected person(s) Controlling Shareholder(s) core connected person(s) Deed of Indemnity the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time ASD International Holdings Limited ( ) (formerly known as Advanced Research International Holdings Limited ( *)), an exempted company incorporated in the Cayman Islands on 16 December 2014 with limited liability has the meaning ascribed to it under the Mr. Lee, Ms. Kwok and On Hong Century has the meaning ascribed to it under the the deed of indemnity dated and executed by our Controlling Shareholders in favour of our Company, particulars of which are set out in Statutory and General Information Other Information 16. Estate duty, tax and other indemnities Deed of Non-competition the deed of non-competition undertaking dated and executed by our Controlling Shareholders in favour of our Company, a summary of the principal terms of which is set out in Relationship with Controlling Shareholders Deed of Non-Competition Director(s) EIT Law EU the director(s) of our Company Enterprise Income Tax Law of the PRC ( ) as adopted by the National People s Congress on 16 March 2007 and became effective on 1 January 2008 European Union 13

4 General Rules of CCASS the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures Grand Prospect Grand Prospect Power Limited ( ), a company incorporated in the BVI with limited liability on 7 November 2014, which is a direct wholly-owned subsidiary of our Company Group, our Group, we, our or us HK$, HKD or Hong Kong dollar(s) or cent(s) HKASs HKFRSs HKICPA HKSCC Hong Kong, HKSAR or HK our Company and its subsidiaries or, where the context so requires, in respect of the period before our Company became the holding company of its present subsidiaries, such subsidiaries as if they were our Company s subsidiaries at the relevant time, or the businesses acquired or operated by them or (as the case may be) their predecessors Hong Kong dollar(s) and cent(s), respectively, the lawful currency of Hong Kong Hong Kong Accounting Standards Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants Hong Kong Institute of Certified Public Accountants Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited the Hong Kong Special Administrative Region of the PRC 14

5 Independent Third Party(ies) an individual(s) or a company(ies) who or which is/are independent of and not connected with (within the meaning of the ) any directors, chief executives or substantial shareholders of our Company or any of its subsidiaries or any of their respective associates and not a connected person of our Company Ipsos or Industry Expert Ipsos Hong Kong Limited, an industry research consultant, an Independent Third Party Ipsos Report the industry expert report dated issued by Ipsos, details of which are set out in Industry Overview Kenxen Kenxen Limited ( ), a company incorporated in Hong Kong with limited liability on 6 September 2010, which was owned as to 100% by Independent Third Parties as at the Latest Practicable Date Latest Practicable Date 24 August 2015, being the latest practicable date prior to the printing of this document for ascertaining certain information contained herein the of the Shares on the date on which dealings in the Shares on first commence, which is expected to be on or about Memorandum or Memorandum of Association Mr. Lee the amended and restated memorandum of association of our Company adopted by our sole Shareholder on, as amended from time to time Mr. Lee Siu On ( ), our chief executive officer, an executive Director and one of our Controlling Shareholders Mr. Ng Mr. Ng Chun Sum ( ), a senior management member of our Group 15

6 Ms. Kwok Ms. Kwok Mei Foon ( ), our Chairlady and an executive Director, one of our Controlling Shareholders and the spouse of Mr. Lee new Shares to be offered by our Company for subscription at the under the On Hong Century On Hong Century Limited ( ), a company incorporated in the BVI with limited liability on 23 April 2014, which is owned as to 50% by Mr. Lee and 50% by Ms. Kwok and one of our Controlling Shareholders the conditional by the Underwriters on behalf of our Company and the of the for cash at the, as further described in Structure and Conditions of the the final price per (exclusive of brokerage, SFC transaction levy and Stock Exchange trading fee payable thereon) which will be not more than HK$ per and is expected to be not less than HK$ per, such price is to be fixed on the Price Determination Date PRC Legal Advisers Predecessor Companies Ordinance Price Determination Agreement the Shares (comprising to be offered by our Company and to be offered by the ) being offered for subscription by our Company and offered for sale by the at the under the Global Law Office, the legal advisers of our Company as to PRC law the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as in force from time to time before 3 March 2014 the agreement to be entered into between the Sole Lead Manager (for itself and on behalf of the Underwriters) and our Company (for itself and on behalf of the ) on the Price Determination Date to fix and record the 16

7 Price Determination Date Reorganisation Reporting Accountants RMB or Renminbi the date, expected to be on or before, or such later date as the Sole Lead Manager (for itself and on behalf of the Underwriters) and our Company (for itself and on behalf of the ) may agree, on which the will be fixed for the purposes of the the corporate reorganisation arrangements undergone by our Group in preparation for the, details of which are set out in History, Reorganisation and Corporate Structure KPMG Renminbi yuan, the lawful currency of the PRC Shares to be offered by the for sale at the under the SFC SFO Share(s) Share Option Scheme Shareholder(s) On Hong Century, the particulars of which are set out in Statutory and General Information Other Information 24. Particulars of the the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended and supplemented from time to time ordinary shares of HK$0.01 each in the share capital of our Company the share option scheme conditionally approved and adopted by our Company on, the principal terms of which are summarised in Statutory and General Information Other Information 15. Share Option Scheme the holders of the Shares 17

8 Shenzhen Yunxu (Shenzhen Yunxu Trading Limited*), a wholly foreign owned enterprise established in the PRC with limited liability on 15 April 2013, wholly-owned by Mr. Lee and was in the process of deregistration as at the Latest Practicable Date Sole Bookrunner or Sole Lead Manager or Sponsor or Quam Capital sq.m. or m 2 Stock Exchange subsidiary or subsidiaries, a licensed corporation permitted to carry out type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO, being the sole bookrunner and sole lead manager to the Quam Capital Limited, a licensed corporation permitted to carry out type 6 (advising on corporate finance) regulated activity under the SFO, being the sponsor to the square metre The Stock Exchange of Hong Kong Limited has the meaning ascribed to it under the Companies Ordinance Systech Electronics Systech Electronics Limited ( ), a company incorporated in Hong Kong with limited liability on 17 September 2003, which is an indirect wholly-owned subsidiary of our Company Takeovers Code the Codes on Takeovers and Mergers and Share Buybacks, as amended, supplemented or otherwise modified from time to time Track Record Period the period comprising the three financial years ended 31 March 2015 Underwriters the underwriters of the named in Underwriting Underwriters 18

9 Underwriting Agreement the conditional underwriting agreement dated entered into by, among others, our Company, the, our executive Directors, our Controlling Shareholders, the Sponsor, the Sole Lead Manager and the Underwriters, brief particulars of which are summarised in Underwriting U.S. or USA the United States of America US$ or USD or US dollars United States dollars, the lawful currency of the U.S. Wenxingjin Management ( ) (Wenxingjin Management Consulting (Shenzhen) Limited*), a wholly foreign owned enterprise established in the PRC with limited liability on 17 July 2015, which is owned as to 50% by Mr. Lee and 50% by Ms. Kwok % per cent. Unless otherwise specified, for the purpose of this document and for the purpose of illustration only, Hong Kong dollar amounts have been translated using the following rates: HK$7.80 : US$1.00; and HK$1.00 : RMB0.826 No representation is made that any amounts in HK$, US$ or RMB were or could have been converted at the above rate or at any other rates or at all. In this document, the terms associate, close associate, connected person, core connected person, connected transaction, controlling shareholder, substantial shareholder and significant shareholder shall have the meanings given to such terms in the, unless the context otherwise requires. Certain amounts and percentage figures included in this document have been subject to rounding adjustment. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them. If there is any inconsistency between the Chinese names of entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. The English translation of company names in Chinese or another language which are marked with * and the Chinese translation of company names in English which are marked with * is for identification purpose only. 19