DEFINITIONS. In this prospectus, unless the context otherwise requires, the following expressions have the following meanings:

Transcription

1 In this prospectus, unless the context otherwise requires, the following expressions have the following meanings: Anstalt Pacific associate(s) Beijing Sunway Beijing Wetech Brilliant Time Capitalisation Issue CCASS Cisco CLB CL Investments Anstalt Pacific Techvest Inc., which is beneficially wholly owned by Lam Soon (Hong Kong) Limited, the shares of which are listed on the Main Board has the meaning ascribed to it in the GEM Listing Rules Beijing Sunway Sanxinglong Business Co. Ltd., an independent software company based in the PRC Beijing Wetech Data System Co. Ltd., an independent software company based in the PRC Brilliant Time Limited, a company incorporated in the British Virgin Islands and wholly owned by Mr. Lee the issue of Shares to be made upon capitalisation of certain sums standing to the credit of the share premium account of the Company as referred to in the paragraph headed Resolutions of sole Shareholder of the Company passed on 2nd June, 2000 in Appendix IV to this prospectus the Central Clearing and Settlement System established and operated by Hongkong Clearing Cisco Systems Inc., or where the context so requires its associated companies, whose business include the provision of networking solutions for the Internet CL Computers System (Beijing) Co., Ltd., a wholly foreign-owned enterprise established in the PRC and an indirectly wholly-owned subsidiary of the Company CL Investments Limited, which is deemed to be owned as to 37.5% by Mr. Fung and as to 37.5% by Mr. Lo, and is beneficially owned as to 20% by Mr. Chan Kin Wah, Charles and as to 5% by Mr. Wong Siu Sik, Alex 10

2 CLIH CLIH Group CLSH Companies Law Companies Ordinance Company Director(s) F-Secure GEM GEM Listing Rules Group Hong Kong or SAR Hong Kong Government Hongkong Clearing CL International Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and an associate of Anstalt Pacific and CL Investments CLIH and its subsidiaries CL Strategic Holdings Limited, a company incorporated in the British Virgin Islands and owned as to 50% by Anstalt Pacific and 50% by CL Investments Companies Law (Revised) of the Cayman Islands the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) Computech Holdings Limited, a company incorporated in the Cayman Islands with limited liability the director(s) of the Company F-Secure Corporation, a leading developer of centrally managed, widely distributed security solution provider based in Finland. F-Secure Corporation offers a full range of award-winning, integrated anti-virus, file encryption and VPN solutions for workstations, servers and gateway The Growth Enterprise Market of the Stock Exchange the Rules Governing the Listing of Securities on The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC the government of Hong Kong Hong Kong Securities Clearing Company Limited 11

3 IBM Informix Initial Management Shareholders Latest Practicable Date Main Board Mr. Fung Mr. Lee Mr. Lo Mr. Tang Mr. Yip NCR International Business Machines Corporation, or where the context so requires, its associated companies whose business include the creation, development and manufacture of most advanced information technologies computer systems, software, networking systems storage devices and microelectronics in the information technology industry Informix Software, Inc., or where the context so requires, its associated companies, is one of the leading providers on database management technology Brilliant Time, Mr. Lee, CLSH, CL Investments, Mr. Fung, Mr. Lo, Mr. Yip, Mr. Tang and Mr. Cheung Tung 2nd June, 2000 being the latest practicable date prior to the printing of this prospectus for ascertaining certain information contained therein the securities market operated by the Stock Exchange prior to the establishment of the GEM (excluding the options market) and which securities market continues to be operated by the Stock Exchange in parallel with GEM Mr. Fung Pak Chuen, Alphonso, a non-executive Director Mr. Lee Man Lung, Vincent, a Director Mr. Richard Lo, a non-executive Director Mr. Tang Chi Lap, a Director Mr. Yip Tai Chee, Alick, a Director NCR Corporation, or where the context so requires, its associated companies, whose business include the provision of information technology hardware, software and consulting and support services 12

4 Placing Placing Price Placing Shares PRC Relevant Lock-Up Period Relevant Securities Reorganisation SDI Ordinance Securities Ordinance Share Option Scheme Shares Shareholder Stock Exchange Substantial Shareholders the conditional placing of the Placing Shares at the Placing Price with certain investors as further described in the section headed Information about this prospectus and the Placing HK$0.50 per Placing Share the 60,000,000 new Shares being offered for subscription under the Placing People s Republic of China, but for the purposes of this prospectus and for geographical reference only, excluding Hong Kong, Macau and Taiwan the period commencing on the date on which dealings in Shares first commence on GEM and ending six months thereafter has the meaning ascribed thereto in Rule of the GEM Listing Rules the reorganisation of the group of companies comprising the Group completed on 3rd June, 2000, which is more particularly described in the paragraph headed Corporate Reorganisation in Appendix IV to this prospectus the Securities (Disclosure of Interests) Ordinance (Chapter 396 of the Laws of Hong Kong) the Securities Ordinance (Chapter 333 of the Laws of Hong Kong) the share option scheme conditionally adopted by the Company on 2nd June, 2000, the principal terms of which are summarised in the paragraph headed Share Option Scheme in Appendix IV to this prospectus. shares of nominal value HK$0.10 each in the capital of the Company holder of the Shares The Stock Exchange of Hong Kong Limited Anstalt Pacific, CL Investments, CLSH and Brilliant Time 13

5 Sybase Underwriters Underwriting Agreement US or USA or United States Vasco Vickers or Sponsor HK$ and cents RMB or Renminbi US$ or US dollar WTO sq.ft and sq.m. Sybase Inc., or where the context so requires, its associated companies, which is engaged in database management technology Vickers and Times Securities Company Limited the underwriting and placing agreement dated 8th June, 2000 entered into between, inter alia, the Company, the Underwriters, the executive Directors and certain existing Shareholders relating to the Placing the United States of America Vasco Data Security International, Inc., is a company engaged in the provision of information security solutions Vickers Ballas Capital Limited, an investment adviser registered under the Securities Ordinance, Chapter 333 of the Laws of Hong Kong Hong Kong dollars and cents, respectively, the lawful currency of Hong Kong the lawful currency of the PRC other than Hong Kong the lawful currency of the United States of America World Trade Organisation square feet and square metres, respectively % per cent. Unless otherwise specified in this prospectus, amounts denominated in US dollars have been translated, for the purpose of illustration only, into Hong Kong dollars at a rate of HK$7.75=US$1.00. No representation is made that any amounts in US$ or HK$ could have been or could be converted at the above rate or at any other rates or at all. If there is any inconsistency between the Chinese names of the PRC entities mentioned in this prospectus and their English translations, the Chinese versions shall prevail. 14