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Brightstar Technology Group Co., Ltd — Capital/Financing Update 2017
May 31, 2017
51450_rns_2017-05-30_c79619a8-2bbc-4882-9514-08896f4f0c6a.pdf
Capital/Financing Update
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LimitedUnlessmeaningsotherwise(theas those“ Company defined,defined”) indatedtermsthe prospectus31andMayexpressions2017.(the “ Prospectus used in this”) ofannouncementIn Technical Productionsshall have theHoldingssame
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility for the contents of this announcement, 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 announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus carefully for detailed information about the Company and the Share Offer described in this announcement before deciding whether or not to invest in the Offer Shares thereby being offered.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Offer Shares have not been and will not be registered under the US Securities Act and may not be offered, sold, pledged, or transferred within the United States or to, or for the account or benefit of, US persons, except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the US Securities Act.
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In Technical Productions Holdings 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 SHARE OFFER
Number of Offer Shares : 200,000,000 Shares Number of Hong Kong Offer Shares : 20,000,000 Shares (subject to reallocation) Number of Placing Shares : 180,000,000 Shares (subject to reallocation) Offer Price : HK$0.3 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 in Hong Kong dollars) Nominal Value : HK$0.01 per Share Stock Code : 8446
Sole Sponsor
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Sole Bookrunner and Sole Lead Manager
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Pacific Foundation Securities Limited
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The Share Offer consists of: (i) the Hong Kong Public Offering of 20,000,000 Hong Kong Offer Shares (subject to reallocation), representing 10% of the total number of the Offer Shares initially available under the Share Offer; and (ii) the Placing of 180,000,000 Placing Shares (subject to reallocation), representing 90% of the total number of Offer Shares initially available under the Share Offer. The allocation of the Offer Shares between the Hong Kong Public Offering and the Placing is subject to reallocation as stated in the paragraph headed “Structure of the Share Offer —The Hong Kong Public Offering — Reallocation” in the Prospectus.
Application has been made to the Listing Division for the listing of, and permission to deal in, the Shares issued and to be issued pursuant to the Capitalisation Issue and the Share Offer and any Shares which may fall to be issued upon the exercise of any options that may be granted under the Share Option Scheme. Subject to the granting of approval of the listing of, and permission to deal in, the Shares on the Stock Exchange as mentioned in the Prospectus and the Company’s compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or on any other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS.
The Offer Price will be HK$0.3 per Offer Share. Applicants for the Hong Kong Offer Shares are required to pay, on application, the Offer Price of HK$0.3 per Offer Share together with brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%.
The Share Offer is conditional upon the fulfilment of the conditions as set out in the paragraph headed “Structure of the Share Offer — Conditions of the Share Offer” in the Prospectus. If such conditions have not been fulfilled or waived prior to the dates and times specified in the Underwriting Agreements, the Share Offer will lapse and the Stock Exchange will be notified immediately. Notice of lapse of the Share Offer will be published by our Company on the website of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.intechproductions.com on the next Business Day following the date of such lapse. All money received will be refunded to applicants of the Hong Kong Public Offering without interests.
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The Offer Shares will be fully underwritten by the Underwriters pursuant to the Underwriting Agreements. Prospective investors should note that the Sole Lead Manager is entitled to terminate the Underwriting Agreements by giving notice in writing to the Company upon the occurrence of any of the events set forth in the paragraph headed “Underwriting — Underwriting Arrangements and Expenses — The Hong Kong Public Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is expected to be on Wednesday, 14 June 2017).
Applications for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the Application Forms.
Applicants who would like to have the allotted Hong Kong Offer Shares registered in their own names should either (i) complete and sign the WHITE Application Forms or (ii) submit applications online through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk under the HK eIPO White Form service. Applicants who would like to have the allotted Hong Kong Offer Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.
Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Wednesday, 31 May 2017, until 12:00 noon on Monday, 5 June 2017 from:
- (1) the following offices of the Hong Kong Underwriter:
Hong Kong Underwriter Address Pacific Foundation Securities 11th Floor, New World Tower II Limited 16-18 Queen’s Road Central Hong Kong
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- (2) any of the following branches of Bank of Communications Co., Ltd. Hong Kong Branch, the receiving bank for the Hong Kong Public Offering:
District Branch Name Address Hong Kong Island Hong Kong Branch 20 Pedder Street, Central Kowloon Tsim Sha Tsui Shop Nos. 1-3 on G/F., Sub-Branch CFC Tower, 22-28 Mody Road, Tsim Sha Tsui Ngau Tau Kok Shop G1 & G2, G/F., Sub-Branch Phase I, Amoy Plaza, 77 Ngau Tau Kok Road New Territories Tai Po Sub-Branch Shop No.1, 2, 26 & 27, G/F., Wing Fai Plaza, 29-35 Ting Kok Road, Tai Po Market Street Sub-Branch G/F., 49-55 Tsuen Wan Market Street, Tsuen Wan
Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Wednesday, 31 May 2017 until 12:00 noon on Monday, 5 June 2017 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker.
Time for Lodging Application Forms
Your completed WHITE or YELLOW Application Form, together with a cheque or a banker’s cashier order attached and marked payable to “Bank of Communications (Nominee) Co. Ltd. — ITP Public Offer” for the payment, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above at the following times:
Wednesday, 31 May 2017 — 9:00 a.m. to 5:00 p.m. Thursday, 1 June 2017 — 9:00 a.m. to 5:00 p.m. Friday, 2 June 2017 — 9:00 a.m. to 5:00 p.m. Saturday, 3 June 2017 — 9:00 a.m. to 1:00 p.m. Monday, 5 June 2017 — 9:00 a.m. to 12:00 noon
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The latest time for lodging your application is 12:00 noon on Monday, 5 June 2017. The application lists will be open from 11:45 a.m. to 12:00 noon on the same date, the last application day or such later time as described in the paragraph headed “How to Apply for the Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening and Closing of the Applications Lists” in the Prospectus.
Applicants applying by HK eIPO White Form service may submit applications through the HK eIPO White Form service at www.hkeipo.hk from 9:00 a.m. on Wednesday, 31 May 2017 until 11:30 a.m. on Monday, 5 June 2017 or such later time as described in the paragraph headed “How to Apply for the Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening and Closing of the Application Lists” in the Prospectus (24 hours daily, except on the last day for applications).
CCASS Participants can input electronic application instructions from 9:00 a.m. on Wednesday, 31 May 2017 until 12:00 noon on Monday, 5 June 2017 or such later time as described in the paragraph headed “How to Apply for the Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening and Closing of the Application Lists” in the Prospectus.
Please refer to the sections headed “Structure of the Share Offer” and ‘‘How to apply for the Hong Kong Offer Shares” in the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.
The Company expects to announce the level of indications of interest in the Placing, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares under the Hong Kong Public Offering on Tuesday, 13 June 2017 on the website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.intechproductions.com . The results of allocations of the Hong Kong Public Offering, with the Hong Kong identity card/passport/Hong Kong business registration numbers of the successful applicants if applicable, under the Hong Kong Public Offering will be made available through a variety of channels from Tuesday, 13 June 2017 in the manner described in the paragraph headed “How to Apply for the Hong Kong Offer Shares — 11. Publication of Results” in the Prospectus.
Share certificates for the Offer Shares will only become valid certificates of title when the Share Offer has become unconditional in all respects and none of the Underwriting Agreements has been terminated in accordance with its terms prior to 8:00 a.m. (Hong Kong time) on the Listing Date. No temporary documents of title will be issued by the Company and no receipt will be issued for the subscription monies for the Offer Shares.
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Dealings in the Shares on GEM are expected to commence at 9:00 a.m. (Hong Kong time) on Wednesday, 14 June 2017. Shares will be traded in board lots of 10,000 Shares each. The GEM stock code for the Shares is 8446.
By order of the Board In Technical Productions Holdings Limited Yeung Ho Ting Dennis Chairman
Hong Kong, 31 May 2017
As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Yeung Ho Ting Dennis and Mr. Tam Chun Yu; one non-executive Director, namely, Mr. Law Wang Chak Waltery; and three independent non-executive Directors, namely, Mr. Li Kai Sing, Mr. Ma Tsz Chun and Ms. Loh Lai Ping Phillis.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein or in this announcement misleading.
This announcement and a copy of the Prospectus will remain on the Stock Exchange’s website at www.hkexnews.hk and, in the case of this announcement, on the “Latest Company Announcements” page for at least 7 days from the date of its posting. This announcement and a copy of the Prospectus will also be published on the Company’s website at www.intechproductions.com .
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