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Linekong Interactive Group Co., Ltd. Capital/Financing Update 2014

Dec 29, 2014

51356_rns_2014-12-28_39a57444-163d-4b33-a707-6fd0ddf23219.pdf

Capital/Financing Update

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Unless otherwise defined in this announcement, capitalized terms defined in the prospectus issued by Linekong Interactive Co., Ltd. (the “ Company ”) dated December 9, 2014 (the “ Prospectus ”), as amended and supplemented by the supplemental prospectus dated December 18, 2014 (the “ Supplemental Prospectus ”) have the same meaning when used in this announcement.

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 offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus and the Supplemental Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares.

This announcement is not an offer of securities for sale in the United States. The Company has not registered and does not intend to register any securities referred to in this announcement under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”). Securities of the Company may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements under the U.S. Securities Act. There will not be and is not currently intended to be any public offering of securities in the United States.

In connection with the Global Offering, Citigroup Global Markets Asia Limited, as stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or maintaining the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period beginning on the Listing Date and expected to end on Sunday, January 11, 2015, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion of the Joint Global Coordinators and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on Sunday, January 11, 2015, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Such stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). A public announcement will be made on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.linekong.com within seven days after the expiration of the stabilizing period in compliance with the Securities and Futures (Price Stabilizing) Rules. No such stabilizing action can be taken to support the price of the Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on Sunday, January 11, 2015, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, and demand for the Shares and the price of the Shares could fall.

Potential investors of the Offer Shares should note that the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the paragraph headed “Underwriting — Underwriting Arrangements and Expenses — 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 currently expected to be on Tuesday, December 30, 2014).

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Linekong Interactive Co., Ltd. 藍港互動有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8267)

LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF GLOBAL OFFERING

Number of Offer Shares under : 73,968,000 Shares (subject to the Overthe Global Offering allotment Option) Number of Hong Kong Offer Shares : 1,134,500 Shares (as adjusted after reallocation) Number of International Offer Shares : 72,833,500 Shares (as adjusted after reallocation and subject to the Over-allotment Option) Offer Price : HK$9.80 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% Nominal value : US$0.000025 per Share Stock code : 8267

Joint Sponsors

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

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ANNOUNCEMENT OF OFFER PRICE AND ALLOTMENT RESULTS

SUMMARY

  • On December 18, 2014, the Company announced the reduction in the number of Offer Shares, the publication of the Supplemental Prospectus, the requirement for the Eligible Applicants to confirm their applications for the Hong Kong Offer Shares and the change in the expected timetable of the Global Offering. Eligible Applicants who wished to proceed with their applications were required to confirm their applications using a Confirmation Form before the deadline specified in the Supplemental Prospectus and in accordance with the procedures set out in the Supplemental Prospectus in the section headed “9. Confirmation of Applications”.

  • This announcement sets out, among other things, the final Offer Price, the level of valid applications in the Hong Kong Public Offering and the basis of allotment of the Hong Kong Offer Shares (in each case, taking into account all Confirmation Forms from the Eligible Applicants in accordance with the procedures set out in the Supplemental Prospectus), and the level of indication of interest in the International Offering. This announcement also specifies the despatch arrangements for refund monies with respect to the unconfirmed applications and Share certificates with respect to the confirmed applications.

  • The Offer Price has been determined at HK$9.80 per Offer Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%). The net proceeds to the Company from the Global Offering after deducting the underwriting fees and commissions and estimated expenses are estimated to be approximately HK$640.5 million.

  • The Company intends to apply such net proceeds in accordance with the purposes set out in the section headed “Statement of Business Objectives and Use of Proceeds” in the Prospectus and as amended and supplemented by the Supplemental Prospectus. If the Over-allotment Option is exercised in full, the amount of net proceeds from the Global Offering to be received by the Over-allotment Option Grantors, after deduction of the gross commissions, incentive fees and estimated expenses payable by the Over-allotment Option Grantors, is estimated to be approximately HK$105.9 million.

  • A total of 320 valid applications (taking into account all valid Confirmation Forms received from the Eligible Applicants pursuant to the Hong Kong Public Offering on WHITE and YELLOW Application Forms and by giving electronic application instructions to HKSCC via CCASS and through the White Form eIPO service ( www.eipo.com.hk )) for a total of 1,134,500 Hong Kong Offer Shares were received, representing approximately 15.34% of the total number of 7,397,000 Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering.

  • Taking into account all valid Confirmation Forms received from Eligible Applicants, the Hong Kong Offer Shares initially offered under the Hong Kong Public Offering were approximately 15.34% subscribed and 6,262,500 unsubscribed Offer Shares have been reallocated to the International Offering.

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• The Offer Shares initially offered under the International Offering have been moderately over-subscribed. Taking into account the reallocation of 6,262,500 unsubscribed Offer Shares under the Hong Kong Public Offering to the International Offering, assuming the Overallotment Option is not exercised, the total number of the Offer Shares under the International Offering is 72,833,500 Offer Shares, representing approximately 98.47% of the Offer Shares available under the Global Offering.

• Pursuant to the cornerstone investment agreements with the Remaining Cornerstone Investors, the number of Offer Shares subscribed for by the Remaining Cornerstone Investors has now been determined. ABG II-LineK Limited and Fubon Life Insurance Co., Ltd. have subscribed for 11,869,500 Offer Shares and 23,739,000 Offer Shares, respectively (which is based on the Offer Price of HK$9.80 per Offer Share), and 35,608,500 Offer Shares in aggregate, representing (i) approximately 48.89% of the total number of International Offer Shares, assuming the Over-allotment Option is not exercised, and (ii) approximately 9.63% of the total issued share capital of the Company immediately following the completion of the Global Offering. Please refer to the section headed “Cornerstone Investors” in the Prospectus and as amended and supplemented by the Supplemental Prospectus, for further details relating to the Remaining Cornerstone Investors.

  • The Directors confirm that, to their best knowledge and belief, all the placees and their ultimate beneficial owners are independent of, and none of the International Offer Shares has been allocated to, (i) the Directors, chief executives, Controlling Shareholders, substantial Shareholders of the Company or any of its subsidiaries or a close associate (as defined under the GEM Listing Rules) of any of them; (ii) any person or group of persons as stated in Notes 2 and 3 to Rule 11.23 of the GEM Listing Rules; (iii) any person or group of persons as stated in Notes 1 and 2 to Rule 10.12(4) of the GEM Listing Rules; or (iv) any nominee of the foregoing.

  • Pursuant to Rule 11.23(7) of the GEM Listing Rules, the Company is required to maintain a public float of not less than 25% of its total issued share capital at the time when the Shares commence dealings on GEM and at all times thereafter. Pursuant to Rule 11.23(8) of the GEM Listing Rules, the three largest public Shareholders shall not beneficially own more than 50% of the Shares in public hands at the time of Listing. The Directors confirm that, immediately after the completion of the Global Offering, the Company will comply with the public float requirement under Rule 11.23(7) and Rule 11.23(8) of the GEM Listing Rules.

• In connection with the Global Offering, the Over-allotment Option Grantors have granted the Over-allotment Option to the International Underwriters, exercisable by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) pursuant to the International Underwriting Agreement. Pursuant to the Over-allotment Option, the Joint Global Coordinators have the right, exercisable in whole or in part at any time from the Listing Date up to and including Sunday, January 11, 2015, being the 30th day after the last day for the lodging of Application Forms under the Hong Kong Public Offering, to require the Over-allotment Option Grantors to sell up to 11,095,000 Shares, representing approximately 15% of the number of Offer Shares initially available under the Global Offering, at the Offer Price to, among other things, cover over-allocation in the International Offering, if any. There has been an over-allocation of 11,095,000 Shares in the International Offering and such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in the secondary market at prices that do not exceed the Offer Price or through stock borrowing arrangements or a combination of these means. In the event the Over-allotment Option is exercised, an announcement will be made on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.linekong.com . As of the date of this announcement, the Over-allotment Option has not been exercised.

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  • The Company’s announcement of the final Offer Price, the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allotment of the Hong Kong Offer Shares is published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.linekong.com and in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese).

  • The results of allocations of the Hong Kong Offer Shares under the Hong Kong Public Offering, which will include the Hong Kong identity card numbers, passport numbers or Hong Kong business registration numbers of successful applicants under the Hong Kong Public Offering will be made available at the times and dates and in the manner specified below:

  • ° in the announcement to be posted on our Company’s website at www.linekong.com and the Stock Exchange’s website at www.hkexnews.hk by no later than 9:00 a.m. on Monday, December 29, 2014;

  • ° from the designated results of allocations website at www.iporesults.com.hk with a “search by ID” function on a 24-hour basis from 8:00 a.m. on Monday, December 29, 2014 to 12:00 midnight on Sunday, January 4, 2015;

  • ° by telephone enquiry line by calling 2862 8669 between 9:00 a.m. and 10:00 p.m. from Monday, December 29, 2014 to Thursday, January 1, 2015; and

  • ° in the special allocation results booklets which will be available for inspection during opening hours from Monday, December 29, 2014 to Wednesday, December 31, 2014 at all the receiving bank branches and sub-branches at the addresses set out in the paragraph “Results of Allocations” below.

  • Applicants who have applied for 1,000,000 or more Hong Kong Offer Shares and have provided all information required by their WHITE or YELLOW Application Forms (including those Eligible Applicants who have not validly confirmed their applications) may collect refund cheque(s) and/or share certificate(s) (where applicable) in person from Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Monday, December 29, 2014 or such other date as notified by us in the newspapers.

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  • Share certificates for Hong Kong Offer Shares allotted to Eligible Applicants using WHITE Application Forms or White Form eIPO service and having validly confirmed their applications which are not collected personally within the time specified for collection, will be despatched promptly to the address specified in the relevant applications by ordinary post at their own risk on Monday, December 29, 2014.

  • Share certificates for Hong Kong Offer Shares allotted to Eligible Applicants using YELLOW Application Forms and having validly confirmed their applications, and those who applied by giving electronic application instructions to HKSCC and validly confirmed their applications, are expected to be deposited into CCASS for credit to their CCASS Investor Participant’s stock accounts or their designated CCASS Participant’s stock accounts as stated in the relevant Application Form on Monday, December 29, 2014.

• Eligible Applicants applying through their designated CCASS Participants (other than a CCASS Investor Participant) using YELLOW Application Forms or by giving electronic application instructions to HKSCC (taking into account all valid Confirmation Forms received from the Eligible Applicants pursuant to the Hong Kong Public Offering) should check the number of Hong Kong Offer Shares allocated to them with that CCASS Participant. Applicants applying as a CCASS Investor Participant on YELLOW Application Forms or by giving electronic application instructions to HKSCC should check the announcement published by the Company and report any discrepancies to HKSCC before 5:00 p.m. on Monday, December 29, 2014 or such other date as shall be determined by HKSCC or HKSCC Nominees. Applicants applying as a CCASS Investor Participant on a YELLOW Application Form or by giving electronic application instructions to HKSCC may also check their new account balances via the CCASS Phone System and the CCASS Internet System (using the procedures contained in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time) immediately after the credit of the Hong Kong Offer Shares to their CCASS Investor Participant stock accounts. HKSCC will also make available to CCASS Investor Participants an activity statement showing the number of Hong Kong Offer Shares credited to their stock accounts.

• Applicants who have applied for the Hong Kong Offer Shares using White Form eIPO service by paying the application monies through a single bank account will have e-Refund payment instructions despatched to their application payment bank account on Monday, December 29, 2014. Applicants who have applied for the Hong Kong Offer Shares using White Form eIPO service by paying the application monies through multiple bank accounts will have refund cheque(s) (if any) sent to the address specified in their application instructions through the White Form eIPO Service on Monday, December 29, 2014, by ordinary post and at their own risk.

• Refund cheque(s) for surplus application monies in respect of wholly or partially successful applications (including those Eligible Applicants who have not validly confirmed their applications) under WHITE or YELLOW Application Forms which are either not available for personal collection or which are available but are not collected in person, are expected to be despatched by ordinary post and at their own risk on Monday, December 29, 2014. No interest will be paid thereon.

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  • Refund monies (if any) for applicants applying by giving electronic application instructions to HKSCC (including those Eligible Applicants who have not validly confirmed their applications) are expected to be credited to the relevant applicants’ designated bank account or the designated bank account of their broker or custodian on Monday, December 29, 2014. Applicants applying through designated CCASS Clearing/Custodian Participants by giving electronic application instructions to HKSCC via CCASS (including those Eligible Applicants who have not validly confirmed their applications) may check the refund amount payable to them through their brokers or custodians on Monday, December 29, 2014. Applicants applying as CCASS Investor Participants can check the amount of refund monies payable to them via the CCASS Phone System or the CCASS Internet System on Monday, December 29, 2014, or in the activity statement made available to them by HKSCC after the credit of refund monies to their designated bank accounts.

  • Share certificates will only become valid certificates of title at 8:00 a.m. on Tuesday, December 30, 2014 provided that the Global Offering has become unconditional in all respects and the right of termination as described in the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” in the Prospectus has not been exercised.

  • The Company will not issue any temporary documents of title in respect of the Offer Shares. No receipts will be issued for application monies received.

  • Dealings in the Shares on the Growth Enterprise Market of the Stock Exchange are expected to commence at 9:00 a.m. on Tuesday, December 30, 2014. The Shares will be traded in board lots of 500 Shares each. The stock code of the Shares is 8267.

SUPPLEMENTAL PROSPECTUS

On December 18, 2014, the Company announced the reduction in the number of Offer Shares, the publication of the Supplemental Prospectus, the requirement for the Eligible Applicants to confirm their applications for the Hong Kong Offer Shares and the change in the expected timetable of the Global Offering. Eligible Applicants who wished to proceed with their applications were required to confirm their applications using a Confirmation Form before the deadline specified in the Supplemental Prospectus and in accordance with the procedures set out in the Supplemental Prospectus in the section headed “9. Confirmation of Applications”.

This announcement sets out, among other things, the final Offer Price, the level of valid applications in the Hong Kong Public Offering and the basis of allotment of the Hong Kong Offer Shares (in each case, taking into account all Confirmation Forms from the Eligible Applicants in accordance with the procedures set out in the Supplemental Prospectus), and the level of indication of interest in the International Offering. This announcement also specifies the despatch arrangements for refund monies with respect to the unconfirmed applications and Share certificates with respect to the confirmed applications.

OFFER PRICE

The Offer Price has been determined at HK$9.80 per Offer Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

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NET PROCEEDS FROM THE GLOBAL OFFERING

Based on the Offer Price of HK$9.80 per Offer Share, the amount of net proceeds from the Global Offering to be received by the Company, after deduction of the underwriting commission and estimated expenses payable by the Company in connection with the Global Offering, is estimated to be approximately HK$640.5 million. The Company intends to apply such net proceeds for the following purposes:

  • approximately HK$160.1 million (approximately 25% of the total estimated net proceeds) will be used for developing and operating existing and new self-developed games and purchasing intellectual properties for popular entertainment franchises;

  • approximately HK$160.1 million (approximately 25% of the total estimated net proceeds) will be used for licensing more high-quality games with different genres and themes from Chinese and overseas game developers and the operation of such games;

  • approximately HK$96.0 million (approximately 15% of the total estimated net proceeds) will be used for potential strategic acquisitions or investment in companies in online game and related businesses;

  • approximately HK$64.1 million (approximately 10% of the total estimated net proceeds) will be used for further enhancement and promotion of the Company’s distribution platform, 8864. com;

  • approximately HK$64.1 million (approximately 10% of the total estimated net proceeds) will be used for investing in the Company’s technology platform, including developing and improving game development tools and potential purchase of commercialized game engines developed by third parties;

  • approximately HK$64.1 million (approximately 10% of the total estimated net proceeds) will be used for the Company’s overseas expansions, including enhancing the Company’s publishing business in South Korea and expanding the Company’s business into more countries and regions; and

  • the balance of the net proceeds, which is approximately HK$32.0 million (representing not more than 5% of the total estimated net proceeds) will be used to provide funding for the Company’s working capital and other general corporate purposes.

Please refer to the section headed “Statement of Business Objectives and Use of Proceeds” in the Prospectus, and as amended and supplemented by the Supplement Prospectus, for further details of the Company’s intended use of the net proceeds from the Global Offering.

If the Over-allotment Option is exercised in full, the amount of net proceeds from the Global Offering to be received by the Over-allotment Option Grantors, after deduction of the underwriting commission and estimated expenses payable by the Over-allotment Option Grantors, is estimated to be approximately HK$105.9 million. As the Over-allotment Option is granted by the Over-allotment Option Grantors, and not the Company, the Company will not receive any proceeds from any exercise of the Over-allotment Option.

Should we decide to reallocate the intended use of proceeds to other business plans and/or new business projects to a material extent and/or there is to be any material modification to the use of proceeds as described above, we will make an appropriate announcement in due course.

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APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED UNDER THE HONG KONG PUBLIC OFFERING

The Directors announce that at the Closure of Confirmation Period at 5:00 p.m. on Monday, December 22, 2014, a total of 320 valid applications (taking into account all valid Confirmation Forms received from the Eligible Applicants pursuant to the Hong Kong Public Offering on WHITE and YELLOW Application Forms and by giving electronic application instructions to HKSCC via CCASS and through the White Form eIPO service) for a total of 1,134,500 Hong Kong Offer Shares were received pursuant to the Hong Kong Public Offering, equivalent to approximately 15.34% of the total number of 7,397,000 Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering. Among the valid applications:

  • 320 valid applications in respect of a total of 1,134,500 Hong Kong Offer Shares were for the Hong Kong Public Offering with an aggregate subscription amount based on the maximum Offer Price of HK$13.10 per Offer Share (excluding brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) of HK$5 million or less, representing approximately 30.67% of the 3,698,500 Hong Kong Offer Shares initially comprised in Pool A after reduction of the number of Offer Shares as specified in the Supplemental Prospectus; and

  • 0 valid applications in respect of a total of 0 Hong Kong Offer Shares were for the Hong Kong Public Offering with an aggregate subscription amount based on the maximum Offer Price of HK$13.10 per Offer Share (excluding brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) of more than HK$5 million, i.e., no valid application has been received in respect of the 3,698,500 Hong Kong Offer Shares initially comprised in Pool B after reduction of the number of Offer Shares as specified in the Supplemental Prospectus.

  • Under the Hong Kong Public Offering, four multiple applications or suspected multiple applications have been identified and rejected. No applications have been rejected due to bounced cheques or invalid applications which were not completed in accordance with the instructions set out in the Application Forms. No application for more than 3,698,500 Hong Kong Offer Shares, being 100% of the number of Offer Shares initially available in either pool A or pool B for subscription under the Hong Kong Public Offering, has been identified.

  • A total of two Confirmation Forms have been rejected as corresponding confirmations were not completed in accordance with the instructions set out in the Supplemental Prospectus and the Confirmation Form.

The Offer Shares offered in the Hong Kong Public Offering were conditionally allocated on the basis set out in the paragraph headed “Basis of Allotment under the Hong Kong Public Offering” below.

Taking into account all valid Confirmation Forms received from Eligible Applicants, the Hong Kong Offer Shares initially offered under the Hong Kong Public Offering were approximately 15.34% subscribed and 6,262,500 unsubscribed Hong Kong Offer Shares have been reallocated to the International Offering .

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BASIS OF ALLOTMENT UNDER THE HONG KONG PUBLIC OFFERING

Subject to the satisfaction of the conditions set out in the paragraph headed “Structure of the Global Offering — Conditions of the Hong Kong Public Offering” in the Prospectus, valid applications made by the public (taking into account all valid Confirmation Forms received from the Eligible Applicants pursuant to the Hong Kong Public Offering on WHITE and YELLOW Application Forms and by giving electronic application instructions to HKSCC via CCASS and under the White Form eIPO service) will be conditionally allocated on the basis set out below:

Linekong Interactive Co., Ltd. — Hong Kong Public Offer (Pool A)

Number of
Hong Kong
Offer Shares
applied for
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
5,000
6,000
7,000
8,000
9,000
10,000
15,000
20,000
25,000
30,000
35,000
50,000
100,000
TOTAL
Number
of valid
applications
Basis of allotment/ballot
Approximate
percentage allocated of
the total number of
Hong Kong Offer Shares
applied for
128
500 Shares
100.00%
49
1,000 Shares
100.00%
22
1,500 Shares
100.00%
24
2,000 Shares
100.00%
11
2,500 Shares
100.00%
18
3,000 Shares
100.00%
1
3,500 Shares
100.00%
12
4,000 Shares
100.00%
1
4,500 Shares
100.00%
11
5,000 Shares
100.00%
2
6,000 Shares
100.00%
4
7,000 Shares
100.00%
4
8,000 Shares
100.00%
4
9,000 Shares
100.00%
13
10,000 Shares
100.00%
6
15,000 Shares
100.00%
4
20,000 Shares
100.00%
1
25,000 Shares
100.00%
1
30,000 Shares
100.00%
1
35,000 Shares
100.00%
1
50,000 Shares
100.00%
2
100,000 Shares
100.00%
320

Linekong Interactive Co., Ltd. — Hong Kong Public Offer (Pool B)

Approximate Number of percentage allocated of Hong Kong Number the total number of Offer Shares of valid Hong Kong Offer Shares applied for applications Basis of allotment/ballot applied for TOTAL 0

Note: Any discrepancies in the table between the totals and the sums of amounts listed therein are due to rounding.

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The final number of Offer Shares under the Hong Kong Public Offering is 1,134,500 Offer Shares, representing approximately 1.53% of the total number of the Offer Shares initially available under the Global Offering.

LEVEL OF INTEREST AND ALLOCATION UNDER THE INTERNATIONAL OFFERING

The Offer Shares initially offered under the International Offering have been moderately oversubscribed. Taking into account the reallocation of 6,262,500 unsubscribed Offer Shares under the Hong Kong Public Offering to the International Offering, assuming the Over-allotment Option is not exercised, the final number of International Offer Shares under the International Offering is 72,833,500 Offer Shares, representing approximately 98.47% of the total number of Offer Shares available under the Global Offering.

Details of the allocation of the International Offer Shares are set out below, assuming the Overallotment Option is fully exercised and the total number of International Offer Shares increases to 83,928,500:

Approximate
aggregate % of
the entire issued Approximate
Aggregate number share capital aggregate % of
of International immediately upon the total number
Offer Shares completion of the of International
allocated Global Offering Offer Shares
Top placee 23,739,000 6.42% 28.28%
Top 5 placees 56,663,000 15.32% 67.51%
Top 10 placees 69,577,000 18.81% 82.90%
Top 25 placees 82,560,000 22.32% 98.37%

Note: Any discrepancies in the table between the totals and the sums of amounts listed therein are due to rounding.

Number of International Offer Shares allocated

Number of International Offer Shares allocated Number of placees
1,000 to 100,000 85
100,001 to 1,000,000 13
1,000,001 to 3,000,000 8
3,000,001 to 5,000,000 2
5,000,001 to 50,000,000 5

CORNERSTONE INVESTORS

Pursuant to the cornerstone investment agreements with the Remaining Cornerstone Investors, the number of Offer Shares subscribed for by the Remaining Cornerstone Investors has now been determined. ABG II-LineK Limited and Fubon Life Insurance Co., Ltd. have subscribed for 11,869,500 Offer Shares and 23,739,000 Offer Shares, respectively (which is based on the Offer Price of HK$9.80 per Offer Share), and 35,608,500 Offer Shares in aggregate, representing (i) approximately 48.89% of the total number of International Offer Shares, assuming the Overallotment Option is not exercised, and (ii) approximately 9.63% of the total issued share capital of

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the Company immediately following the completion of the Global Offering. Related information of the subscription of each the Remaining Cornerstone Investors is set out below, assuming the Overallotment Option is not exercised :

Approximate % Approximate %
of the entire issued of the total
Number of share capital number of
International
immediately upon
International
Offer Shares
completion of the
Offer Shares
Remaining Cornerstone Investor subscribed for Global Offering issued
ABG II-LineK Limited 11,869,500 3.21% 16.30%
Fubon Life Insurance Co., Ltd. 23,739,000 6.42% 32.59%

Note: Any discrepancies in the table between the totals and the sums of amounts listed therein are due to rounding.

Please refer to the section headed “Cornerstone Investors” in the Prospectus and as amended and supplemented by the Supplemental Prospectus, for further details relating to the Remaining Cornerstone Investors.

THE OVER-ALLOTMENT OPTION

The Over-allotment Option Grantors have granted the Over-allotment Option to the International Underwriters, exercisable by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) pursuant to the International Underwriting Agreement. Pursuant to the Over-allotment Option, the Joint Global Coordinators have the right, exercisable in whole or in part at any time from the Listing Date up to and including Sunday, January 11, 2015, being the 30th day after the last day for the lodging of Application Forms under the Hong Kong Public Offering, to require the Over-allotment Option Grantors to sell up to 11,095,000 Shares, representing approximately 15% of the number of Offer Shares initially available under the Global Offering, at the Offer Price to, among other things, cover over-allocation in the International Offering, if any. There has been an over-allocation of 11,095,000 Shares in the International Offering and such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in the secondary market at prices that do not exceed the Offer Price or through stock borrowing arrangements or a combination of these means. In the event the Over-allotment Option is exercised, an announcement will be made on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.linekong.com . As of the date of this announcement, the Over-allotment Option has not been exercised.

The Directors confirm that, to their best knowledge and belief, all the placees and their ultimate beneficial owners are independent of, and none of the International Offer Shares has been allocated to, (i) the Directors, chief executives, Controlling Shareholders, substantial Shareholders of the Company or any of its subsidiaries or a close associate (as defined under the GEM Listing Rules) of any of them; (ii) any person or group of persons as stated in Notes 2 and 3 to Rule 11.23 of the GEM Listing Rules; (iii) any person or group of persons as stated in Notes 1 and 2 to Rule 10.12(4) of the GEM Listing Rules; or (iv) any nominee of the foregoing.

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RESULTS OF ALLOCATIONS

The results of allocations of the Hong Kong Offer Shares under the Hong Kong Public Offering, which will include the Hong Kong identity card numbers, passport numbers or Hong Kong business registration numbers of successful applicants under the Hong Kong Public Offering will be made available at the times and dates and in the manner specified below:

  • in the announcement to be posted on our Company’s website at www.linekong.com and the Stock Exchange’s website at www.hkexnews.hk by no later than 9:00 a.m. on Monday, December 29, 2014;

  • from the designated results of allocations website at www.iporesults.com.hk with a “search by ID” function on a 24-hour basis from 8:00 a.m. on Monday, December 29, 2014 to 12:00 midnight on Sunday, January 4, 2015;

  • by telephone enquiry line by calling 2862 8669 between 9:00 a.m. and 10:00 p.m. from Monday, December 29, 2014 to Thursday, January 1, 2015; and

  • in the special allocation results booklets which will be available for inspection during opening hours from Monday, December 29, 2014 to Wednesday, December 31, 2014 at all the receiving bank branches and sub-branches at the addresses set out below:

Standard Chartered Bank (Hong Kong) Limited

Branch Name Address
Hong Kong Island 88 Des Voeux Road Branch 88 Des Voeux Road Central, Central
Quarry Bay Branch G/F, Westlands Gardens,
1027 King’s Road, Quarry Bay
Kowloon Kwun Tong Branch G/F, 414 Kwun Tong Road, Kowloon
Lok Fu Shopping Centre Shop G201, G/F.,
Branch Lok Fu Shopping Centre
New Territories Tsuen Wan Branch Shop C, G/F & 1/F, Jade Plaza,
298 Sha Tsui Road, Tsuen Wan
Maritime Square Branch Shop 308E, Level 3, Maritime Square,
Tsing Yi

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Bank of Communications Co., Ltd. Hong Kong Branch

Branch Name Address
Hong Kong Island Hong Kong Branch 20 Pedder Street, Central
Taikoo Shing Sub-Branch Shop 38, G/F., CityPlaza 2,
18 Taikoo Shing Road
Kowloon Lam Tin Sub-Branch Shop No. 5 & 9, G/F., Kai Tin Tower,
63–65 Kai Tin Road, Lam Tin
Ngau Tau Kok Sub-Branch Shop G1 & G2, G/F., Phase I,
Amoy Plaza, 77 Ngau Tau Kok Road
New Territories Shatin Sub-Branch Shop No. 193, Level 3,
Lucky Plaza, Shatin
Market Street Sub-Branch G/F., 53 Market Street, Tsuen Wan

Eligible Applicants applying through their designated CCASS Participants (other than CCASS Investor Participants) (taking into account all valid Confirmation Forms received from the Eligible Applicants pursuant to the Hong Kong Public Offering) can arrange with their designated CCASS Participants to advise them of the number of Shares allocated under their applications. Successful CCASS Investor Participants can check the number of Offer Shares allocated to them via the CCASS Phone System and CCASS Internet System on Monday, December 29, 2014 or from the activity statement that will be made available by HKSCC to them showing the number of Hong Kong Offer Shares credited to their CCASS Investor Participant stock accounts.

The final Offer Price, the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allotment of the Hong Kong Offer Shares will also be published on Monday, December 29, 2014 on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.linekong.com and in the South China Morning Post (in English) and Hong Kong Economic Times (in Chinese).

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DESPATCH/COLLECTION OF SHARE CERTIFICATES AND REFUND MONIES

Share certificates for wholly or partially successful applications on WHITE Application Forms or through the White Form eIPO service and refund cheques or refund monies in respect of partially unsuccessful applications or wholly or partially successful applicants for application monies paid in excess of final Offer Price, without interest and together with the related brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, are expected to be despatched or collected (where applicable) on Monday, December 29, 2014 in the manners set out below:

For Share certificate(s)

Eligible Applicants who have validly confirmed their applications and applied for 1,000,000 Hong Kong Offer Shares or more and are successfully or partially successfully allocated Hong Kong Offer Shares and have provided all information required by their WHITE Application Form and applicants who have applied for 1,000,000 Hong Kong Offer Shares or more through the White Form eIPO service by submitting an electronic application through the designated website at www.eipo.com.hk and their application is wholly or partially successful, may collect their Share certificate(s) from the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Monday, December 29, 2014 or such other date as notified by us in the newspapers.

Eligible Applicants being individuals who opt for collection of Share certificate(s) in person must not authorize any other person to make the collection on their behalf. Eligible Applicants being corporations who opt for collection in person must attend by their authorized representatives bearing a letter of authorization from their corporations stamped with the corporations’ chops. Both individuals and authorized representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to Computershare Hong Kong Investor Services Limited. If the applicants do not collect their Share certificate(s) during the above period, the Share certificate(s) will be despatched promptly thereafter to them by ordinary post to the address as specified in their WHITE Application Forms or the address specified in the application instructions through the White Form eIPO Service at their own risk.

Eligible Applicants who have validly confirmed their applications and applied for less than 1,000,000 Hong Kong Offer Shares by WHITE Application Form or through White Form eIPO service, their Share certificate(s) will be sent to the address as stated on their WHITE Application Forms or the address specified in their application instructions through the White Form eIPO Service on Monday, December 29, 2014 by ordinary post and at their own risk.

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For refund cheques/refund monies

Applicants who have applied for 1,000,000 or more Hong Kong Offer Shares and have provided all information required by their WHITE or YELLOW Application Forms (including those Eligible Applicants who have not validly confirmed their applications) may collect refund cheque(s) and/or share certificate(s) (where applicable) in person from Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Monday, December 29, 2014 or such other date as notified by us in the newspapers.

Applicants who have applied for less than 1,000,000 Hong Kong Offer Shares by WHITE or YELLOW Application Forms (including those Eligible Applicants who have not validly confirmed their applications), their refund cheque(s) (where applicable) will be sent to the address as stated on their Application Forms on Monday, December 29, 2014 by ordinary post and at their own risk.

Applicants being individuals who opt for collection of refund cheque(s) in person must not authorize any other person to make the collection on their behalf. Applicants being corporations who opt for collection in person must attend by their authorized representatives bearing a letter of authorization from their corporations stamped with the corporations’ chops. Both individuals and authorized representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to Computershare Hong Kong Investor Services Limited. If the applicants do not collect their refund cheque(s) during the above period, they will be despatched promptly thereafter to them by ordinary post to the address as specified in their Application Forms at their own risk.

Where applicants have applied through the White Form eIPO service (including those Eligible Applicants who have not validly confirmed their applications) and paid the application monies from a single bank account, refund monies (where applicable) will be despatched to their application payment bank account in the form of e-Refund payment instructions on Monday, December 29, 2014. For applicants who have applied through White Form eIPO service (including those Eligible Applicants who have not validly confirmed their applications) and paid the application monies from multiple bank accounts, refund monies (where applicable) in the form of refund cheque(s) will be sent to the address specified in their application instructions through the White Form eIPO Service on Monday, December 29, 2014 by ordinary post at their own risk.

Where applicants who have applied by giving electronic application instructions to HKSCC (including those Eligible Applicants who have not validly confirmed their applications), their refund (if any) will be credited to their designated bank account or the designated bank account of the designated CCASS Participant through which they are applying on Monday, December 29, 2014. For applicants who have instructed their designated CCASS Participant (other than CCASS Investor Participant) to give electronic application instructions to HKSCC on their behalf, they can check the amount of refund (if any) payable to them with that designated CCASS Participant. Applicants applying as CCASS Investor Participant can check the amount of refund (if any) payable to them via the CCASS Phone System and CCASS Internet System (under the procedures contained in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time) on Monday, December 29, 2014 or in the activity statement showing the amount of refund money credited to their designated bank account made available to them by HKSCC immediately after the credit of refund money to their bank account.

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The Company will not issue any temporary documents of title. No receipts will be issued for application monies received. Share certificates will only become valid certificates of title on 8:00 a.m. on Tuesday, December 30, 2014 provided that (i) the Global Offering has become unconditional in all respects; and (ii) the right of termination as described in the paragraph headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for termination” in the Prospectus has not been exercised. For more information, please refer to the section headed “How to apply for Hong Kong Offer Shares” in the Prospectus and as amended and supplemented by the Supplemental Prospectus.

DEPOSIT OF SHARE CERTIFICATES INTO CCASS

For those Eligible Applicants applying for the Hong Kong Offer Shares using a YELLOW Application Form or by giving electronic application instructions to HKSCC via CCASS (taking into account all valid Confirmation Forms received from the Eligible Applicants pursuant to the Hong Kong Public Offering), and their application is wholly or partially successful, their Share certificates will be issued in the name of HKSCC Nominees and deposited into CCASS for credit to their CCASS Investor Participant’s stock account or the stock account of their designated CCASS Participant as instructed by them on Monday, December 29, 2014, or under contingent situation, on any other date as shall be determined by HKSCC or HKSCC Nominees.

CCASS Investor Participants using YELLOW Application Forms and CCASS Participants applying by giving electronic application instructions to HKSCC should check the results of the Hong Kong Public Offering published herein and report any discrepancies to HKSCC before 5:00 p.m. on Monday, December 29, 2014 or such other date as shall be determined by HKSCC or HKSCC Nominees. Applicants applying as CCASS Investor Participants by using YELLOW Application Forms or by giving electronic application instructions to HKSCC can also check the result of application via the CCASS Phone System and CCASS Internet System (under the procedures contained in HKSCC’s “An Operating Guide for Investors Participants” in effect from time to time).

Applicants applying through a designated CCASS Participant (other than CCASS Investor Participant) using YELLOW Application Form or by giving electronic application instructions to HKSCC for credit to the stock account of their designated CCASS Participant (other than CCASS Investor Participant) can check the number of Hong Kong Offer Shares allotted to them with that CCASS Participant.

For CCASS Investor Participants, they can check their new account balance via the CCASS Phone System and the CCASS Internet System immediately after the credit of the Hong Kong Offer Shares to their stock account on Monday, December 29, 2014. HKSCC will also make available to them an activity statement showing the number of Hong Kong Offer Shares credited to their stock account.

COMMENCEMENT OF DEALINGS

Assuming that the Global Offering becomes unconditional at 8:00 a.m. on Tuesday, December 30, 2014, dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Tuesday, December 30, 2014. Shares will be traded in board lots of 500 Shares each. The stock code of the Shares is 8267.

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PUBLIC FLOAT

Pursuant to Rule 11.23(7) of the GEM Listing Rules, the Company is required to maintain a public float of not less than 25% of its total issued share capital at the time when the Shares commence dealings on GEM and at all times thereafter. Pursuant to Rule 11.23(8) of the GEM Listing Rules, the three largest public Shareholders shall not beneficially own more than 50% of the Shares in public hands at the time of Listing. The Directors confirm that, immediately after the completion of the Global Offering, the Company will comply with the public float requirement under Rule 11.23(7) and Rule 11.23(8) of the GEM Listing Rules.

By order of the Board of Linekong Interactive Co., Ltd. 藍港互動有限公司 Wang Feng Chairman

Hong Kong, December 29, 2014

As at the date of this announcement, the executive directors of the Company are Mr. WANG Feng, Ms. LIAO Mingxiang and Mr. MAO Zhihai; the non-executive director of the Company is Mr. QIAN Zhonghua; and the independent nonexecutive directors of the Company are Mr. MA Ji, Mr. CHEN Tong and Mr. ZHANG Xiangdong.

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 enquires, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the Stock Exchange’s website at www.hkexnews.hk on the “Latest Information” page for 7 days from the day of its posting. This announcement will also be published on the Company’s website at www.linekong.com.

Please also refer to the published version of this announcement in English in South China Morning Post and in Chinese in the Hong Kong Economic Times.

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