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

Dec 17, 2014

51356_rns_2014-12-17_dc238308-9f7f-4f61-b790-90b6376b1a64.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 ”) and as amended and supplemented by the supplemental prospectus dated Thursday, 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 thereby being offered.

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 the stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. 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 Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on 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, rules 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).

Potential investors should be aware that stabilizing action cannot 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 January 11, 2015, being the 30th day after the date of closing of the application lists under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.

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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)

ANNOUNCEMENT

(1) PUBLICATION OF SUPPLEMENTAL PROSPECTUS (2) CHANGES IN EXPECTED TIMETABLE

CHANGES IN THE OFFERING STRUCTURE

Having regard to the current market conditions, the Company, in consultation with the Joint Global Coordinators (for themselves and on behalf of the Underwriters), has determined that the number of Shares to be offered under the Global Offering is reduced from 110,952,000 Offer Shares to 73,968,000 Offer Shares, comprising (i) 7,397,000 Hong Kong Offer Shares available under the Hong Kong Public Offering , representing approximately 10% of the total number of the Offer Shares (subject to reallocation), in Hong Kong; and (ii) 66,571,000 International Offer Shares under the International Offering , representing approximately 90% of the total number of the Offer Shares (subject to reallocation and the Over-allotment Option).

In connection with the Global Offering, the Over-allotment Option Grantors, being IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P., IDG-Accel China Investors L.P. and Northern Light Venture Capital II, Ltd., are expected to grant the Over-allotment Option to the International Underwriters, exercisable by the Joint Global Coordinators (on behalf of the International Underwriters) at any time from the Listing Date to the 30th day after the last day for lodging applications under the Hong Kong Public Offering. Based on the revised offering structure, the Over-allotment Option Grantors may be required to sell up to an aggregate of 11,095,000 additional Shares, representing approximately 15% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price to, among other things, cover overallocations in the International Offering, if any.

The Offer Price range has remained unchanged. The Offer Price will not be more than HK$13.10 per Offer Share and is expected to be not less than HK$9.80 per Offer Share. The Price Determination Date is expected to be on or around December 22, 2014 and in any event no later than December 24, 2014, by agreement between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company.

For details of the changes in the structure of the Global Offering, please refer to the Supplemental Prospectus.

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POSTPONEMENT OF THE LISTING

In view of the reduction in the number of Offer Shares, the current market conditions and in order to allow potential investors to have more time to make their investment decisions, the expected timetable of the Global Offering has been revised. In order to enable applicants who have validly applied for the Hong Kong Offer Shares (the “ Eligible Applicants ”) to consider this significant new information, the Company has published the Supplemental Prospectus on December 18, 2014 to reflect the changes in the structure of the Global Offering and other information.

Investors who wish to proceed with their applications must confirm their applications by submitting the Confirmation Form, which was issued by the Company together with the Supplemental Prospectus, before the deadline stipulated in the Supplemental Prospectus, being 5:00 p.m. on Monday, December 22, 2014. Eligible Applicants who do not confirm their applications in accordance with the procedures set out in the Supplemental Prospectus, will be taken as not proceeding with their applications and their applications will be rejected. Please refer to the section headed “9. Confirmation of Applications” in the Supplemental Prospectus for further details.

Copies of the Prospectus, the Supplemental Prospectus and the Confirmation Form described in this announcement may be obtained from 9:00 a.m. to 5:00 p.m. on Thursday, December 18, 2014, Friday, December 19, 2014 and Monday, December 22, 2014 from any of the following addresses:

Office Address Citigroup Global Markets Asia Limited 50/F, Citibank Tower Citibank Plaza 3 Garden Road Central Hong Kong Macquarie Capital Securities Limited Level 18, One International Finance Centre 1 Harbour View Street Central Hong Kong CCB International Capital Limited 12/F, CCB Tower 3 Connaught Road Central Central Hong Kong

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or any of the following branches of the following receiving banks:

(i) 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 Branch Shop G201, G/F.,
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
(ii) 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

or at the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong.

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REVISED TIMETABLE OF THE GLOBAL OFFERING

(1) The revised expected timetable of the Global Offering is as follows :

  • (1) Announcement of the reduction in number of

  • Offer Shares, the publication of the Supplemental Prospectus and the change in the expected timetable of the Global Offering to be published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.linekong.com and also in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) . . . . . . . . . . . . . . . . . . . . . . . . Thursday, December 18, 2014

  • (2) The Supplemental Prospectus and the Confirmation Form

  • to be published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.linekong.com . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, December 18, 2014

  • (3) The period when Eligible Applicants may lodge

confirmation of their applications for the Hong Kong Offer Shares under the Hong Kong Public Offering in full(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. to 5:00 p.m. on Thursday, December 18, 2014 Friday, December 19, 2014 Monday, December 22, 2014 (4) Expected Price Determination Date(3) on or around . . . . . . . . . . . Monday, December 22, 2014

  • (5) Announcement of

  • the final Offer Price:

  • the level of valid applications in the Hong Kong

    • Public Offering, taking into account all

    • confirmations from the Eligible Applicants:

  • the level of indications of interest in

    • the International Offering; and
  • the basis of allotment of the Hong Kong Offer Shares,

    • subject to such applications being validly confirmed by the Eligible Applicants.
  • to be published in the South China Morning Post

  • (in English) and the Hong Kong Economic Times (in Chinese) on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, December 29, 2014

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  • (6) Results of allocations in the Hong Kong
Public Offering (with successful applicants’ identification Public Offering (with successful applicants’ identification
document numbers, where appropriate) to be available
through a variety of channels (please refer to the
section headed “How to Apply for Hong Kong Offer Shares
— 11. Publication of results” in the Prospectus) from. . . . . . . Monday, December 29, 2014
(7) A full announcement of the Hong Kong Public Offering
containing (5) and (6) above to be published on
the website of the Stock Exchange atwww.hkexnews.hk (4)
and the Company’s website atwww.linekong.com
(5)from . . . Monday, December 29, 2014
(8) Results of allocations in the Hong Kong Public Offering
will be available atwww.iporesults.com.hk
with
a “search by ID” function. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, December 29, 2014
(9) White Form e-Refund payment instructions in respect of
wholly or partially unsuccessful applications and
unconfirmed applications to dispatched on
(6)(11). . . . . . . .
. . . . Monday, December 29, 2014
(10) Refund cheques in respect of wholly or partially
unsuccessful applications and unconfirmed applications
to be posted on
(7)(8)(9)(11). . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . Monday, December 29, 2014
(11) Share certificates to be posted or deposited into
CCASS on
(7)(10). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . Monday, December 29, 2014
(12) Dealings in Shares on GEM expected to commence on. . . . . . . . Tuesday, December 30, 2014

Notes:

  • (1) All times refer to Hong Kong local time. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure of the Global Offering” in the Prospectus. We will publish an announcement in case there is any change in the revised expected timetable of the Hong Kong Public Offering shown above.

  • (2) If there is a “black” rainstorm warning or a tropical cyclone warning signal number eight or above in force in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. on Monday, December 22, 2014, the last day of the period in which Eligible Applicants can confirm their applications for the Hong Kong Offer Shares will be postponed to the next Business Day which does not have either of those warning signals in force in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. on such day. A further announcement will be made by the Company if there is any postponement to the dates mentioned in this section headed “8. Revised timetable of the Global Offering” of the Supplemental Prospectus.

  • (3) The Price Determination Date is expected to be on or around December 22, 2014 (at a time no earlier than the Closure of Confirmation Period) and in any event not later than December 24, 2014. If, for any reason, we and the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) are unable to reach an agreement on the Offer Price, the Hong Kong Public Offering and the International Offering will not become unconditional and will lapse immediately.

  • (4) The announcement will be available for viewing on the “New Listings — GEM — Allotment Results” page on the Stock Exchange’s website at www.hkexnews.hk .

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  • (5) Neither of the website of our Company nor any of the information contained on the website of our Company forms part of the Prospectus or the Supplemental Prospectus.

  • (6) Applicants who apply through the White Form eIPO service by paying the application monies through a single bank account may have e-Refund payment instructions (if any) dispatched to their application payment account on December 29, 2014. Applicants who apply through the White Form eIPO service by paying the application monies through multiple bank accounts may have refund cheque(s) sent to the addresses specified in their application instructions to the designated White Form eIPO Service Provider on December 29, 2014, by ordinary post and at their own risk.

  • (7) Applicants who apply on WHITE Application Forms for 1,000,000 Hong Kong Offer Shares or more and have provided all required information may collect refund cheques (where applicable) and Share certificates (where applicable) in person from the Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopwell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, from 9:00 a.m. to 1:00 p.m. on December 29, 2014. Applicants being individuals who opt for personal collection must not authorize any other persons to make their collection on their behalf. Applicants being corporations who opt for personal collection must attend by their authorized representatives bearing letters of authorization from their corporations stamped with the corporation’s chop. Identification documents and authorization documents (where applicable) acceptable to the Hong Kong Share Registrar must be produced at the time of collection. Further information is set out in the section headed “How to Apply for Hong Kong Offer Shares — 14. Dispatch/Collection of Share Certificates and Refund Monies” in the Prospectus. Part of your Hong Kong identity card number/passport number, or, if you are a joint applicant, part of the Hong Kong identity card number/passport number of the first-named applicant provided by you, may be printed on your refund cheque, if any. Such data would also be transferred to a third party for refund purposes. Your banker may require verification of your Hong Kong identity card number/passport number before encashment of your refund cheque. Inaccurate completion of your Hong Kong identity card number/passport number may lead to delay in encashment of, or may invalidate, your refund cheque.

  • (8) Applicants who apply on YELLOW Application Forms for 1,000,000 Hong Kong Offer Shares or more and have provided all required information may collect their refund cheques (if any) from the Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited at Shop 1712–1716, 17th Floor, Hopwell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, from 9:00 a.m. to 1:00 p.m. on December 29, 2014, but may not elect to collect their Share certificates, which will be deposited into CCASS for credit to their designated CCASS Participant stock accounts or CCASS Investor Participant stock accounts, as appropriate. The procedures for collection of refund cheques (if any) for applicants who apply on YELLOW Application Forms are the same as those for applicants who apply on WHITE Application Forms.

  • (9) Uncollected Share certificates and/or refund cheques (if any) will be dispatched by ordinary post at the applicants’ own risk to the addresses specified in the relevant Application Forms. Further information is set out in the section headed “How to Apply for Hong Kong Offer Shares — 14. Dispatch/Collection of Share Certificates and Refund Monies” in the Prospectus.

  • (10) Share certificates for the Hong Kong Offer Shares applied for by YELLOW Application Forms and giving electronic application instructions to HKSCC are expected to be deposited into CCASS on Monday, December 29, 2014 for credit to the respective CCASS Participant’s stock accounts.

  • (11) Refunds will be issued in respect of wholly or partially unsuccessful applications and unconfirmed applications and in respect of successful applicants in the event that the Offer Price as finally determined is less than the price payable on application.

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RESULTS OF ALLOCATIONS

It is expected that on Monday, December 29, 2014, the Company will issue an announcement setting out the level of valid applications in the Hong Kong Public Offering, taking into account the receipt of confirmations from the Eligible Applicants in accordance with the procedures set out in the Supplemental Prospectus, and the level of interest in the International Offering.

COMMENCEMENT OF DEALING

Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Tuesday, December 30, 2014, it is expected that dealings in the Shares on GEM will commence at 9:00 a.m. on Tuesday, December 30, 2014.

By order of the Board of Linekong Interactive Co., Ltd. Wang Feng Chairman

Hong Kong, December 18, 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 non-executive 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 enquiries, 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 and 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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