THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE
INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE
SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
DEFINITIONS
In this document, unless the context otherwise requires, the following expressions have the
following meanings.
[REDACTED]
“Articles” or “Articles of
Association”
the amended and restated articles of association of our
Company, adopted on [●] 2016 which shall become effective
upon registration by the Registrar of Corporate Affairs in the
BVI prior to the [REDACTED], and as amended from time to
time, a summary of which is set forth in the section headed
“Summary of the Constitution of our Company and BVI
Company Law” in Appendix IV to this document
“associate(s)”
has the meaning ascribed to it under the Listing Rules
“Banking Ordinance”
the Banking Ordinance (Chapter 155 of the Laws of Hong
Kong) as amended, supplemented or otherwise modified from
time to time
“Board”
the board of Directors
“Business Day”
a day (other than a Saturday, Sunday or public holiday) on
which licensed banks in Hong Kong are generally open for
normal banking business
“BVI”
the British Virgin Islands
“[REDACTED]”
the issue of [REDACTED] Shares to be made upon the
[REDACTED] of part of the amount standing to the credit of
the reserve account of our Company referred to in the
paragraph headed “3. Written resolutions of our Shareholders
passed on [●]” under the section headed “Appendix V —
Statutory and General Information — A. Further information
about the Company” to this document
“CCASS”
the Central Clearing and Settlement System established and
operated by HKSCC
“CCASS Clearing Participant”
a person admitted to participate in CCASS as a direct clearing
participant or general clearing participant
“CCASS Custodian Participant”
a person admitted to participate in CCASS as a custodian
participant
— 12 —
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE
INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE
SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
DEFINITIONS
“CCASS Investor Participant”
a person admitted to participate in CCASS as an investor
participant who may be an individual or joint individuals or a
corporation
“CCASS Operational Procedures”
the operational procedures of HKSCC in relation to CCASS,
containing the practices, procedure and administrative
requirements relating to the operations and functions of
CCASS, as from time to time in force
“CCASS Participant”
a CCASS Clearing Participant or a CCASS Custodian
Participant or a CCASS Investor Participant
“Chicago Warehouse Operator”
the operator of the Chicago Warehouse, an Independent Third
Party
“Chicago Warehouse”
storage space utilised by the Group pursuant to the Warehouse
Agreement located at 1101 Busse Road, Elk Grove Village,
60007 Illionis, Chicago, the US
“China” or “PRC”
the People’s Republic of China, but for the purpose of this
document only and except where the context requires
otherwise, references in this document to “China” or “PRC”
do not include Hong Kong, the Macau Special Administrative
Region and Taiwan
“close associates”
has the meaning ascribed to it under the Listing Rules
“Companies Act”/ “BVI Business
Companies Act”
the BVI Business Companies Act, 2004, as amended,
supplemented or otherwise modified from time to time
“Companies Ordinance”
the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong) as amended, supplemented or otherwise modified from
time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong) as
amended, supplemented or otherwise modified from time to
time
“Company”, “our Company”
Pantronics Holdings Limited, a company incorporated in the
BVI on 27 December 1990 with limited liability
“connected person(s)”
has the same meaning ascribed to it under the Listing Rules
“connected transaction(s)”
has the same meaning ascribed to it under the Listing Rules
“Controlling Shareholders”
the controlling shareholders (having the meaning ascribed to
it under the Listing Rules) of the Company, namely, Mr. Hsu,
SNH Global and New Wave
— 13 —
Co 3rd Sch 29
Co S.342
LR8.02
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE
INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE
SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
DEFINITIONS
“Corporate Governance Code”
the Corporate Governance Code as set out in Appendix 14 to
the Listing Rules
“Deed of Indemnity”
the deed of indemnity dated [●] entered into by the
Controlling Shareholders in favour of our Group as further
detailed in the section headed “Other information — Tax and
other indemnities” in Appendix V to this document
“Deed of Non-competition”
the deed of non-competition dated [●] given by the
Controlling Shareholders in favour of our Company (for itself
and as trsutee for its subsidiaries)
“Director(s)”
the director(s) of our Company
“[REDACTED]”
any full-time employee of our Group who joined our Group on
or before the Latest Practicable Date and who: (a) is at least
18 years of age; (b) has a Hong Kong address and is a holder
of Hong Kong Identity Card; (c) remains as a full-time
employee of our Company or any of our subsidiaries, and is
not on probation, as at the Latest Practicable Date; (d) has not
tendered resignation or been given notice of termination of
employment for any reason other than redundancy or
retirement on or before the Latest Practicable Date; (e) is not
the chief executive or directors of our Company or our
subsidiaries or a close associate of such chief executive or
directors; (f) is neither an, nor an associate of an, existing
beneficial owner of Shares or of shares of any of our
subsidiaries; and (g) is not any other connected persons of the
Company
“[REDACTED]”
the offer of the [REDACTED] for subscription by the
[REDACTED] at the [REDACTED] (plus a brokerage fee of
1%, SFC transaction levy of 0.0027% and Stock Exchange
trading fee of 0.005%) on the terms and subject to the
conditions described in this document and the [REDACTED],
as further described in “Structure of the [REDACTED] — The
[REDACTED]” in this document
“[REDACTED]”
the [REDACTED] (representing [1.0%] of the total number of
[REDACTED]
initially
being
offered
under
the
[REDACTED] (assuming that the [REDACTED] is not
exercised), respectively) being offered pursuant to the
[REDACTED] and which are to be allocated out of the
[REDACTED]
“Euromonitor”
Euromonitor International Limited, a global
organisation and an Independent Third Party
— 14 —
research
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE
INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE
SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
DEFINITIONS
“Euromonitor Report”
An industry report prepared by Euromonitor which was
commissioned by us in relation to the EMS industry in China
“Grace Harvest”
Grace Harvest Corporation Limited (雅沛有限公司), a
company incorporated in Hong Kong with limited liability on
8 July 2014 and which is a wholly-owned subsidiary of the
Company
“Group”, “we”, “us” or “our”
our Company together with its subsidiaries and in respect of
the period before our Company became the holding company
of its present subsidiaries, the companies that are the present
subsidiaries of our Company
“HK$” or “HK dollar(s)” or
“HKD” and “cent(s)”
Hong Kong dollar(s) and cent(s) respectively, the lawful
currency of Hong Kong
“HKFRS”
Hong Kong Financial Reporting Standards
“HKSCC”
Hong Kong Securities Clearing Company Limited
“HKSCC Nominees”
HKSCC Nominees Limited, a wholly-owned subsidiary of
HKSCC
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Hong Kong Branch Share
Registrar”
[REDACTED]
“Hong Kong Legal Counsel”
Mr. David Fong, barrister-at-law of Hong Kong and an
Independent Third Party
“Incoterms”
Incoterms rules or International Commercial Terms, a series
of pre-defined commercial terms published by the
International Chamber of Commerce (ICC). They are widely
used in International commercial transactions or procurement
processes
“Independent Third Party(ies)”
party or parties that is or are independent of and not
connected with our Company and connected persons of our
Company within the meaning of the Listing Rules
“IRD”
Inland Revenue Department of the government of Hong Kong
“Latest Practicable Date”
22 April 2016, being the latest practicable date for
ascertaining certain information prior to the printing of this
document
[REDACTED]
— 15 —
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE
INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE
SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
DEFINITIONS
“Listing Committee”
the Listing Committee of the Stock Exchange
[REDACTED]
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, as amended, supplemented
or otherwise modified from time to time
“Macau”
the Macao Special Administrative Region of the PRC
“Main Board”
the stock exchange (excluding the option markets) operated
by the Stock Exchange which is independent from and
operated in parallel with the Growth Enterprise Market of the
Stock Exchange
“Material Adverse Change”
any development involving a material adverse change or
prospective material adverse change, in or affecting the
assets, liabilities, business, management, prospects,
shareholders’ equity, profits, losses, results of operations,
position or condition, financial or otherwise, or performance
of our Company and other members of our Group, taken as a
whole
“Memorandum” or “Memorandum
of Association”
the amended and restated memorandum of association of the
Company adopted on [●] 2016 which shall become effective
upon registration by the Registrar of Corporate Affairs in the
BVI prior to the [REDACTED], and as amended from time to
time
“Mr. Hsu”
Mr. Hsu Simon Nai-cheng (徐乃成), the Controlling
Shareholder and the non-executive Director of our Company
“Mr. Lim”
Mr. Henry Woon-hoe Lim, an executive Director of our
Company
[REDACTED]
“New Wave”
New Wave Capital Limited (新浪投資有限公司), a company
incorporated in the BVI on 8 October 2013 with limited
liability and wholly owned by SNH Global, a Controlling
Shareholder
— 16 —
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE
INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE
SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
DEFINITIONS
“[REDACTED]”
the final price per [REDACTED] in Hong Kong dollars
(exclusive of brokerage of 1%, SFC transaction levy of
0.0027% and the Stock Exchange trading fee of 0.005%) at
which the [REDACTED] are to be subscribed for or
purchased pursuant to the [REDACTED], to be determined in
the manner further described in the paragraph headed
“Structure of the [REDACTED] — [REDACTED] —
Determining the [REDACTED]” in this document
[REDACTED]
“Octal Capital” or “Sole
Sponsor”, “[REDACTED]” or
“[REDACTED]”
Octal Capital Limited (八方金融有限公司), a licensed
corporation under the SFO and permitted to carry out Type 1
(dealing in securities) and Type 6 (advising on corporate
finance) of the regulated activities as defined under the SFO,
acting as the sole sponsor, [REDACTED] and [REDACTED]
to the [REDACTED]
[REDACTED]
“Pan Electrium”
Pan Electrium Industrial Company Limited (品力實業有限公
司), a company incorporated in Hong Kong with limited
liability on 4 March 1998 and which is an indirect
wholly-owned subsidiary of the Company
“Panjet BVI”
Panjet (Int’l) Limited, a company incorporated in the BVI
with limited liability on 18 August 1992 and which is a
wholly-owned subsidiary of the Company
“Panjet Service”
Panjet Service Company Limited (品捷有限公司), a company
incorporated in Hong Kong with limited liability on 15
January 1991 and which is a wholly-owned subsidiary of the
Company
“Pantene Industrial”
Pantene Industrial Co. Limited (品頂實業有限公司), a
company incorporated in Hong Kong with limited liability on
30 December 1983 and which is a wholly-owned subsidiary of
the Company
— 17 —
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE
INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE
SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
DEFINITIONS
“Pantene Philippines”
Pantene Industrial (Philippines), Inc., a company
incorporated under Philippine laws on 4 September 1996,
which is in the process of disposal under the Reorganisation
“Pantene USA”
Pantene Electronics North America, Inc., a corporation under
the laws of the State of Illinois with limited liability on 26
August 2005 and which is an indirect wholly-owned
subsidiary of the Company
“Pantronics BVI”
Pantronics (Int’l) Limited, a company incorporated in the BVI
with limited liability on 22 July 1991 and which is a
wholly-owned subsidiary of the Company
“Pantronics International”
Pantronics International Holdings Limited (品德國際集團有
限公司), a company incorporated in Hong Kong with limited
liability on 1 July 1993 and which is a wholly-owned
subsidiary of the Company
“Philippines”
The Republic of the Philippines
“Philippines Legal Advisers”
Fortun Narvasa Salazar, the legal advisers of the Company as
to Philippines law
“Pin Xin”
Pin Xin International Limited (品新國際有限公司), a
company incorporated in Hong Kong with limited liability on
29 November 1994 and which is an indirect wholly-owned
subsidiary of the Company
[REDACTED]
— 18 —
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE
INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE
SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
DEFINITIONS
[REDACTED]
“PRC Legal Advisers”
King & Wood Mallesons, the legal advisers of the Company
as to PRC law
“Predecessor Companies
Ordinance”
the Companies Ordinance (Chapter 32 of the Laws of Hong
Kong) as in force from time to time before 3 March 2014
[REDACTED]
— 19 —
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE
INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE
SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
DEFINITIONS
“Reorganisation”
the corporate reorganisation of the Group in preparation for
[REDACTED] as more particularly described in the section
headed “History, Reorganisation and Group Structure — The
Reorganisation” in this document
“RMB” or “Renminbi”
Renminbi, the lawful currency of the PRC
[REDACTED]
“SFC”
the Securities and Futures Commission of Hong Kong
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong) as amended, supplemented or otherwise
modified from time to time
“Share(s)”
ordinary share(s) of a nominal value of HK$0.001 each in our
Company
“Shareholder(s)”
holder(s) of issued Share(s)
[REDACTED]
“Share Option Scheme”
the share option scheme conditionally approved and adopted
by our Company pursuant to a resolution passed by the
Shareholders on [●], the principal terms of which are
summarised in the section headed “Share Option Scheme” in
Appendix V to this document
“Shenzhen Pantai”
深圳品泰電子有限公司 (Shenzhen Pantai Electronic Co.,
Ltd.) a company established in the PRC with limited liability
on 9 April 1994 and which is an indirect wholly-owned
subsidiary of the Company
“SNH Global”
SNH Global Holdings Limited (至成控股有限公司), a
company incorporated in the BVI on 27 May 2013 with
limited liability and wholly owned by Mr. Hsu and a
Controlling Shareholder
“Songgang Factory”
our production facilities and dormitories located in Songgang,
Shenzhen, Guangdong Province, China, with a total gross
floor area of approximately 32,427 sq.m. and operated by
Shenzhen Pantai
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
— 20 —
Co 3rd Sch 2
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE
INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE
SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
DEFINITIONS
[REDACTED]
“subsidiary(ies)”
has the meaning ascribed thereto under the Listing Rules
“Substantial Shareholder(s)”
has the meaning ascribed thereto under the Listing Rules
“Takeovers Code”
The Hong Kong Codes on Takeovers and Mergers and Share
Buy-backs, as amended, modified and supplemented from
time to time
“Track Record Period”
the three years ended 30 September 2015 and the four months
ended 31 January 2016
[REDACTED]
“United States”, “U.S.” or “US”
the United States of America
“UPI”
United Pacific Industries Limited (stock code: 0176), a
company listed on the Main Board of the Stock Exchange
“USD”, “US dollars” or “US$”
United States dollars, the lawful currency of the United States
“US Legal Advisers”
CKR LLP, the legal advisers of the Company as to US law
“Warehouse Agreement”
the warehouse agreement entered into between the Company
and Customer A dated 26 November 2001, the terms and
conditions of which remained valid during the Track Record
Period
[REDACTED]
Certain amounts and percentage figures included in this document have been subject to rounding
adjustments. Unless otherwise stated, all the numerical figures are rounded to one decimal place. Any
discrepancy in any table between totals and sums of individual amounts listed in any table are due to
rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation
of the figures preceding them.
— 21 —
LR8.05B(3)
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE
INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE
SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
DEFINITIONS
Unless expressly stated or the context otherwise requires, all data in this document is as at the
date of this document.
The English names of PRC laws, rules, regulations, nationals, entities, governmental authorities,
institutions, facilities, certificates and title etc. mentioned in this document are translations from their
Chinese names and are for identification purpose only. If there is any inconsistency between the
Chinese names and their English translations, the Chinese names shall prevail.
— 22 —