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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hong Kong Television Network Ltd. (MM) | NASDAQ:CTEL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.08 | 0 | 01:00:00 |
CITY TELECOM (H.K.) LIMITED
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By: | /s/ Lai Ni Quiaque | |||
Name: | Lai Ni Quiaque | |||
Title: | Executive Director, Chief Financial Officer and Company Secretary | |||
(i) |
the Company has agreed to issue and sell to the Underwriters and the Underwriters have agreed
to purchase from the Company an aggregate of 3,500,000 ADSs representing in aggregate
70,000,000 New Shares of the Company, at the Offer Price;
|
(ii) |
the Company has granted to the Underwriters an option to purchase up to an additional 525,000
ADSs, representing in aggregate up to 10,500,000 New Shares, from the Company at the Offer
Price, solely to cover over-allotments in the sale of the ADSs. Such over-allotment option may
be exercised in whole or in
part at any time on or before 12:00 noon, New York City time, on the business day before the
Firm ADS Closing Date, and from time to time thereafter within 30 days from the date of the
Underwriting Agreement; and
|
(iii) |
the Offer Price has been fixed at US$13.00 (equivalent to approximately HK$100.91) per ADS.
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Date:
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23 April 2010 | |
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Parties:
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the Company and Oppenheimer (as representative of the several Underwriters) | |
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To the best of the Directors knowledge, information and belief having made all reasonable enquiries, each of the Underwriters and their respective beneficial owners is a third party independent of the Company and its connected persons. |
Number of ADSs underwritten:
|
The Underwriters have agreed to purchase from the Company an aggregate of 3,500,000 ADSs, representing in aggregate 70,000,000 New Shares of the Company, at the Offer Price. | |
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Over-allotment option:
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The Company has granted to the Underwriters an option to purchase up to an additional 525,000 ADSs, representing in aggregate up to 10,500,000 New Shares, from the Company at the Offer Price, solely to cover over-allotments in the sale of the ADSs. Such over-allotment option may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm ADS Closing Date, and from time to time thereafter within 30 days from the date of the Underwriting Agreement. Accordingly, the exercise period of the over-allotment option will expire on 23 May 2010. | |
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Offer Price:
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US$13.00 (equivalent to approximately HK$100.91) per ADS. | |
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Fees and commission:
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The Underwriters are entitled to an underwriting discount of 5% per ADS. | |
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Lock-Up:
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Certain of the Directors, namely Mr. Wong Wai Kay, Ricky; Mr. Cheung Chi Kin, Paul; Mr. Yeung Chu Kwong, William; and Mr. Lai Ni Quiaque have entered into lock-up agreements with Oppenheimer, as representative of the Underwriters, providing that during the Lock-Up Period, he/she will not, without the prior written consent of Oppenheimer, on behalf of the Underwriters, directly or indirectly | |
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(1) (i) offer, pledge, assign,
encumber, announce the intention to sell, sell, contract to
sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of,
any ADSs or Shares or any securities convertible into or
exercisable or exchangeable for ADSs or Shares owned either
of record or beneficially by him/her on the date of such
agreement or thereafter acquired, or (ii) enter into any
swap or other agreement that transfers, in whole or in part,
any of the economic consequences of ownership of the ADSs or
Shares, whether any transaction described in (i) or (ii)
above is to be settled by delivery of ADSs, Shares or such
other securities, in cash or otherwise, or publicly announce
an intention to do any of the foregoing.
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|
(2) make any demand for or
exercise any right with respect to, the registration of any
ADSs, Shares or any security convertible into or exercisable
or exchangeable for ADSs or Shares.
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The foregoing shall not apply to (a) ADSs or Shares to be transferred as a gift or gifts (provided that any donee thereof agrees in writing to be bound by the same lock-up restrictions); (b) any sale of securities pursuant to the Prospectus; and (c) sales under any 10b-5 plan. |
(1) |
Oppenheimer having received the notification that the Registration Statement has become
effective;
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(2) |
the Prospectus having been timely filed with the SEC in accordance with the terms of the
Underwriting Agreement and any material required to be filed by the Company pursuant to
Rule 433(d) under the Securities Act having been timely filed with the SEC in accordance
with such rule;
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(3) |
there being no order preventing or suspending the use of any Preliminary Prospectus, the
Prospectus or any free writing prospectus (as defined in Rule 405 under the Securities
Act) in effect and no order suspending the effectiveness of the Registration Statement in
effect, and no proceedings for such purpose pending before or threatened by the SEC, and
any requests for additional information on the part of the SEC (to be included in the
Registration Statement or the Prospectus or otherwise) having been complied with to the
satisfaction of the SEC and Oppenheimer;
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(4) |
the representations and warranties of the Company contained in the Underwriting Agreement
and in any closing certificate being true and correct when made and on and as of each
Closing Date as if made on such date;
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(5) |
the Company having performed all covenants and agreements and satisfied all conditions in
the Underwriting Agreement required to be performed or satisfied by it at or before the
Closing Date;
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(6) |
Oppenheimer having received on each Closing Date a closing certificate of the Company;
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(7) |
Oppenheimer having received comfort letters issued by the auditor of the Company and in
the form and substance reasonably satisfactory to Oppenheimer dated as of the signing date
of the Underwriting Agreement and as of the Closing Date;
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(8) |
Oppenheimer having received the requisite legal opinions, each in the form agreed by the
parties;
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(9) |
all proceedings taken in connection with the sale of the ADSs being in form and substance
reasonably satisfactory to Oppenheimer;
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(10) |
Oppenheimer having received the lock-up agreements executed by certain Directors (see
sub-section headed Lock-up above);
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(11) |
the ADSs having been approved for listing on the Nasdaq Global market, subject only to
official notice of issuance;
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(12) |
the Company and the Depositary having executed and delivered any necessary amendment to
the Deposit Agreement in form and substance satisfactory to Oppenheimer and the Deposit
Agreement being in full force and effect;
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(13) |
Oppenheimer being reasonably satisfied that since the respective dates as of which
information is given in any of the Relevant Documents,
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(i) |
there being no material change in the capital stock of the Company or any
material change in the indebtedness (other than in the ordinary course of business) of
the Company,
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(ii) |
except as disclosed or contemplated in the Relevant Documents, no material oral
or written agreement or other transaction being made by the Company that is not in the
ordinary course of business or that could reasonably be expected to result in a
material reduction in the future earnings of the Company;
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(iii) |
no loss or damage to the property of the Company having been sustained that had
or could reasonably be expected to have a material adverse effect on the assets,
properties, condition, financial or otherwise, or in the results of operations or
business affairs or business prospects of the Group considered as a whole;
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(iv) |
no legal or governmental action, suit or proceeding affecting the Company or any
of its properties that is material to the Company or the transactions contemplated
under the Underwriting Agreement being instituted or threatened;
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(v) |
there being no material change in the assets, properties, condition (financial
or otherwise), or in the results of operations, business affairs or business prospects
of the Group that makes it impractical or inadvisable in Oppenheimers judgment to
proceed with the purchase or offering of the ADSs;
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(14) |
FINRA having issued a conditional no-objections opinion with respect to the Base
Prospectus and a no objections opinion with respect to the final Prospectus, on or before
the Firm ADSs Closing Date;
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(15) |
FINRA having raised no objection with respect to the fairness and reasonableness of the
underwriting terms and agreements in connection with the ADR Offering; and
|
(16) |
the Company having furnished or caused to be furnished to Oppenheimer such further
certificates or documents as Oppenheimer shall have reasonably requested.
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(1) |
there has occurred any material adverse change in the securities markets or any event, act
or occurrence that has materially disrupted, or in the opinion of Oppenheimer, will in the
future materially disrupt, the securities markets or there shall be such material adverse
change in general financial, political or economic conditions or the effect of
international conditions on the financial markets in the United States is such as to make
it, in the judgment of Oppenheimer, inadvisable or impracticable to market the ADSs or
enforce contracts for the sale of the ADSs;
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(2) |
there has occurred any outbreak or material escalation of hostilities or other calamity or
crisis the effect of which on the financial markets of Hong Kong or the United States is
such as to make it, in the judgment of Oppenheimer, inadvisable or impracticable to market
the ADSs or enforce contracts for the sale of the ADSs;
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(3) |
trading in the ADSs or any securities of the Company has been suspended or materially
limited by the SEC or the Stock Exchange or trading generally on the Stock Exchange, the
New York Stock Exchange, Inc., the NYSE Amex LLC and or the Nasdaq Global Market has been
suspended or materially limited, or minimum or maximum ranges for prices for securities
shall have been fixed, or maximum ranges for prices for securities have been required, by
any of the said exchanges or by such system or by order of the SEC, FINRA, or any other
governmental or regulatory authority;
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(4) |
a banking moratorium has been declared by any Hong Kong, state, or federal authority; or
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(5) |
in the judgment of Oppenheimer, there has been, since the time of execution of the
Underwriting Agreement or since the respective dates as of which information is given in
the Prospectus, any material adverse change in the assets, properties, condition, financial
or otherwise, or in the results of operations, business affairs or business prospects of
the Group as a whole, whether or not arising in the ordinary course of business.
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(1) |
a discount of approximately 8.18% to the closing price of HK$5.50 per Share quoted on the
Stock Exchange on 22 April 2010, the day before the signing of the Underwriting Agreement;
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(2) |
a discount of approximately 9.82% to the average closing price of HK$5.60 per Share quoted
on the Stock Exchange for the 5 trading days ending on 22 April 2010, the day before
signing of the Underwriting Agreement;
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(3) |
a premium of approximately 172.97% over net asset value per Share of approximately HK$1.85
as at 31 August 2009 as shown in the audited consolidated balance sheet of the Group for
the financial year ended 31 August 2009.
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Immediately after the ADR | Immediately after the ADR | |||||||||||||||||||||||
As at the date of | Offering if the over-allotment | Offering if the over-allotment | ||||||||||||||||||||||
this announcement | option is not exercised | option is exercised in full | ||||||||||||||||||||||
Shareholders | No. of Shares | Approximately % | No. of Shares | Approximately % | No. of Shares | Approximately % | ||||||||||||||||||
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Mr. Wong Wai Kay, Ricky
(Note 1)
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346,959,573 | 50.69 | 346,959,573 | 45.98 | 346,959,573 | 45.35 | ||||||||||||||||||
Mr. Cheung Chi Kin, Paul
(Note 2)
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42,286,159 | 6.18 | 42,286,159 | 5.60 | 42,286,159 | 5.53 | ||||||||||||||||||
Mr. Yeung Chu Kwong, William
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2,306,000 | 0.33 | 2,306,000 | 0.31 | 2,306,000 | 0.30 | ||||||||||||||||||
Mr. Lai Ni Quiaque
(Note 3)
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10,392,506 | 1.52 | 10,392,506 | 1.38 | 10,392,506 | 1.36 | ||||||||||||||||||
Public
(Note 4)
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282,553,106 | 41.28 | 352,553,106 | 46.73 | 363,053,106 | 47.46 | ||||||||||||||||||
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Total
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684,497,344 | 100 | 754,497,344 | 100 | 764,997,344 | 100 |
(1) |
339,814,284 Shares are held by Top Group International Limited which is 42.12% owned by
Mr. Wong Wai Kay, Ricky.
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|
(2) |
24,924,339 Shares are held by Worship Limited which is 50% owned by Mr. Cheung Chi Kin,
Paul.
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(3) |
10,392,506 Shares are jointly owned by Mr. Lai Ni Quiaque and his spouse.
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(4) |
Including Shares represented by ADS, which are held by a custodian on behalf of the
Depositary.
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ADR(s)
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the American depositary receipts that evidence the ADSs | |
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ADR Offering
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the proposed issue of up to 4,025,000 ADSs (including the over-allotment option for 525,000 ADSs) representing up to 80,500,000 New Shares | |
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ADS(s)
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the American depositary share(s), each of which represents 20 Shares, to be issued by the Company in the United States pursuant to the ADR Offering | |
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Base Prospectus
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prospectus dated 8 April 2010 forming a part of the Registration Statement filed by the Company in conformity with the requirements of the Securities Act, and the published rules and regulations thereunder | |
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Board
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the board of Directors | |
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Closing Dates
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collectively the Firm ADS Closing Date and the Option ADS Closing Date and each a Closing Date | |
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Company
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City Telecom (H.K.) Limited, a company incorporated in Hong Kong with limited liability, the securities of which are listed on the Stock Exchange | |
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connected persons
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shall have the meaning ascribed to it under the Listing Rules | |
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Depositary
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The Bank of New York Mellon | |
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Deposit Agreement
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the deposit agreement dated 2 November 1999 among the Company, the Depositary and the ADR holders, which sets out the ADR holder rights as well as the rights and obligations of the Depositary | |
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Director(s)
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director(s) of the Company | |
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FINRA
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the Financial Industry Regulatory Authority of the United States | |
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Firm ADS Closing Date
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10:00 a.m., New York City time, on the third business day following the date of the Underwriting Agreement or at such time on such other date, not later than ten (10) business days after the date of the Underwriting Agreement, as shall be agreed upon by the Company and Oppenheimer | |
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General Disclosure Package
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Prospectus and the Statutory Prospectus | |
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General Mandate
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the general mandate granted to the Directors by the Shareholders at the annual general meeting held on 18 December 2009, among other things, to allot, issue and deal with up to 20% of the then issued share capital of the Company as at the date of the annual general meeting |
Group
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the Company and its subsidiaries | |
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Hong Kong
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the Hong Kong Special Administrative Region of the Peoples Republic of China | |
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Listing Rules
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the Rules Governing the Listing of Securities on the Stock Exchange | |
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Lock-Up Period
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a period ending 90 days after 23 April 2010 | |
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New Shares
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new Shares proposed to be issued as underlying securities for the ADSs to be issued for purposes of the ADR Offering | |
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Offer Price
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the price per ADS to be agreed upon by the Company and the Underwriters | |
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Oppenheimer
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Oppenheimer & Co. Inc. | |
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Option ADS Closing Date
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such time and on date of delivery of the ADSs to be purchased under the over-allotment option as Oppenheimer may specify in the notice to the Company exercising the over-allotment option | |
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Preliminary Prospectus
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the Base Prospectus, any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 under the Securities Act, in the form provided to the Underwriters by the Company for use in connection with the ADR Offering | |
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Prospectus
|
the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus, and including, without limitation, the final prospectus supplement, filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the ADR Offering contemplated by the Underwriting Agreement through the date of such prospectus supplement. | |
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Registration Statement
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the registration statement on Form F-3 (No. 333-164786) filed by the Company, including all exhibits, financial schedules and all documents and information deemed to be part thereof through incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act and deemed to be part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act |
Relevant Documents
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collectively the Registration Statement, the Statutory Prospectus, the General Disclosure Package and the Prospectus | |
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Securities Act
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The Securities Act of 1933, as amended | |
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SEC
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The Securities and Exchange Commission of the United States | |
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Share(s)
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ordinary share(s) of HK$0.10 each in the capital of the Company | |
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Shareholder(s)
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holder(s) of the Share(s) | |
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Statutory Prospectus
|
the Preliminary Prospectus relating to the ADSs that is included in the Registration Statement immediately prior to 6:00 pm (US Eastern time) on the date of the Underwriting Agreement, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof | |
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Stock Exchange
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The Stock Exchange of Hong Kong Limited | |
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Underwriters
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Oppenheimer and Roth Capital Partners, LLC, the underwriters of the ADR Offering | |
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Underwriting Agreement
|
the underwriting agreement dated 23 April 2010 between Oppenheimer, as representative of the several Underwriters, and the Company in relation to the ADR Offering | |
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US$
|
US dollars, the lawful currency of United States of America | |
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%
|
per-cent |
By Order of the Board | ||
City Telecom (H.K.) Limited | ||
Lai Ni Quiaque | ||
Executive Director, Chief Financial Officer and | ||
Company Secretary |
1 Year Hong Kong Television Network Ltd. (MM) Chart |
1 Month Hong Kong Television Network Ltd. (MM) Chart |
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