This Composite Document should be read in conjunction with the accompanying Form of Acceptance, the content of which form part of the terms and conditions of the Offer contained herein.
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Composite Document and the accompanying Form of Acceptance, make no representation as to their 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 Composite Document and the accompanying Form of Acceptance.
(Incorporated in the British Virgin Islands with limited liability)
Global Link Communications Holdings Limited國聯通信控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8060) COMPOSITE DOCUMENT IN RELATION TO UNCONDITIONAL MANDATORY CASH OFFER BY CHINA GALAXY FOR AND ON BEHALF OF THE OFFEROR FOR ALL THE ISSUED SHARES IN THE COMPANY (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT) Financial Adviser to the Offeror Independent Financial Adviser to the Independent Board CommitteeCapitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this Composite Document.
A letter from China Galaxy is set out on pages 7 to 15 of this Composite Document. A letter from the Board is set out on pages 16 to 24 of this Composite Document.
A letter from the Independent Board Committee containing its recommendation in respect of the Offer to the Independent Shareholders is set out on pages 25 to 26 of this Composite Document.
A letter from the Independent Financial Adviser containing its advice on the Offer to the Independent Board Committee is set out on pages 27 to 42 of this document.
The procedures for acceptance and settlement of the Offer and related information are set out in Appendix I to this Composite Document and in the accompanying Form of Acceptance. Acceptances of the Offer should be received by the Registrar by no later than 4:00 p.m. on Thursday, 19 May 2016 or such later time(s) and/or date(s) as the Offeror may determine and announce, with the consent of the Executive, in accordance with the Takeovers Code.
Persons including, without limitation, custodians, nominees and trustees, who would, or otherwise intend to, forward this Composite Document and/or, the Form of Acceptance to any jurisdiction outside Hong Kong, should read the details in this regard which are contained in the sub-paragraph headed "Overseas Shareholders" under the paragraph headed "The Offer" in the "Letter from China Galaxy" on pages 7 to 15 of this Composite Document and paragraph 8 of Appendix I to this Composite Document before taking any action. It is the responsibility of each Overseas Shareholder wishing to accept the Offer to satisfy himself, herself or itself as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents and any registration or filing which may be required and the compliance with all necessary formalities, regulatory and/or legal requirements. Overseas Shareholders are advised to seek professional advice on deciding whether or not to accept the Offer.
This Composite Document will remain on the websites of GEM (http://www.hkgem.com) and the Company (http://www.glink.hk) as long as the Offer remains open.
28 April 2016
GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.Page
EXPECTED TIMETABLE iii DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM CHINA GALAXY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 LETTER FROM THE BOARD 16 LETTER FROM THE INDEPENDENT BOARD COMMITTEE 25 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 27 APPENDIX I - FURTHER TERMS AND PROCEDURES OF ACCEPTANCE OF THE OFFER . . . . . . . . . . . . . . . . . . . I-1 APPENDIX II - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . II-1 APPENDIX III - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . III-1 ACCOMPANYING DOCUMENT - FORM OF ACCEPTANCEThe timetable set out below is indicative only and may be subject to changes. Any changes to the timetable will be jointly announced by the Offeror and the Company. Unless otherwise expressly stated, all time and date references contained in this Composite Document refer to Hong Kong time and dates.
Despatch date of this Composite Document and
commencement date of the Offer (Note 1) . . . . . . . . . . . . . . . . . Thursday, 28 April 2016
Latest time and date for acceptance of the Offer (Note 2) . . . . . . . . . . . . . . . . 4:00 p.m. on
Thursday, 19 May 2016
Closing Date (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 19 May 2016
Announcement of the results of the Offer as at
the Closing Date to be posted on the website of
the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . no later than 7:00 p.m. on
Thursday, 19 May 2016
Latest date for posting of remittances in respect of
valid acceptances received under the Offer (Note 3) . . . . . . . . . . Monday, 30 May 2016
Notes:
The Offer, which are unconditional in all respects, are made on the date of posting of this Composite Document, and are capable of acceptance on and from that date until the Closing Date. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances as set out in the section headed "Right of withdrawal" in Appendix I to this Composite Document.
The Offer will be closed on the Closing Date. The latest time for acceptance is 4:00 p.m. on Thursday, 19 May 2016 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. An announcement will be issued through the Stock Exchange website by 7:00 p.m. on Thursday, 19 May 2016 stating whether the Offer has been revised or extended or has expired. In the event that the Offeror decides that the Offer will remain open until further notice, at least 14 days' notice by way of an announcement will be given before the Offer is closed to those Independent Shareholders who have not accepted the Offer.
Remittances in respect of the cash consideration payable for the Shares tendered under the Offer will be made as soon as possible, but in any event within seven Business Days following the date of receipt by the Registrar of the valid requisite documents from the Independent Shareholders accepting the Offer.
If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning signal:
in force in Hong Kong before 12:00 noon but no longer in force after 12:00 noon on the Closing Date, the time and date of the close of the Offer will remain at 4:00 p.m. on the same Business Day; or
in force in Hong Kong between 12:00 noon and 4:00 p.m. on the Closing Date, the time and date of the close of the Offer will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force in Hong Kong or such other day as the Executive may approve.
Save as mentioned above, if the latest time for the acceptance of the Offer and the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will jointly notify the Independent Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.