In this prospectus, unless the context otherwise requires, the following expressions have the following meanings: Articles associate(s) articles of association of the Company has the meaning ascribed thereto in the GEM Listing Rules Beijing Property the property located at Room No. 57234, Xiyuan Hotel, No. 1 Sanlihe Road, Haidian District, Beijing City, the PRC which is currently rented by the Group Board business day BVI the board of Directors of the Company a day (excluding Saturday) on which banks in Hong Kong are open for business the British Virgin Islands Capitalisation Issue an issue of 320,293,821 Shares to be made upon the capitalisation of certain sums standing to the credit of the share premium account of the Company as referred to in the paragraph headed Written resolutions of the sole shareholder of the Company passed on 20th February, 2002 in Appendix V to this prospectus CCASS CCT Companies Law Companies Ordinance Company connected person Datawin Datawin Shares the Central Clearing and Settlement System established and operated by Hongkong Clearing CCT Telecom Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) Tradeeasy Holdings Limited, a company incorporated in the Cayman Islands with limited liability on 20th September, 2001 has the meaning ascribed thereto in the GEM Listing Rules Datawin Limited, a company incorporated on 11th March, 1993 in Hong Kong with limited liability and is a whollyowned subsidiary of the Company shares in the issued capital of Datawin A 41
Dongguan Property Director(s) End User Technology Fuzhou Property GEM the property located at Office Units 10 and 11 on 12th Floor, Hongxi Building, No. 23 Guantai Road, Dongguan City, Guangdong Province, the PRC which is currently rented by the Group the director(s) of the Company End User Technology Limited, a company incorporated in BVI on 12th April, 2000 which is a wholly-owned subsidiary of the Company the property located at Office Units J and K on 25th Floor, Block A, Huakai Fugui Building, No. 8 Dongda Road, Gulou District, Fuzhou City, Fujian Province, the PRC which is currently rented by the Group the Growth Enterprise Market of the Stock Exchange GEM Listing Committee the listing committee of the Stock Exchange with responsibility for GEM GEM Listing Rules GEM website Government Greater China Region Group or TRADEeasy Hantec or Sponsor Hong Kong Hongkong Clearing Independent Third Party or Independent Third Parties the Rules Governing the Listing of Securities on GEM the Internet website with the domain name www.hkgem.com and operated by the Stock Exchange for GEM the Government of Hong Kong the PRC, Hong Kong, Macau and Taiwan the Company and its subsidiaries or, where the context so requires, in respect of the period before the Company became the holding company of its present subsidiaries, such subsidiaries which carried on the existing business of the Group as if they were the Company s subsidiaries at that date Hantec Capital Limited, an investment adviser and dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong), the sponsor of the Placing the Hong Kong Special Administrative Region of the PRC Hong Kong Securities Clearing Company Limited a person(s) or a company(ies) which is not connected with any of the Directors, the chief executive of the Company and its subsidiaries, the Initial Management Shareholders, the substantial shareholders and their respective associates 42
Initial Management Shareholders JS Cresvale Latest Practicable Date Listing Date Macau Main Board Mega Wealth Modified Moratorium Period Moratorium Period Mr. Yu, Mr. Yip, Mr. Wong, Mr. To, Mr. Ng, Mr. Lee, Mr. Lam, Manistar Enterprises Limited, CCT, Mr. Chan Wai Hong, Mr. Chan Kai Fai, Mr. Choy Kwok Kong, Don, Red Oaks International Limited, Mr. Lee Dao Bon, Barton, Yue Brothers Limited, Yue Brothers, Mr. Wong Kam Hoi, Ms. Choy Ching Yee, Ruby, Mr. Chou Hing Yan, Stephen and Mr. Yim Wai Man JS Cresvale International Limited, an investment adviser and dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong), the bookrunner and lead manager of the Placing 20th February, 2002, being the latest practicable date for ascertaining certain information contained herein prior to the printing of this prospectus the date on which the Shares commence trading on the GEM the Macau Special Administrative Region of the PRC the stock market operated by the Stock Exchange prior to the establishment of GEM (excluding the options market) which continues to be operated by the Stock Exchange in parallel with GEM Mega Wealth Investments Limited, a company incorporated in Hong Kong with limited liability on 13th March, 2000 and is a wholly-owned subsidiary of the Company a period of six months from the Listing Date a period of 12 months from the Listing Date Mr. Lam Mr. Lam Kuen Sing, one of the Initial Management Shareholders Mr. Lee Mr. Lee Wing Kwong, one of the Initial Management Shareholders Mr. Ng Mr. Ng Tung Ming, one of the Initial Management Shareholders Mr. To Mr. Wong Mr. Yip Mr. Yu Mr. To Man Yau, Alex, a Director Mr. Wong Kai Yin, Paul, a Director Mr. Yip Kwok Cheung, a Director Mr. Yu Lup Fat, Joseph, the Chairman of TRADEeasy 43
New Shares Over-allotment Option Placing Placing Price Placing Shares PRC PRC Subsidiaries Pre-IPO Share Option Scheme Relevant Securities Reorganisation Sale Shares SDI Ordinance SETC SFC 50,000,000 new Shares to be issued under the Placing, and where relevant, any additional Shares to be issued pursuant to the Over-allotment Option the option to be granted by the Company to the Underwriters exercisable by JS Cresvale (on behalf of the Underwriters) pursuant to the Underwriting Agreement, to require the Company to allot and issue up to an aggregate of 15,000,000 additional New Shares, representing 15% of the Shares initially available under the Placing, at the Placing Price, solely to cover over-allocations in the Placing, if any the conditional placing of the Placing Shares with investors, details of which are described in the section headed Structure of the Placing in this prospectus a price of $0.50 per Placing Share the 50,000,000 New Shares and 50,000,000 Sale Shares initially offered for subscription and purchase under the Placing, subject to adjustment and reallocation as described in the section headed Structure of the Placing in this prospectus the People s Republic of China which shall, for the purpose of this prospectus, exclude Hong Kong, Macau and Taiwan Tradeeasy Beijing and Tradeeasy Guangzhou the share option scheme approved and conditionally adopted by the Company on 20th February, 2002, the principal terms of which are summarised in the section headed Pre-IPO Share Option Scheme in Appendix V of this prospectus has the meaning ascribed thereto in Rule 13.15 of the GEM Listing Rules the re-organisation of the corporate structure of the Group prior to the issue of this prospectus details of which as set out in the paragraph headed Corporate Reorganisation in Appendix V to this prospectus the 50,000,000 Shares being offered for sale by the Vendors under the Placing the Securities (Disclosure of Interests) Ordinance (Chapter 396 of the Laws of Hong Kong) China s State Economic and Trade Commission the Securities and Futures Commission of Hong Kong 44
Share(s) ordinary share(s) of $0.01 each in the share capital of the Company Share Option Scheme the share option scheme conditionally adopted by the Company at an extraordinary general meeting held on 20th February, 2002, the principal terms of which are summarised in the paragraph headed Share Option Scheme in Appendix V to this prospectus Stock Exchange TCL Track Record Period The Stock Exchange of Hong Kong Limited Tradeeasy.Com Limited the two years ended 31st March, 2001 and the four months ended 31st July, 2001 Tradeeasy Beijing Tradeeasy Information Technology (Beijing) Limited, a wholly foreign-owned enterprise in the PRC formed on 26th June, 2000 Tradeeasy BVI Tradeeasy Guangzhou Tradeeasy Hong Kong Tradeeasy Investments UK Tradeeasy (BVI) Limited, a company incorporated in BVI on 27th July, 2000 and is a wholly-owned subsidiary of the Company Tradeeasy Information Technology (Guangzhou) Limited, a Sino-foreign cooperative joint venture limited liability company formed on 26th June, 2000 in the PRC established by Mega Wealth and (Dong Shan (G.E.) Foreign Economic Development Co.) which is independent of the Directors, the chief executive, the Initial Management Shareholders or any of their respective associates Tradeeasy Limited, a company incorporated in Hong Kong on 26th May, 2000 and is a wholly-owned subsidiary of the Company Tradeeasy Investments Limited, a company incorporated in BVI on 20th September, 2001 and is a wholly-owned subsidiary of the Company United Kingdom Underwriters JS Cresvale, Hantec, CM-CCS Securities Limited, Core Pacific-Yamaichi International (H.K.) Limited, First Shanghai Securities Limited, Guotai Junan Securities (Hong Kong) Limited, Hani Securities (H.K.) Limited, Hooray Securities Limited, MasterLink Securities (Hong Kong) Corporation Limited, Platinum Securities Company Limited and Wintech Securities Limited, the underwriters in respect of the Placing as referred to in the Underwriting Agreement 45
Underwriting Agreement US Vendors Xiamen Property the underwriting agreement dated 26th February, 2002 among, inter alia, the Company, Hantec, JS Cresvale, the executive Directors, the Vendors and the Underwriters relating to the Placing, particulars of which are summarised in the section headed Underwriting in this prospectus United States of America Mr. Yip, Mr. Wong, Mr. To, Mr. Ng, Mr. Lee, Mr. Lam and Manistar Enterprises Limited the property located at Office on 9th Floor, Xingye Building, No. 78 Hubin North Road, Kaiyuan District, Xiamen City, Fujian Province, the PRC which is currently rented by the Group Wonderful Goal Wonderful Goal Investments Limited, a company incorporated in Hong Kong on 29th March, 2000 and is a wholly-owned subsidiary of the Company WTO Yue Brothers World Trade Organisation Mr. Yue Man Chun, Terence, Mr. Yue Man Kee, Keith and Mr. Yue Man Kin, Edward $ and cents Hong Kong dollars and cents respectively, the lawful currency of Hong Kong RMB US$ sq.ft. Renminbi, the lawful currency of the PRC US dollars, the lawful currency of the US square feet % per cent. Unless the context requires otherwise, translations from RMB into $ are made, for illustration purposes only, at the rate of $1 = RMB1.06 and translations of US$ into $ are made, for illustration purposes only, at the rate of US$1 = $7.80. No representation is made that any amounts in RMB, $ or US$ could have been or could be converted at the above rate or at any other rates or at all. 46