subscription of new shares under specific ......the subscription price of hk$0.19 per subscription...

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consultyour stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant orother professional advisers.

If you have sold or transferred all your shares in See Corporation Limited, you should at once hand thiscircular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank,stockbroker or other agent through whom the sales or transfer was effected for transmission to thepurchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this circular, make no representation as to its accuracy or completeness andexpressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon thewhole or any part of the contents of this circular.

This circular is for information purposes only and does not constitute an invitation or offer to acquire,purchase or subscribe for any securities of the Company.

(Incorporated in Bermuda with limited liability)

(Stock Code: 491)

SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATEAND

NOTICE OF SPECIAL GENERAL MEETING

Capitalized terms used in this cover have the same meanings as those defined in this circular. A letter fromthe Board is set out on pages 5 to 21 of this circular.

A notice convening the SGM of the Company to be held at the Boardroom, 1st Floor, South Pacific Hotel,23 Morrison Hill Road, Wanchai, Hong Kong on 21 March 2017 at 11:30 a.m. is set out on pages 22 to 23of this circular.

Whether or not you intend to attend the SGM in person, you are requested to complete and return theaccompanying form of proxy in accordance with the instructions printed thereon and return it to the branchshare registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the timeof the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxywill not preclude you from attending and voting in person at the SGM or any adjournment thereof (as thecase may be) should you so wish.

3 March 2017* for identification purposes only

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Pages

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

CONTENTS

– i –

In this circular, unless the context otherwise requires, capitalised terms used shall have the

following meanings:

‘‘associate(s)’’ has the same meaning as ascribed to it under the Listing

Rules

‘‘AY Trust’’ The Albert Yeung Discretionary Trust, a discretionary trust

set up by Dr. Albert Yeung

‘‘Board’’ the board of Directors

‘‘Business Day(s)’’ any day (excluding Saturdays and Sundays) on which

licensed banks in Hong Kong are open for general business

‘‘BVI’’ British Virgin Islands

‘‘Company’’ See Corporat ion Limited, an exempted company

incorporated in Bermuda with limited liability, the shares

of which are listed on the main board of the Stock

Exchange

‘‘connected person(s)’’ has the same meaning as ascribed to it under the Listing

Rules

‘‘controlling shareholder’’ has the same meaning as ascribed to it under the Listing

Rules

‘‘Director(s)’’ the director(s) of the Company

‘‘Dr. Albert Yeung’’ Dr. Yeung Sau Shing, Albert, the founder of the AY Trust

‘‘Earnest Money’’ a refundable deposit of HK$76 million paid by the

Subscriber upon signing of the Subscription Agreement

‘‘Emperor Capital’’ Emperor Capital Limited, a licensed corporation permitted

to carry on businesses in Type 1 (dealing in securities) and

Type 6 (advising on corporate finance) regulated activities

as defined under the SFO, the financial advisor to the

Offeror in respect of the Offer

‘‘Gram Capital’’ Gram Capital Limited, a licensed corporation permitted to

carry on businesses in Type 6 (advising on corporate

finance) regulated activities under the SFO, being the

independent financial adviser to the Independent Board

Committee in respect of the Offer

DEFINITIONS

– 1 –

‘‘Group’’ the Company and its subsidiaries

‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

‘‘Hong Kong’’ The Hong Kong Special Administrative Region of the PRC

‘‘Independent Board Committee’’ the independent committee of the Board, comprising all

non-executive Directors, formed to advise the Independent

Shareholders in respect of the Offer

‘‘Independent Shareholders’’ Shareholders other than the Subscriber and its associates

and those who have material interest in the Subscription

‘‘Joint Announcement’’ the joint announcement issued by the Company and the

Subscriber dated 22 December 2016 in relation to, among

other things, the Subscription and the Offer

‘‘Last Trading Day’’ 19 December 2016, being the last day on which the Shares

were traded on the Stock Exchange prior to the publication

of the Joint Announcement

‘‘Latest Practicable Date’’ 1 March 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

contained herein

‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock

Exchange

‘‘Offer’’ the mandatory conditional cash offer being made by

Emperor Capital for and on behalf of the Offeror for the

Offer Shares in accordance with the Takeovers Code

‘‘Offer Price’’ the price at which offer for each Offer Share will be made,

being HK$0.215 per Offer Share

‘‘Offer Share(s)’’ all the Share(s) in issue, other than those Shares already

owned or agreed to be acquired by the Offeror or parties

acting in concert with it

‘‘Offeror’’ or ‘‘Subscriber’’ Giant Lead Profits Limited, a company incorporated in the

BVI, details of which are set out in the paragraph headed

‘‘Information on the Subscriber’’ in this circular

‘‘PRC’’ The People’s Republic of China

DEFINITIONS

– 2 –

‘‘SFC’’ the Securities and Futures Commission of Hong Kong

‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong)

‘‘SGM’’ a special general meeting of the Company to be held at the

Boardroom, 1st Floor, South Pacific Hotel, 23 Morrison

Hill Road, Wanchai, Hong Kong on 21 March 2017 at

11:30 a.m., or where the context so admits, any

adjournment thereof

‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the capital of the

Company

‘‘Shareholder(s)’’ the holder(s) of Share(s)

‘‘Specific Mandate’’ the specific mandate to be sought from and, if approved,

granted by the Independent Shareholders to the Directors at

the SGM for the allotment and issuance of the Subscription

Shares pursuant to the Subscription Agreement

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

‘‘Subscription’’ subscription of the Subscription Shares by the Subscriber at

the Subscription Price pursuant to the Subscription

Agreement

‘‘Subscription Agreement’’ the subscription agreement dated 19 December 2016

entered into between the Company and the Subscriber

relating to the Subscription

‘‘Subscription Completion’’ completion of the Subscription pursuant to the terms and

conditions of the Subscription Agreement

‘‘Subscription Price’’ HK$0.19 per Subscription Share

‘‘Subscription Shares’’ 1,000,000,000 Shares subscribed by the Subscriber under

the Subscription Agreement

‘‘Takeovers Code’’ the Code on Takeovers and Mergers issued by the SFC, as

amended, supplemented or otherwise modified from time to

time

DEFINITIONS

– 3 –

‘‘Win World’’ Win World Profits Limited, a company incorporated in the

BVI which is beneficially owned by Dr. Albert Yeung

‘‘%’’ per cent.

DEFINITIONS

– 4 –


(Stock Code: 491)

Executive Directors:

Mr. Direk Lim (Chairman)

Dr. Fan Rongzhang

Independent Non-executive Directors:

Mr. Ng Hoi Yue

Ms. Chan Sim Ling, Irene

Mr. Ho Tat Kuen

Registered office:

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Head Office and principal place

of business:

Unit A, 2nd Floor

46-48 Morrison Hill Road

Wanchai

Hong Kong

3 March 2017

To the Shareholders

Dear Sir or Madam,

SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATEAND


INTRODUCTION

Reference is made to the Joint Announcement announcing that on 19 December 2016 (after

trading hours of the Stock Exchange), the Company and the Subscriber entered into the

Subscription Agreement pursuant to which the Subscriber has conditionally agreed to subscribe

for and the Company has conditionally agreed to allot and issue a total of 1,000,000,000

Subscription Shares at the Subscription Price of HK$0.19 per Subscription Share.

* for identification purposes only

LETTER FROM THE BOARD

– 5 –

The Subscription Shares will be allotted and issued under the Specific Mandate.

Subscription Completion is subject to the Independent Shareholders’ approval at the SGM and

the listing approval to be granted by the Stock Exchange. The purpose of this circular is to

provide you with, among others, (i) details of the Subscription Agreement involving the allotment

and issue of Subscription Shares under the Specific Mandate to be sought at the SGM; (ii) a

notice convening the SGM; and (iii) other information as required under the Listing Rules.

THE SUBSCRIPTION AGREEMENT

Date

19 December 2016 (after trading hours of the Stock Exchange)

Parties

(1) Issuer: the Company

(2) Subscriber: Giant Lead Profits Limited

As at the Latest Practicable Date, Win World, an associate of the Subscriber, is interested in

97,000,000 Shares, representing approximately 4.38% of the issued Shares of the Company. To

the best of the Directors’ knowledge, information and belief, having made all reasonable

enquiries, save as the interest of Win World in the Company and the Subscriber (together with

Win World) becoming a controlling shareholder of the Company following the Subscription

Completion, the Subscriber and its ultimate beneficial owners are third parties independent of and

not connected with the Company and its connected persons. Also, the Subscriber does not have

any agreement, arrangement, understanding or undertaking (whether formal or informal and

whether express or implied) with any connected persons of the Company in respect of the

Subscription as at the Latest Practicable Date.

Number of Subscription Shares

The Subscriber has conditionally agreed to subscribe for, and the Company has

conditionally agreed to allot and issue, 1,000,000,000 Subscription Shares at the Subscription

Price.

The Subscription Shares represent (i) approximately 45.18% of the existing 2,213,340,890

issued Shares as at the Latest Practicable Date; and (ii) approximately 31.12% of 3,213,340,890

issued Shares as enlarged by the allotment and issue of the Subscription Shares (assuming there

will be no other changes in the number of issued Shares of the Company). The aggregate nominal

value of the Subscription Shares is HK$10,000,000.


– 6 –

Specific Mandate

The Subscription Shares to be subscribed pursuant to the Subscription Agreement will be

allotted and issued under the Specific Mandate which shall be sought from and, if approved,

granted by the Independent Shareholders to the Directors at the SGM.

Ranking of Subscription Shares

The Subscription Shares, when issued and fully paid, will rank pari passu among themselvesand with the Shares then in issue.

Subscription Price

The Subscription Price of HK$0.19 per Subscription Share represents:

(1) a discount of approximately 10.38% to the closing price of HK$0.212 per Share as

quoted on the Stock Exchange on 19 December 2016, being the date of the

Subscription Agreement and the Last Trading Day;

(2) a discount of approximately 11.87% to the average closing price of approximately

HK$0.2156 per Share as quoted on the Stock Exchange for the 5 consecutive trading

days prior to the date of the Subscription Agreement;

(3) a discount of approximately 34.48% to the closing price of HK$0.29 per Share as

quoted on the Stock Exchange on 1 March 2017, being the Latest Practicable Date;

(4) a discount of approximately 45.82% to the audited consolidated net asset value

attributable to the Shareholders of approximately HK$0.3507 per Share as at 30 June

2016, the date to which the latest audited financial results of the Group were made up;

and

(5) a discount of approximately 44.57% to the unaudited consolidated net asset value

attributable to the Shareholders of approximately HK$0.3428 per Share as at 31

December 2016 based on the interim results announcement of the Company dated 24

February 2017.

Based on the Subscription Price of HK$0.19 per Subscription Share, the aggregate price of

the 1,000,000,000 Subscription Shares is HK$190 million.


– 7 –

The Subscription Price was determined after arm’s length negotiations between the Company

and the Subscriber with reference to the then prevailing market price of the Shares (with only

around 10% discount to the closing price per Share as quoted on the Stock Exchange on the Last

Trading Day and around 12% discount to the average closing price as quoted on the Stock

Exchange for the 5 consecutive trading days prior to the date of the Subscription Agreement).

When determining the Subscription Price, the Board considered the historical price performance

of the Shares for the period from 4 January 2016 up to the date of the Joint Announcement and

the price-to-book ratio (PBR). The Subscriber and the Board considered that (i) the then

prevailing market price of the Shares prior to the publication of the Joint Announcement; and (ii)

the down trend price movement of the closing prices of the Shares during the review period of

approximately one year prior to the publication of the Joint Announcement reflected the

unsatisfactory financial performance of the Group. Although the Subscription Price represented a

discount to the net asset value attributable to the Shareholders and a low PBR, the Directors are

of the view that the Subscription Price is fair and reasonable after considering (i) the recorded net

loss of the Group for the six months ended 31 December 2016 amounted to approximately

HK$17.6 million and for three financial years ended 30 June 2016 amounted to approximately

HK$65.1 million, HK$77.2 million and HK$77.4 million respectively and loss per Share

attributable to the owners of the Company for the six months ended 31 December 2016 amounted

to HK$0.007 and for three financial years ended 30 June 2016 amounted to HK$0.13, HK$0.05

and HK$0.05 respectively; and (ii) that the low trading volume of the Shares (the 30 days total

trading volume of the Shares prior to the date of the Subscription Agreement was approximately

65,330,000 Shares, representing approximately 3.0% of the total issued Shares as at the Latest

Practicable Date) makes it difficult to solicit investors to invest in the Company at a higher price.

On the other hand, the Directors also considered that the Subscription will allow the

Company to bring in a renowned investor with strong financial resources and extensive business

network, both in Hong Kong and the PRC which in turn would bring strategic value to the Group

(e.g. the extensive business network of the Subscriber would bring in investment opportunities to

the Group on projects involving collaboration with Chinese partner(s) in the production of

television series or movies targeted at the vast market of the PRC). Background of the Subscriber

is set out in the paragraph ‘‘Information of the Subscriber’’ below. As at the Latest Practicable

Date, the Group had no project under negotiation involving collaboration with Chinese partner(s)

in the production of television series or movies.

The Board has not considered the value of control premium in determining the Subscription

Price, as the Subscriber and its associate will only be interested in approximately 34.14% of the

issued Shares of the Company immediately after the Subscription. It is considered that the

Subscriber is not controlling the Company as it has only 34.14% voting right in general meetings

of the Company, which is not conclusive, although the Subscriber will become the controlling

shareholder of the Company under the definition of the Listing Rules.


– 8 –

As stated in the Joint Announcement, an Offer will be made by the Offeror to the

Independent Shareholders upon the Subscription Completion and a composite document will be

despatched to the Shareholders. The composite document shall include a letter of advice from

Gram Capital, the independent financial adviser to the Independent Board Committee in respect of

the Offer. The Independent Board Committee shall base on the advice from Gram Capital to

recommend the Independent Shareholders as to whether the Offer is fair and reasonable and as to

the acceptance of the Offer.

In the draft letter (the content of which is subject to changes) of Gram Capital, there are

comparison of (i) the Offer price with the historical price performance of the Shares for the period

from 4 January 2016 up to the latest practicable date of the composite document (approximately

one year period) which stated that the Offer Price was lower than the closing prices of the Shares

for most of the days during the review period of approximately one year; and (ii) comparison of

the PBR based on the interim results of the Group for the six months ended 31 December 2016

and price-to-sales revenue ratio (PSR) based on the results of the Group for the year ended 30

June 2016 and of various companies listed on the Stock Exchange which are engaged in similar

line of businesses which stated that the implied PBR of the Offer is below the PBR ranges of the

comparables and the implied PSR of the Offer is above the PSR ranges of the comparables.

From the Independent Shareholders’ perspective in relation to the Offer Price, the

Independent Board Committee concurred with the preliminary view of Gram Capital and

considered that (i) the review period of the closing prices of the Shares of approximately one year

is sufficient and a common practice; (ii) the analysis of the Offer Price based on the PBR and the

PSR are commonly adopted and practical analyses in the market for loss making companies; and

(iii) the comparables selected by Gram Capital are fair and reasonable as it included Hong Kong

listed companies engaged in similar line of businesses as the Group and generate over 50% of

their revenue from such businesses. The Independent Board Committee considered that there is no

other more appropriate analysis in relation to fairness and reasonableness of the Offer Price.

Based on the draft letter (the content of which is subject to changes) of Gram Capital, the

preliminary view of the Gram Capital is that the terms of the Offer are not fair and reasonable so

far as the Independent Shareholders are concerned and the Independent Board Committee is

recommended to advise the Independent Shareholders not to accept the Offer. From the

Independent Shareholders’ perspective, after taking into account the preliminary advice from

Gram Capital in the draft letter and based on the fact that the closing price as at the Latest

Practicable Date was still above the Offer Price and it is more favorable for some investors who

hold limited amount of Shares to realize their investments by selling in the market rather than

accepting the Offer, the Independent Board Committee will recommend the Independent

Shareholders not to accept the Offer.


– 9 –

However, from the perspective of the Company when considering the terms of the

Subscription which include the Subscription Price, the Board had taken into account various

factors such as (i) the benefits of the Shareholders in term of the future development of the Group

as the extensive business network of the Subscriber would bring in new investment opportunities

to the Group on projects involving collaboration with Chinese partner(s) in the production of

television series or movies and (ii) the net proceeds from the Subscription that can support the

enhancement and expansion of cinema operations of the Group, which in turn will improve the

financial performance of the Group as well as the long-term performance of the Share price.

The Board is of the view that the Subscription and the Offer as a whole is fair and

reasonable and in the interests of the Company and the Shareholders although the Subscription

Price is lower than the Offer Price and the Offer price is not considered attractive so far as the

Independent Shareholders are concerned, after taking into account the following:

1) The benefits of the Subscription and the difficulties in soliciting investors to invest in

the Company as mentioned under the section headed ‘‘Use of proceeds and the reasons

for the Subscription’’;

2) The Board is of the view that the Subscription Price is fair and reasonable after

considering the recent Share price performance. The subscription price being set at a

discount to the prevailing market price for a subscription is very common to attract

investors in the market. The Subscription Price represents only around 10% discount to

the prevailing market price per Share on the Last Trading Day. After publication of the

Joint Announcement, the Share price increased rapidly which was mainly due to the

market’s reaction to the Subscription and the Offer. The Board considered that the

recent performance of the Share price may not be a fair and reasonable reference to the

Subscription Price as it is the market’s reaction to the Subscription and the Offer. It is

very common that a wider discount of the Subscription Price to the closing price as at

the Latest Practicable Date among comparable transactions in the market as the Share

price may increase after publication of relevant announcement;

3) The Offer, although considered as not fair and reasonable from the Independent

Shareholders’ perspective, provided an option to the Independent Shareholders

(especially those with relatively sizeable shareholdings and odd lot Shares) to realise

their investments in the Shares, which they may not be able to realise their investments

in the Shares in the market at a price higher than the Offer Price given the low trading

volume of the Shares;


– 10 –

4) The Subscription can bring in a renowned investor with strong financial resources and

extensive business network which would facilitate the growth of the Group as well as

the long-term performance of the Share price. The Independent Shareholders who

would like to participate in the future development of the Group can choose not to

accept the Offer and keep their shareholdings. On the other hand, for the Independent

Shareholders who do not share the same view with the Directors on the future prospect

of the Group, the Offer provides an exit alternative for them in additional to selling

their Shares in the market if the Subscription is proceeded; and

5) In view of points 3 and 4 above, the Offer only provides an exit alternative to the

Independent Shareholders and the interest of Independent Shareholders will not be

impaired because of the Offer.

WARNING: Shareholders and/or potential investors of the Company should note that,

if the Subscription is approved and proceeded, the Offer will be made by the Offeror upon

the Subscription Completion and the Offer Price is considered as not fair and reasonable for

the Independent Shareholders to exit. Shareholders who are in doubt as to the action they

should take should consult their stockbroker, bank manager, solicitor or other professional

advisers.

Conditions of the Subscription

Subscription Completion is conditional upon fulfillment of the following conditions:

(i) the passing of the necessary resolution(s) at the SGM by the Independent Shareholders

to approve the Subscription Agreement and the transactions contemplated thereunder;

(ii) the Listing Committee of the Stock Exchange granting or agreeing to grant and not

having withdrawn or revoked approval for the listing of, and permission to deal in the

Subscription Shares;

(iii) the Company having obtained all other necessary approvals including but not limited

to the Stock Exchange and the SFC in accordance with the Listing Rules, the

Takeovers Code and other applicable laws and having complied with all other

requirements thereunder in relation to the creation and issue of the Subscription Shares

to the Subscriber; and

(iv) the warranties in respect of the Company specified in the Subscription Agreement

remaining true and accurate in all material aspects and not misleading.


– 11 –

If any of the conditions is not fulfilled on or prior to 31 March 2017 (or such later date as

may be agreed between the Company and the Subscriber), the Subscription Agreement shall

terminate and none of the parties shall have any claim against the other for costs, damages,

compensation or otherwise apart from any antecedent breaches of any provisions thereof. The

Company shall forthwith refund to the Subscriber the Earnest Money in full (but free of interest).

The Company shall confirm with the Subscriber in writing when the conditions have been

fulfilled. As at Latest Practicable Date, none of the above conditions is fulfilled.

Consideration for the Subscription Shares

The total consideration for the Subscription Shares of HK$190 million is payable in cash by

the Subscriber in the following manner:

(i) a refundable Earnest Money of HK$76 million has been paid by the Subscriber upon

entering into the Subscription Agreement as deposit which shall be applied as part

payment of the consideration upon the Subscription Completion; and

(ii) HK$114 million, being the balance of the consideration shall be paid by the Subscriber

upon the Subscription Completion.

Subscription Completion

Subscription Completion shall take place on the third Business Day after the Subscriber’s

receipt of the notice from the Company confirming the fulfilment of the conditions as set out in

the Subscription Agreement or such other date as the Company and the Subscriber may agree.

Application for listing

Application will be made by the Company to the Listing Committee of the Stock Exchange

for the grant of approval for the listing of, and permission to deal in, the Subscription Shares.


– 12 –

INFORMATION ON THE SUBSCRIBER

The Subscriber is an investment holding company incorporated in the BVI and does not

have any subsidiary. As at the Latest Practicable Date, save for entering into the Subscription

Agreement in relation to the Subscription, the Subscriber does not engage in any business

activity. The Subscriber is an indirect wholly-owned subsidiary of Albert Yeung Holdings

Limited. Albert Yeung Holdings Limited is an investment holding company holding various

investments under the AY Trust, including shares in Emperor International Holdings Limited

(Stock Code: 163), Emperor Entertainment Hotel Limited (Stock Code: 296), Emperor Watch &

Jewellery Limited (Stock Code: 887) and Emperor Capital Group Limited (Stock Code: 717), all

of these four companies are listed on the Main Board of the Stock Exchange. Albert Yeung

Holdings Limited was held by STC International Limited, being the trustee of the AY Trust. The

AY Trust is a discretionary trust of which Dr. Albert Yeung is the founder. To the best

knowledge of the Directors, the eligible beneficiaries of the AY Trust includes the family

members of Dr. Albert Yeung. Dr. Albert Yeung is the chairman of Emperor Group, a

comglomerate with diversified business portfolio which includes but not limited to businesses

relating to property investment and development, financial services, watch and jewellery,

entertainment and films, hospitality, publishing and printing, furniture as well as catering. The

movie production arm of Emperor Group was established in 2000 and it has grown into a leading

player in Chinese film production and distribution. It is believed that Dr. Albert Yeung’s

extensive business network both in Hong Kong and the PRC, as well as his experience in the

movie industry, will enhance the strategic development of the Group.

As at the Latest Practicable Date, the sole director and the ultimate beneficial owner of the

Subscriber are Albert Yeung Management Company Limited and the AY Trust respectively.

SUBSCRIBER’S INTENTION IN RELATION TO THE GROUP

Upon the Subscription Completion, the Subscriber shall become the controlling shareholder

of the Company. It is the intention of the Subscriber to continue the principal business activities

of the Group. The Subscriber will conduct a review on the operations of the Group in order to

formulate a long-term strategy for the Group and explore other business or investment

opportunities for enhancing its future development and strengthening its revenue base. Subject to

the results of the review, the Subscriber may explore other business opportunities for the Group

and consider whether any asset disposals, asset acquisitions, business rationalisation, business

divestment, fund raising, restructuring of the business and/or business diversification will be

appropriate in order to enhance long-term growth potential of the Group. As at the Latest

Practicable Date, the Subscriber has not identified any such investment or business opportunities.

The Subscriber has no intention to discontinue the employment of any employees of the Group

(except for changes in the composition of the Board if necessary) and redeploy the property, plant

and equipment of the Group other than those in its ordinary and usual course of business.


– 13 –

PROPOSED CHANGE OF BOARD COMPOSITION

The Board currently consists of five Directors, namely (i) Mr. Direk Lim (Chairman) and

Dr. Fan Rongzhang as executive Directors; and (ii) Mr. Ng Hoi Yue, Ms. Chan Sim Ling, Irene

and Mr. Ho Tat Kuen as independent non-executive Directors.

As at the Latest Practicable Date, the Subscriber has not decided on the future composition

of the Board. Any changes to the Board will be made in compliance with the Takeovers Code and

the Listing Rules and further announcement(s) will be made by the Company as and when

appropriate.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all

reasonable enquiries, the existing shareholding structure in respect of the Shares and the effects

on the shareholding structure in respect of the Shares (i) as at the Latest Practicable Date and (ii)

immediately after the Subscription Completion are as follows:

As at the Latest

Practicable Date

Immediately after

the Subscription Completion

Shareholders No. of Shares

Approximate

shareholding

% No. of Shares

Approximate

shareholding

%

The Subscriber and

its associate

Win World 97,000,000 4.38% 97,000,000 3.02%

The Subscriber – – 1,000,000,000 31.12%

Sub-total 97,000,000 4.38% 1,097,000,000 34.14%

Golden Skill Limited (Note) 350,000,000 15.81% 350,000,000 10.89%

Public Shareholders 1,766,340,890 79.81% 1,766,340,890 54.97%

Total 2,213,340,890 100% 3,213,340,890 100%

Note: Mr. Nicholas Tse is the beneficial owner of Golden Skill Limited.


– 14 –

FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS

The Company has not conducted any fund raising activities in the 12 months immediately

before the Latest Practicable Date.

USE OF PROCEEDS AND THE REASONS FOR THE SUBSCRIPTION

The Company is an investment holding company. The Group is principally engaged in (i)

film and TV programme production and investment and others; (ii) cinema operations; (iii) event

investment and others; and (iv) investment in securities.

The gross proceeds of the Subscription will be HK$190 million. The net proceeds from the

Subscription, after the deduction of the related professional fees and other related expenses, are

estimated to be approximately HK$189.5 million.

The net proceeds from the Subscription are intended to be applied (i) as to approximately

HK$164 million for enhancement and expansion of cinema operations in the PRC; and (ii) the

remaining balance for the film production and investment or other existing businesses of the

Group which included but not limited to the production, distribution and licensing of animated

TV episodes and theatrical films. The net issue price per Subscription Share will be

approximately HK$0.1895.

Currently, the Company is operating a cinema in Anhui Province of the PRC through its

non-wholly owned subsidiary. This cinema is equipped with advanced technologies including the

IMAX theater system, the 4DX motion system, D-Box seats, and the Dolby Atmos audio system.

The cinema also features a luxury VIP house and a VIP lounge where the audiences can enjoy

premium and exclusive entertainment services. During the financial year ended 30 June 2016, the

cinema operation recorded revenue and gross profit of HK$12.9 million and HK$7.0 million

respectively.

It is the business plan of the Group to expand its cinema operation business. As at the Latest

Practicable Date, the Group has identified certain locations in the PRC (including Beijing,

Chongqing and Chengdu) to establish its cinema operations and relevant applications have been/

will be submitted to the government authorities including but not limited to the 商務委員會

(Municipal Commission of Commerce) and 工商行政管理局 (Administration Bureau for Industry

and Commerce) for approval of operating cinemas in the respective regions. It is expected that all

the relevant approvals for operating the cinemas located in Beijing and Chongqing will be

obtained in early October 2017 and these cinemas will be in operation by October 2017. It is also

expected that all the relevant approvals for operating the cinema located in Chengdu will be

obtained in early March 2018 and this cinema will be in operation by March 2018.


– 15 –

Also, the Board considered that the income from the film investment and TV programme

production are the major sources of income of the Group and would like to expand the film

production and investment business by producing more prevalent films or investing in other film

producers’ films. Currently, the Company has 10 film investment projects (as one of the

investors) and 3 TV programme production projects (as the producer) in total which have not

been released. Based on the current business plan of the Group, the Board considered that the net

proceeds from the Subscription can support the ongoing film and TV programme production and

development as well as other opportunities to be identified in the coming months.

The genre and status of the current film investment projects and TV programme production

projects of the Group is summarised below:

Film investment projects

Genre Status

Project 1 Comedy Pre-production

Project 2 Action Post-production

Project 3 Drama Post-production

Project 4 Drama Post-production

Project 5 Drama In-production

Project 6 Comedy Post-production

Project 7 Drama Pre-production

Project 8 Detective/Drama Pre-production

Project 9 Suspense/Drama Pre-production

Project 10 Drama Pre-production

TV programme production projects

Genre Status

Project A Comedy/Animation Pre-production

Project B Action/Animation In-production

Project C Adventure/Animation Pre-production


– 16 –

A summary of estimated funding requirement for which the net proceeds from the

Subscription will be applied to is set out below:–

Type of business Estimated funding requirement

1st half of

year 2017

2nd half of

year 2017

(HK$ in million) (HK$ in million)

Cinema operations:

Beijing cinema 30.9 30.9

Chongqing cinema 39.8 39.8

Chengdu cinema 5.6 17.0

Sub-total 76.3 87.7

Film investments:

Project X* 4.5 6.7

Project Y* – 14.3

Sub-total 4.5 21.0

Total 80.8 108.7

* Project X and Project Y are the new film investment projects which are expected to be carried out in year

2017.

The estimated funding requirement for the cinema operations in the above summary is

estimated based on the capital requirement of operating the cinemas in the PRC which mainly

include the purchase cost of the required fixture, furniture and equipment, renovation cost,

various deposits and rental expense of the cinemas to be operated. The estimation is referenced to

the establishment and operating cost of the cinema which the Group is operating in Anhui

Province in the PRC and adjusted taking into account the size and location of the additional

cinemas. The capital injection will be required during the application of relevant approvals for

setting up of the cinemas and operating the cinemas. For film investments, the Group expects to

apply the net proceeds from the Subscription on two new film investment projects in 2017

(Project X and Project Y), the funding requirement is estimated in accordance with the past

experience of the senior management taking into account the genre and the cast of the films,

which is subject to change depends on market conditions and the remuneration of the actors at the

time when the Group is in a position to actively negotiate the terms and conditions of each

individual contracts related to each investment.


– 17 –

The Directors have also considered other means of fund raising exercises such as debt

financing or other equity financing like placing or rights issue or open offer. After considered that

(i) debt-financing, if compared to the Subscription, will incur interest expenses and will increase

the gearing ratio of the Group; (ii) other equity financing like placing is generally to be conducted

on a best effort basis with less certainty on its success; (iii) the Subscription allows the Company

to bring in a renowned investor with strong financial resources and extensive business network,

which in turn would bring strategic value to the Group; (iv) the underwriting agent of rights issue

or open offer will seek for an underwriting commission which will reduce the net proceeds

available for use by the Company; and (v) the open offer and rights issue have a longer timetable

compared to the Subscription, hence, the Board considers that fund raising through the

Subscription is in the interests of the Company and the Shareholders as a whole.

Furthermore, as disclosed in the annual report 2015/2016 of the Company, considering the

sustainable rapid growth in the box office in the Mainland China, the Board believed that there is

a great potential market for the development of film and TV programmes production and

investment business of the Group. During the implementation of the development plan including

to enhance the cinema operations of the Group in the PRC and the investments in film

production, the Company has taken into account a series of financing methods which have been

discussed as above.

The issue of new Shares under the Subscription is considered to be the best solution to cater

the funding demand for the implementation of the development plan of the Group. In view that

the Subscription Shares are subscribed by a single or a series of parties acting in concert, the

Offer to the Independent Shareholders is required, and this will increase the investment costs of

the potential investor. This will limit the potential investors to those who are resourceful

financially with investment interest. The Company was careful in selecting its strategic partner/

investor, of which the Group is confident with its financial strength and its ability to contribute to

the Group’s business.


– 18 –

The Group has been restructuring its business and inviting investors since 2015. The Group

had completed a placing of new shares in June 2015 and had acquired new businesses from well-

known market players throughout these years. It has always been the strategy of the Company to

strengthen its shareholder’s portfolio and would like to invite strategic investor(s) among its

business partners. Dr. Albert Yeung has become a shareholder of the Company since 2015. In

mid-2016, the Group solicited new business opportunities. At the same time, Mr. Direk Lim, the

Chairman of the Company started to search for new strategy investors and new business partners

on behalf of the Company, among the business partners with entertainment related experience and

strong financial background to invest into the Group. Up to the Latest Practicable Date, the

Subscriber is the first and the only business partner, among all business partners, responded to the

Company and showing its interest in investing the Company and was willing to further increase

its shareholdings in the Company. To avoid additional time (possibly extra few months) for

searching other investors, the Company decided to negotiate the terms of the Subscription

Agreement with the Subscriber without further looking for investors from other business

associates. Also, taking into account the poor historical financial performance and low trading

volume of the Shares as mentioned in the section headed ‘‘Subscription Price’’ and the constraints

set out above, saved for the Subscriber, the Company was not able to identify another investor

who is interested in investing in the Company up to the Latest Practicable Date.

The Subscriber is a business acquaintance of the Group and both parties have been

participating in various film production projects and investment in cinema operation together for

the past years. The Subscriber is considerably resourceful in the movie industry and the Company

considered that the Subscription not only cater to the Company’s funding demand, it also

introduces a market veteran as a controlling shareholder to the Company.

In view of the above and taking into account (i) the Company spent months in identifying

strategic investor(s); and (ii) additional time (possibly extra few months) for searching other

investors, the Directors consider that the effort spent by the Company on soliciting potential

investors for the Subscription is fair and reasonable.

Taking into account the constraints and effort spent by the Company on soliciting potential

investors, the Board is of the view that the terms of the Subscription and the Offer are the best

available terms to the Company even though the Company has only negotiated with one

Subscriber.

As at the Latest Practicable Date, the Group had not identified any concrete investment

opportunity which is outside the scope of principal business activities of the Group.

In view of the above, the Directors consider that the Subscription Agreement will serve to

facilitate the Company to continue its expansion plan of existing businesses and strengthen the

financial position of the Group. Hence, the Board considers that fund raising through the

Subscription is in the interests of the Company and the Shareholders as a whole.


– 19 –

SGM

The Subscription Shares will be issued under the Specific Mandate to be sought at the SGM

and is therefore subject to the Independent Shareholders’ approval.

In accordance with the Listing Rules, any Shareholder who has a material interest in the

Subscription shall abstain from voting on the resolution(s) to approve the Subscription and the

transactions contemplated thereunder at the SGM. As at the Latest Practicable Date, Win World,

being an associate of the Subscriber, is currently interested in 97,000,000 Shares (representing

approximately 4.38% of the issued Shares of the Company) will abstain from voting on the

resolution(s) to approve the Subscription Agreement and the transactions contemplated thereunder

at the SGM.

Save as mentioned above and to the best knowledge of the Directors, no other Shareholder

is required to abstain from voting at the SGM in respect of the resolution regarding the

Subscription. The SGM will be convened and held for the purposes of considering and, if thought

fit, approving, inter alia, the Subscription Agreement and the transactions contemplated

thereunder and the granting of the Specific Mandate for the allotment and issue of the

Subscription Shares.

A notice convening the SGM to be held at the Boardroom, 1st Floor, South Pacific Hotel,

23 Morrison Hill Road, Wanchai, Hong Kong on 21 March 2017 at 11:30 a.m. is set out on pages

22 to 23 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you

intend to attend the SGM in person, you are requested to complete and return the enclosed form

of proxy in accordance with the instructions printed thereon and return it to the Company’s

branch share registrar in Hong Kong, Tricor Tengis Limited of Level 22, Hopewell Centre, 183

Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before

the time of the SGM or any adjourned meeting thereof (as the case may be). Completion and

return of the form of proxy will not preclude you from attending and voting in person at the SGM

or any adjourned meeting thereof (as the case may be) should you so wish.

In accordance with Rule 13.39(4) of the Listing Rules, voting on the proposed resolution at

the SGM shall be taken by poll.


– 20 –

RECOMMENDATION

The Directors are of the opinion that the proposed ordinary resolution for (i) the approval of

the Subscription Agreement and the transactions contemplated thereunder; and (ii) the granting of

the Specific Mandate are fair and reasonable and are in the interests of the Company and the

Shareholders as a whole. Accordingly, the Directors recommend the Independent Shareholders to

vote in favour of the ordinary resolution to be proposed at the SGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility,

includes particulars given in compliance with the 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 circular 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 circular misleading.

Yours faithfully

By order of the Board

See Corporation Limited

Direk Lim

Chairman


– 21 –


(Stock Code: 491)


NOTICE IS HEREBY GIVEN that a special general meeting of See Corporation Limited

(the ‘‘Company’’) will be held at the Boardroom, 1st Floor, South Pacific Hotel, 23 Morrison Hill

Road, Wanchai, Hong Kong on 21 March 2017 at 11:30 a.m. for the purpose of considering and,

if thought fit, passing with or without modifications, the following resolution of the Company as

an ordinary resolution:

ORDINARY RESOLUTION

‘‘THAT:

(a) the subscription agreement dated 19 December 2016 (the ‘‘Subscription Agreement’’)

(a copy of which is marked ‘‘A’’ now produced to the meeting and initialed by the

chairman of the meeting for the purpose of identification) entered into between the

Company and Giant Lead Profits Limited (the ‘‘Subscriber’’) in respect of the

subscription of 1,000,000,000 new shares of the Company (the ‘‘Subscription

Share(s)’’) by the Subscriber at a subscription price of HK$0.19 per Subscription

Share and the transactions contemplated thereunder be and are hereby ratified,

confirmed and approved;

(b) the directors of the Company (the ‘‘Directors’’) be and are hereby granted a specific

mandate (‘‘Specific Mandate’’) to exercise the powers of the Company to allot and

issue the Subscription Shares pursuant to the terms and conditions of the Subscription

Agreement (subject to the fulfilment of the conditions precedent set out in the

Subscription Agreement); and THAT the Subscription Shares, when issued and fully

paid, shall rank pari passu among themselves in all respects and with all fully paid

ordinary shares of the Company in issue as at the date of allotment and issue; and

THAT the Specific Mandate is in addition to, and shall not prejudice nor revoke any

general or other special mandate(s) which has/have been granted or may from time to

time be granted to the Directors prior to the passing of this resolution; and

* for identification purposes only


– 22 –

(c) any one Director be and is hereby authorised to execute all documents and to do all

such things and take all such other steps which, in his/her opinion, may be necessary,

desirable or expedient to give effect to or in connection with the Subscription

Agreement or any transactions contemplated thereunder.’’

By Order of the Board

See Corporation Limited

Direk Lim

Chairman

Hong Kong, 3 March 2017

Registered Office:

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Head office and principal place of

business in Hong Kong:

Unit A, 2nd Floor

46-48 Morrison Hill Road

Wanchai

Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to

appoint one or more proxies (if he/she is a holder of more than on share) to attend and vote in his/her stead. A

proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be in writing under the hand of the appointor or his/her attorney duly

authorised in writing, or if the appointor is a corporation, either under its common seal, or under the hand of an

officer or attorney duly authorised on that behalf, and must be deposited at the branch share registrar of the

Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong

together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that

power of attorney, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting.

3. Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy in

respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present

at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the

exclusion of the votes of the other joint holders, and, for this purpose, seniority shall be determined by the order in

which the names stand in the register in respect of the joint holding of such share.

4. Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at

the meeting.

5. Pursuant to Rule 13.39(4) of the Listing Rules, the resolution as set out in this notice will be decided by poll at the

meeting. Where the chairman in good faith, decides to allow a resolution which relates purely to a procedural or

administrative matter to be voted, such resolution will be decided by a show of hands.

6. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 9:30 a.m. and before the

above meeting time, the meeting will be postponed. The Company will post an announcement on the websites of The

Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.irasia.com/listco/hk/see)

to notify shareholders of the date, time and place of the rescheduled meeting.


– 23 –

/ColorImageDict > /JPEG2000ColorACSImageDict > /JPEG2000ColorImageDict > /AntiAliasGrayImages false /CropGrayImages false /GrayImageMinResolution 300 /GrayImageMinResolutionPolicy /OK /DownsampleGrayImages true /GrayImageDownsampleType /Bicubic /GrayImageResolution 300 /GrayImageDepth -1 /GrayImageMinDownsampleDepth 2 /GrayImageDownsampleThreshold 1.50000 /EncodeGrayImages true /GrayImageFilter /DCTEncode /AutoFilterGrayImages true /GrayImageAutoFilterStrategy /JPEG /GrayACSImageDict > /GrayImageDict > /JPEG2000GrayACSImageDict > /JPEG2000GrayImageDict > /AntiAliasMonoImages false /CropMonoImages false /MonoImageMinResolution 1200 /MonoImageMinResolutionPolicy /OK /DownsampleMonoImages true /MonoImageDownsampleType /Bicubic /MonoImageResolution 1200 /MonoImageDepth -1 /MonoImageDownsampleThreshold 1.50000 /EncodeMonoImages true /MonoImageFilter /CCITTFaxEncode /MonoImageDict > /AllowPSXObjects false /CheckCompliance [ /None ] /PDFX1aCheck false /PDFX3Check false /PDFXCompliantPDFOnly false /PDFXNoTrimBoxError true /PDFXTrimBoxToMediaBoxOffset [ 0.00000 0.00000 0.00000 0.00000 ] /PDFXSetBleedBoxToMediaBox true /PDFXBleedBoxToTrimBoxOffset [ 0.00000 0.00000 0.00000 0.00000 ] /PDFXOutputIntentProfile (None) /PDFXOutputConditionIdentifier () /PDFXOutputCondition () /PDFXRegistryName () /PDFXTrapped /False

/CreateJDFFile false /Description > /Namespace [ (Adobe) (Common) (1.0) ] /OtherNamespaces [ > /FormElements false /GenerateStructure false /IncludeBookmarks false /IncludeHyperlinks false /IncludeInteractive false /IncludeLayers false /IncludeProfiles false /MarksOffset 0 /MarksWeight 0.283460 /MultimediaHandling /UseObjectSettings /Namespace [ (Adobe) (CreativeSuite) (2.0) ] /PDFXOutputIntentProfileSelector /DocumentCMYK /PageMarksFile /JapaneseWithCircle /PreserveEditing true /UntaggedCMYKHandling /LeaveUntagged /UntaggedRGBHandling /UseDocumentProfile /UseDocumentBleed false >> > ]>> setdistillerparams> setpagedevice

subscription of new shares under specific ......the subscription price of hk$0.19 per subscription...

Documents