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DEFINITIONS. Unless the context otherwise requires, the following expressions have the following meanings in this document.

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(1)

Unless the context otherwise requires, the following expressions have the following meanings in this document.

“Accountants’ Report” the report of the Reporting Accountants dated [REDACTED], the text of which is set out in Appendix I to this document

“Aolang Electronics” 澳朗電子(深圳)有限公司 (Aolang Electronics (Shenzhen) Limited*), a wholly foreign owned enterprise established in the PRC with limited liability on 9 March 2012, which is an indirect wholly-owned subsidiary of our Company “Arrangement” the arrangement whereby at the request of some of our PRC customers, the payments in relation to the sales of imaging electronic components from ASD Technology to them were settled by way of cash deposits or bank transfers made to Mr. Lee’s personal bank accounts in the PRC

“Articles” or “Articles of Association”

the amended and restated articles of association of our Company conditionally adopted by our sole Shareholder on [REDACTED] to take effect upon commencement of trading of the Shares on [REDACTED], a summary of which is set out in Appendix IV to this document

“ASD Technology” ASD Technology Limited (創徽科技有限公司), a

company incorporated in Hong Kong with limited liability on 25 March 2002, which is an indirect wholly-owned subsidiary of our Company

“Board” or “Board of Directors” the board of Directors

“business day” any day (other than a Saturday, a Sunday or public holiday in Hong Kong) on which licensed banks in Hong Kong are generally open for normal banking business

(2)

“Capitalisation Issue” the issue of [REDACTED] Shares to be made upon capitalisation of certain sums standing to the credit of the share premium account of our Company as referred to in “Statutory and General Information – Further information about our Company and our subsidiaries – 3. Resolutions in writing of the sole Shareholder passed on [REDACTED]”

“CCASS” the Central Clearing and Settlement System established

and operated by HKSCC

“CCASS Clearing Participant” a person admitted to participate in CCASS as a direct clearing participant or general clearing participant “CCASS Custodian Participant” a person admitted to participate in CCASS as a custodian

participant

“CCASS Investor Participant” a person admitted to participate in CCASS as an investor participant who may be an individual or joint individuals or a corporation

“CCASS Operational Procedures” the operational procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to the operations and functions of CCASS, as from time to time in force “CCASS Participant” a CCASS Clearing Participant or a CCASS Custodian

Participant or a CCASS Investor Participant

“China” or “PRC” the People’s Republic of China, which for the purpose of this document excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“close associate(s)” has the meaning ascribed to it under the [REDACTED] “Companies Law” or “Cayman

Companies Law”

the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

(3)

“Companies (Winding Up and Miscellaneous Provisions) Ordinance”

the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

“Company” or “our Company” ASD International Holdings Limited (創徽國際控股有限 公司) (formerly known as Advanced Research International Holdings Limited (研科國際控股有限公 司*)), an exempted company incorporated in the Cayman Islands on 16 December 2014 with limited liability “connected person(s)” has the meaning ascribed to it under the [REDACTED] “Controlling Shareholder(s)” Mr. Lee, Ms. Kwok and On Hong Century

“core connected person(s)” has the meaning ascribed to it under the [REDACTED] “Deed of Indemnity” the deed of indemnity dated [REDACTED] and executed by our Controlling Shareholders in favour of our Company, particulars of which are set out in “Statutory and General Information – Other Information – 16. Estate duty, tax and other indemnities”

“Deed of Non-competition” the deed of non-competition undertaking dated [REDACTED] and executed by our Controlling Shareholders in favour of our Company, a summary of the principal terms of which is set out in “Relationship with Controlling Shareholders – Deed of Non-Competition”

“Director(s)” the director(s) of our Company

“EIT Law” Enterprise Income Tax Law of the PRC (中華人民共和國

企業所得稅法) as adopted by the National People’s Congress on 16 March 2007 and became effective on 1 January 2008

“EU” European Union

(4)

“[REDACTED]” [REDACTED]

“General Rules of CCASS” the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

“Grand Prospect” Grand Prospect Power Limited (宏圖力有限公司), a

company incorporated in the BVI with limited liability on 7 November 2014, which is a direct wholly-owned subsidiary of our Company

“Group”, “our Group”, “we”, “our” or “us”

our Company and its subsidiaries or, where the context so requires, in respect of the period before our Company became the holding company of its present subsidiaries, such subsidiaries as if they were our Company’s subsidiaries at the relevant time, or the businesses acquired or operated by them or (as the case may be) their predecessors

“HK$”, “HKD” or “Hong Kong dollar(s)” or “cent(s)”

Hong Kong dollar(s) and cent(s), respectively, the lawful currency of Hong Kong

“HKASs” Hong Kong Accounting Standards

“HKFRSs” Hong Kong Financial Reporting Standards issued by the

Hong Kong Institute of Certified Public Accountants

“HKICPA” Hong Kong Institute of Certified Public Accountants

“HKSCC” Hong Kong Securities Clearing Company Limited, a

wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited

“Hong Kong”, “HKSAR” or “HK”

the Hong Kong Special Administrative Region of the PRC

(5)

“Independent Third Party(ies)” an individual(s) or a company(ies) who or which is/are independent of and not connected with (within the meaning of the [REDACTED]) any directors, chief executives or substantial shareholders of our Company or any of its subsidiaries or any of their respective associates and not a connected person of our Company “Ipsos” or “Industry Expert” Ipsos Hong Kong Limited, an industry research

consultant, an Independent Third Party

“Ipsos Report” the industry expert report dated [REDACTED] issued by Ipsos, details of which are set out in “Industry Overview”

“Kenxen” Kenxen Limited (康祥環球有限公司), a company

incorporated in Hong Kong with limited liability on 6 September 2010, which was owned as to 100% by Independent Third Parties as at the Latest Practicable Date

“Latest Practicable Date” 24 August 2015, being the latest practicable date prior to the printing of this document for ascertaining certain information contained herein

“[REDACTED]” the [REDACTED] of the Shares on [REDACTED]

“[REDACTED]” the date on which dealings in the Shares on

[REDACTED] first commence, which is expected to be on or about [REDACTED]

“[REDACTED]” [REDACTED]

“Memorandum” or

“Memorandum of Association”

the amended and restated memorandum of association of our Company adopted by our sole Shareholder on [REDACTED], as amended from time to time

“Mr. Lee” Mr. Lee Siu On (李少安), our chief executive officer, an

executive Director and one of our Controlling Shareholders

“Mr. Ng” Mr. Ng Chun Sum (吳俊深), a senior management

(6)

“Ms. Kwok” Ms. Kwok Mei Foon (郭美歡), our Chairlady and an executive Director, one of our Controlling Shareholders and the spouse of Mr. Lee

“[REDACTED]” [REDACTED] new Shares to be offered by our

Company for subscription at the [REDACTED] under the [REDACTED]

“On Hong Century” On Hong Century Limited (安康世紀有限公司), a

company incorporated in the BVI with limited liability on 23 April 2014, which is owned as to 50% by Mr. Lee and 50% by Ms. Kwok and one of our Controlling Shareholders

“[REDACTED]” the conditional [REDACTED] by the Underwriters on

behalf of our Company and the [REDACTED] of the [REDACTED] for cash at the [REDACTED], as further described in “Structure and Conditions of the [REDACTED]”

“[REDACTED]” the final price per [REDACTED] (exclusive of

brokerage, SFC transaction levy and Stock Exchange trading fee payable thereon) which will be not more than HK$[REDACTED] per [REDACTED] and is expected

to be not less than HK$[REDACTED] per

[REDACTED], such price is to be fixed on the Price Determination Date

“[REDACTED]” the [REDACTED] Shares (comprising [REDACTED] to

be offered by our Company and [REDACTED] to be offered by the [REDACTED]) being offered for subscription by our Company and offered for sale by the

[REDACTED] at the [REDACTED] under the

[REDACTED]

“PRC Legal Advisers” Global Law Office, the legal advisers of our Company as to PRC law

“Predecessor Companies Ordinance”

the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as in force from time to time before 3 March 2014

(7)

“Price Determination Date” the date, expected to be on or before [REDACTED], [REDACTED] or such later date as the Sole Lead Manager (for itself and on behalf of the Underwriters) and our Company (for itself and on behalf of the [REDACTED]) may agree, on which the [REDACTED] will be fixed for the purposes of the [REDACTED] “Reorganisation” the corporate reorganisation arrangements undergone by

our Group in preparation for the [REDACTED], details of which are set out in “History, Reorganisation and Corporate Structure”

“Reporting Accountants” KPMG

“RMB” or “Renminbi” Renminbi yuan, the lawful currency of the PRC

“[REDACTED]” [REDACTED] Shares to be offered by the

[REDACTED] for sale at the [REDACTED] under the [REDACTED]

“[REDACTED]” On Hong Century, the particulars of which are set out in “Statutory and General Information – Other Information – 24. Particulars of the [REDACTED]”

“SFC” the Securities and Futures Commission of Hong Kong

“SFO” the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong), as amended and supplemented from time to time

“Share(s)” ordinary shares of HK$0.01 each in the share capital of our Company

“Share Option Scheme” the share option scheme conditionally approved and adopted by our Company on [REDACTED], the principal terms of which are summarised in “Statutory and General Information – Other Information – 15. Share Option Scheme”

(8)

“Shenzhen Yunxu” 深圳運旭貿易有限公司 (Shenzhen Yunxu Trading Limited*), a wholly foreign owned enterprise established in the PRC with limited liability on 15 April 2013, wholly-owned by Mr. Lee and was in the process of deregistration as at the Latest Practicable Date

“Sole Bookrunner” or “Sole Lead Manager” or “[REDACTED]”

[REDACTED], a licensed corporation permitted to carry out type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO, being the sole bookrunner and sole lead manager to the [REDACTED]

“Sponsor” or “Quam Capital” Quam Capital Limited, a licensed corporation permitted to carry out type 6 (advising on corporate finance) regulated activity under the SFO, being the sponsor to the [REDACTED]

“sq.m.” or “m2 square metre

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“subsidiary” or “subsidiaries” has the meaning ascribed to it under the Companies Ordinance

“Systech Electronics” Systech Electronics Limited (捷聯電子有限公司), a

company incorporated in Hong Kong with limited liability on 17 September 2003, which is an indirect wholly-owned subsidiary of our Company

“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs, as amended, supplemented or otherwise modified from time to time

“Track Record Period” the period comprising the three financial years ended 31 March 2015

“Underwriters” the underwriters of the [REDACTED] named in

(9)

“Underwriting Agreement” the conditional underwriting agreement dated [REDACTED] entered into by, among others, our Company, the [REDACTED], our executive Directors, our Controlling Shareholders, the Sponsor, the Sole Lead Manager and the Underwriters, brief particulars of which are summarised in “Underwriting”

“U.S.” or “USA” the United States of America

“US$” or “USD” or “US dollars” United States dollars, the lawful currency of the U.S.

“Wenxingjin Management” 穩興進管理諮詢(深圳)有限公司 (Wenxingjin Management

Consulting (Shenzhen) Limited*), a wholly foreign owned enterprise established in the PRC with limited liability on 17 July 2015, which is owned as to 50% by Mr. Lee and 50% by Ms. Kwok

“%” per cent.

Unless otherwise specified, for the purpose of this document and for the purpose of illustration only, Hong Kong dollar amounts have been translated using the following rates:

HK$7.80 : US$1.00; and

HK$1.00 : RMB0.826

No representation is made that any amounts in HK$, US$ or RMB were or could have been converted at the above rate or at any other rates or at all.

In this document, the terms “associate”, “close associate”, “connected person”, “core connected person”, “connected transaction”, “controlling shareholder”, “substantial shareholder” and “significant shareholder” shall have the meanings given to such terms in the

[REDACTED], unless the context otherwise requires.

Certain amounts and percentage figures included in this document have been subject to rounding adjustment. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

References

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