THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 the Prospectus Documents (as defined herein), 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 the Prospectus Documents.

If you are in doubt as to any aspect of this Prospectus or as to the action to be taken, you should consult your licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in i-CABLE Communications Limited, you should at once hand the Prospectus Documents to the purchaser(s) or the transferee(s) or to the bank manager(s), licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser(s) or the transferee(s).

A copy of each of the Prospectus Documents, having attached thereto the written consent referred to in the paragraph headed "4. Expert and Consent" in Appendix III to this Prospectus, have been registered with the Registrar of Companies in Hong Kong pursuant to section 38D of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility for the contents of any of these documents.

Dealing in the securities of the Company may be settled through CCASS and you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests.

Subject to the granting of the listing of, and permission to deal in, the Offer Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Offer Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Offer Shares on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Shareholders with registered addresses in any jurisdiction outside Hong Kong or holding the Shares on behalf of persons with such addresses and beneficial owners of the Shares who are residents outside Hong Kong are referred to the important information set out in the section headed "Notices" and the paragraph headed "Rights of the Overseas Shareholders" under the section headed "Letter from the Board" of this Prospectus. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the Offer Shares or to take up any entitlements to the Offer Shares, or any solicitation or act in furtherance to a trade in any jurisdiction in which such an offer or solicitation or act is unlawful.

None of the Offer Shares and the Prospectus Documents have been or will be registered under the U.S. Securities Act or the securities laws of any State or other jurisdiction of the United States and may not be offered, sold, allotted, taken up, exercised, resold, renounced, pledged, transferred or delivered, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States. There will be no public offer of any securities in the United States. This Prospectus is being sent to you in reliance on your representation to the Company that you are not a "U.S. Person" ("U.S. Person") as defined in Regulation S. By accepting and accessing this Prospectus, you shall be deemed to have represented that you consent to delivery of this Prospectus and any amendments or supplements thereto and you shall be deemed to have confirmed your representation that you are, or in the event that you are acting on behalf of one or more beneficial owners of the Shares, you have received a written certification from each such beneficial owner (dated as of a specific date on or since the close of such beneficial owner's most recent fiscal year) to the effect that such beneficial owner is, not a U.S. Person.

Distribution of this Prospectus into jurisdictions other than Hong Kong may be restricted by law. Persons (including, without limitation, Shareholders and beneficial owners of the Shares, agents custodians, nominees and trustees) into whose possession this Prospectus comes should inform themselves of and observe any such restrictions. This Prospectus is not for release, publication or distribution, directly or indirectly, in or into the United States. This Prospectus will not be registered or filed under any applicable securities or equivalent legislation of any jurisdictions other than Hong Kong.

i-CABLE COMMUNICATIONS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1097) OPEN OFFER OF 3,352,520,666 OFFER SHARES AT HK$0.21 PER OFFER SHARE ON THE BASIS OF FIVE OFFER SHARES FOR EVERY THREE EXISTING SHARES HELD ON THE RECORD DATE Financial Consultant to the Company Ernst & Young Transactions Limited Underwriter of the Open Offer Forever Top (Asia) Limited

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this Prospectus.

The Latest Time for Acceptance is 4:00 p.m. on Thursday, 24 August 2017. The procedures for acceptance and payment for the Offer Shares are set out on pages 24 to 25 of this Prospectus.

Shareholders should note that the Shares have been dealt in on an ex-entitlement basis commencing from Thursday, 3 August 2017 and that dealings in the Shares may take place while the conditions to which the Open Offer and the Underwriting Agreement are subject remain unfulfilled. Any Shareholder or other persons dealing in the Shares up to the date on which all conditions to which the Open Offer is subject are fulfilled will accordingly bear the risk that the Open Offer may not become unconditional and may not proceed. Any Shareholder or other persons contemplating selling or purchasing Shares, who is in any doubt about his/her/its position, is recommended to consult his/her/its own professional advisers.

The Open Offer is conditional, inter alia, upon the fulfillment of the conditions set out under the paragraph headed "Conditions precedent" in the "Letter from the Board" of this Prospectus. In particular, the Open Offer is subject to the Underwriter not terminating the Underwriting Agreement in accordance with the terms set out therein. Accordingly, the Open Offer may or may not proceed. Any Shareholders or other persons contemplating selling or purchasing Shares up to the date when the conditions of the Open Offer are fulfilled will bear the risk that the Open Offer could not become unconditional and may not proceed. Shareholders and the public are reminded to exercise caution when dealing in the securities of the Company.

10 August 2017

The Open Offer is conditional upon the Underwriting Agreement becoming unconditional and not being terminated by the Underwriter in accordance with its terms. If the Open Offer does not become unconditional, the Open Offer will not proceed and the Company will make further announcement(s). It should be noted that Shares have been dealt in on an ex-entitlement basis commencing from Thursday, 3 August 2017 and that dealing in Shares will take place while the conditions to which the Open Offer and the Underwriting Agreement are subject remain unfulfilled. Any Shareholders or other persons contemplating selling or purchasing Shares up to the date when the conditions of the Open Offer are fulfilled will bear the risk that the Open Offer could not become unconditional and may not proceed, and is recommended to consult his or her or its own professional adviser if in any doubt about his or her or its position. THIS PROSPECTUS DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO ACQUIRE, THE OFFER SHARES OR TO TAKE UP ANY ENTITLEMENTS TO THE OFFER SHARES OR ANY SOLICITATION OR ACT IN FURTHERANCE TO A TRADE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION OR ACT IS UNLAWFUL. None of the Offer

Shares, this Prospectus, and the Application Form will be registered under the securities laws of any jurisdiction (other than in Hong Kong). Accordingly, the Offer Shares may not be offered, sold, pledged, taken up, resold, renounced, transferred or delivered, directly or indirectly, into or within any absent registration or qualification under the respective securities laws of such jurisdictions, or exemption from the registration or qualification requirements under applicable rules of such jurisdictions. It is the responsibility of any person (including but not limited to any agent, custodian, nominee or trustee) outside Hong Kong wishing to make an application for the Offer Shares to satisfy himself/herself/itself as to the full observance of the laws and regulations of the relevant territory or jurisdiction, including obtaining any governmental or other consents and to pay any taxes, duties and other amounts required to be paid in such territory or jurisdiction in connection therewith. Any acceptance of the offer of the Offer Shares by any person will be deemed to constitute a representation and warranty from such person to the Company that these local laws and requirements have been fully complied with. Such persons should consult their professional advisers if in doubt.

Shareholders with registered addresses in any jurisdiction outside Hong Kong or holding the Shares on behalf of any person with such addresses and beneficial owners of the Shares who are residents outside Hong Kong are referred to the section headed "Notices", and the paragraph headed "Rights of the Overseas Shareholders" under the section headed "Letter from the Board" of this Prospectus.

Each person acquiring the Offer Shares under the Open Offer will be required to confirm, or be deemed by his or her or its acquisition of the Offer Shares to confirm, that he or she or it is aware of the restrictions on offers and sales of Offer Shares as described in this Prospectus.

NOTICE TO UNITED KINGDOM INVESTORS

The making of the Open Offer to Overseas Shareholders having registered addresses in the United Kingdom is exempt from the provisions requiring an approved prospectus under section 85 of the Financial Services and Markets Act 2000 of the United Kingdom ("FSMA") and accordingly the

Prospectus Documents do not constitute a prospectus for the purposes of the Prospectus Rules made by the Financial Conduct Authority of the United Kingdom ("FCA") and have not been filed with or approved by the FCA pursuant to section 85 of FSMA, the London Stock Exchange or any other authority or regulatory body in the United Kingdom.

NOTICE TO UNITED STATES INVESTORS

None of the Offer Shares and the Prospectus Documents have been or will be registered under the U.S. Securities Act or the securities laws of any State or other jurisdiction of the United States and may not be offered, sold, allotted, taken up, exercised, resold, renounced, pledged, transferred or delivered, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States. There will be no public offer of any securities in the United States.

The Prospectus Documents and the Offer Shares have not been approved or disapproved by the

  1. Securities and Exchange Commission, any State securities commission in the United States or any U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Open Offer, the Prospectus Documents, the Offer Shares or the accuracy or adequacy of these documents. Any representation to the contrary is a criminal offence in the United States.

    None of this Prospectus or the Application Form constitutes, will constitute, or forms or will form, part of any offer or invitation to issue, purchase or acquire the Offer Shares to any person with a registered address, or who is located, in the United States. The Offer Shares are being offered outside the United States in reliance on Regulation S.

    In addition, until 40 days after the commencement of the Open Offer, any offer, sale or transfer of the Offer Shares in or into the United States by a dealer (whether or not participating in the Open Offer) may violate the registration requirements of the U.S. Securities Act.

    Each subscriber/applicant of Offer Shares being offered and sold outside the United States will be deemed to have represented and agreed, among other things, that the subscriber is acquiring the Offer Shares in an offshore transaction meeting the requirements of Regulation S.

    REPRESENTATIONS AND WARRANTIES

    Each subscriber/applicant of Offer Shares will be deemed (by accepting delivery of this Prospectus) to have given each of the following representations and warranties to the Company and the Underwriter and to any person acting on its or their behalf, unless in their sole discretion, the Company and the Underwriter waive such requirement:

    • he/she/it was a Shareholder as at the Record Date;

    • he/she/it may lawfully be offered, take up, obtain, subscribe for and receive the Offer Shares in the jurisdiction in which he/she/it resides or is currently located;

    • he/she/it is not resident or located in, or a citizen of: (a) the U.S.; or (b) any other territory where it would be unlawful to extend the Open Offer;

    • he/she/it is not accepting an offer to acquire or take up the Offer Shares on a non-discretionary basis for a person who is resident or located in, or a citizen of: (a) the U.S.; or (b) any other territory where it would be unlawful to extend the Open Offer at the time the instruction to accept was given;

    • he/she/it is not taking up for the account of any person who is located in any territory where it would be unlawful to extend the Open Offer;

    • he/she/it is not taking up the Offer Shares for the account of any person who is located in the U.S., unless:

    • the instruction to take up the Offer Shares was received from a person outside the U.S.; and

    • the person giving such instruction has confirmed that (i) he/she/it has the authority to give such instruction, and (ii) either he/she/it has investment discretion over such account or is an investment manager or investment company that it is acquiring the Offer Shares in an "offshore transaction" within the meaning of Regulation S;

    • he/she/it is acquiring the Offer Shares in an "offshore transaction" as defined in Regulation S;

    • he/she/it has not been offered the Offer Shares by means of any "directed selling efforts" as defined in Regulation S;

    • he/she/it is not acquiring the Offer Shares with a view to the offer, sale, allotment, taking up, exercise, resale, renouncement, pledge, transfer, delivery or distribution, directly or indirectly, of such Offer Shares into: (a) the U.S.; or (b) any other territory where it would be unlawful to extend the Open Offer; and

    • he/she/it understands that the Offer Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state, territory, or possession of the U.S. and the Offer Shares are being distributed and offered outside the

U.S. in reliance on Regulation S. Consequently he/she/it understands the Offer Shares may not be offered, sold, pledged or otherwise transferred in or into the U.S., except in reliance on an exemption from, or in transactions not subject to, the registration requirements of the

U.S. Securities Act.

This Prospectus is being sent to you in reliance on your representation to the Company that you are not a "U.S. Person" ("U.S. Person") as defined in Regulation S. By accepting and accessing this Prospectus, you shall be deemed to have represented that you consent to delivery of this Prospectus and any amendments or supplements thereto and you shall be deemed to have confirmed your

i-CABLE Communications Limited published this content on 10 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 10 August 2017 10:30:05 UTC.

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