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



China 3D Digital Entertainment Limited

中國 3D 數碼娛樂有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 8078)


INSIDE INFORMATION


FRAMEWORK AGREEMENT


This announcement is made by China 3D Digital Entertainment Limited (the "Company" or the Company together with its subsidiaries, collectively the "Group") pursuant to the provisions of the inside information under Part XIVA of the Securities and Futures Ordinance (Cap. 571) and Rule 17.10 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules").


The board of directors (the "Board") of China 3D Digital Entertainment Limited (the "Company") is pleased to announce that on 26 January 2016, the Company entered into a framework agreement (the "Framework Agreement") with China 33 Media Group Limited, a company whose shares are listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (stock code: 8087) (the "Investor"), setting out the major terms of cooperation between the parties for the proposed joint investment in the production of a total of 12 movies (collectively, "Movies" and each a "Movie") which are expected to be distributed in Hong Kong and the People's Republic of China with a total investment amount of about RMB485 million.


Pursuant to the Framework Agreement, subject to the entering into of supplemental investment agreements between the parties or their respective subsidiaries in respect of each of the Movies pursuant to which the parties shall agree on, among others, the expected total investment amount of such Movie, percentage and amount of investment to be contributed by each party and other terms and conditions of cooperation,

the Company will lead the production management, distribution and commercial exploitation of the Movies. All the benefits derived from the copyrights of the Movies and their ancillary products, including but not limited to incomes from theatrical distribution, distribution of video and audio format products, television broadcasts, publications, internet releases and downloads, smart phone games and apps and toys, shall be shared by both parties in such percentage in accordance with their respective percentage of investment as set out in the relevant supplemental investment agreements. Under the Framework Agreement, the parties have agreed that both parties shall be named as joints producers and co-production units of the Movies. Under the Framework Agreement, subject to the entering into of supplemental investment agreement, it is expected that the Group and the Investor shall contribute 85% and 15% of the total investment amount respectively for each Movie.


The Directors believes that the entering into the Framework Agreement can further maintaining a continuous production and launch of movies in the market. The Board believes that entering into a cooperation relationship with the Investor is in the best interests of the Company and its shareholders as a whole.


As at the date of this announcement, no formal agreement regarding the strategic co- operation has been entered into by the Company. The Company will comply with the applicable requirements under the GEM Listing Rules in the event that any agreement regarding the aforesaid co-operation is entered into by the Company.


This announcement is for information purpose only. The cooperation relationship between the Company and the Investor is subject to, amongst other things, the entering into of supplemental investment agreement for each Movie and the terms and conditions of which are yet to be agreed. As the cooperation relationship may or may not proceed, Shareholders and/or potential investors are advised to exercise caution when dealing in the securities of the Company.


The Board confirms that, save as disclosed in this announcement, it is not aware of any reasons for any inside information that needs to be disclosed under Part XIVA of the SFO.


By Order of the Board

China 3D Digital Entertainment Limited Shiu Stephen Junior

Chairman


Hong Kong, 26 January 2016

As at the date hereof, the Board comprises:


Executive Directors: Mr. Shiu Stephen Junior (Chairman)

Mr. Sun Lap Key, Christopher Mr. Lee Wing Ho, Albert


Independent Non-executive Directors: Mr. Chan Chi Ho

Mr. Kam Tik Lun

Mr. Tam Kwok Ming, Banny


This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 announcement 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 announcement misleading.


This announcement will remain on the GEM website at www.hkgem.com on the "Latest Company Announcements" page for seven days from the day of its posting and on the website of the Company at www.china3d8078.com.


* for identification purposes only

China 3D Digital Entertainment Ltd. issued this content on 26 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 26 January 2016 10:34:16 UTC

Original Document: http://www.china3d8078.com/images/cms/2126499251.pdf