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36.Com Holdings Limited Incorporated in Bermuda with Limited Liability) IMPORTANT If you are in any doubt about this prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers. 36.com Holdings Limited incorporated in Bermuda with limited liability) Listing on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited by way of Placing and Public Offer Number of Shares under the Share Offer : 280,000,000 +subject to Over-allotment Option) +with one Warrant for every Offer Share) Number of Placing Shares : 238,000,000 +subject to Over-allotment Option and reallocation) +with one Warrant for every Placing Share) Number of Public Offer Shares : 42,000,000 +subject to reallocation) +with oneWarrantforeveryPublicOfferShare) Issue Price : HK$0.36 per Offer Share payable in full on application Nominal value : HK$0.0001 each GEM stock code : 8036 GEM warrant code : 8351 Sponsor Worldsec Corporate Finance Limited Lead Manager Worldsec International Limited Co-Managers HSBC Broking Securities +Asia) Limited BNP Prime Peregrine Securities Limited JSCresvale International Limited Celestial Capital Limited OSK Asia Securities Limited Kingsway SW Securities Limited The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus. A copy of this prospectus, together with the documents specified in the paragraph headed ``Documents delivered to the Registrar of Companies'' in Appendix VI to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance of Hong Kong. The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. A copy of this prospectus, together with copies of the application forms, has been filed with the Registrar of Companies in Bermuda and, in addition, the Bermuda Monetary Authority has given its consent for the issue of Shares pursuant to the Share Offer. In accepting the prospectus for filing and in granting its consent for the issue of the Shares pursuant to the Share Offer, neither the Registrar of Companies in Bermuda nor the Bermuda Monetary Authority accept any responsibility for the contents of this prospectus. 18th July, 2000 IMPORTANT Characteristics of the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited: GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the Internet website operated by the Stock Exchange. GEM-listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to-date public information on GEM-listed issuers. ÐiÐ CONTENTS You should rely only on the information contained in this prospectus to make your investment decision. The Company has not authorised anyone to provide you with information that is different from what is contained in this prospectus. Any information or representation not made in this prospectus must not be relied on by you as having been authorised by the Company, Worldsec, the Underwriters, any of their respective directors or any other person involved in the Share Offer. Page EXPECTED TIMETABLE ...................................................... 1 SUMMARY ..................................................................... 2 DEFINITIONS .................................................................. 15 GLOSSARY OF TECHNICAL TERMS .......................................... 21 RISK FACTORS ................................................................ 25 WAIVERSFROM COMPLIANCE WITH THE GEM LISTINGRULES AND COMPANIESORDINANCE ............................................. 41 INFORMATION ABOUT THISPROSPECTUSAND THE SHARE OFFER ........ 45 DIRECTORSAND PARTIESINVOLVED IN THE SHARE OFFER ............... 51 CORPORATE INFORMATION ................................................. 56 INDUSTRY OVERVIEW ........................................................ 58 BUSINESS Corporate structure ........................................................ 65 History and development ................................................... 66 The Group's objectives and business model .................................. 70 Statement of active business pursuits ........................................ 88 Largest customers and suppliers ............................................ 92 The Group's strengths ...................................................... 92 Business objectives, future plans and implementation schedule ................ 93 ÐiiÐ CONTENTS Page Competition ................................................................ 99 Key business alliance ....................................................... 99 Strategic alliances .......................................................... 100 Office ..................................................................... 106 Intellectual property rights ................................................. 106 Use of proceeds ............................................................ 107 Year 2000 compliance ...................................................... 108 DIRECTORS, SENIOR MANAGEMENT AND STAFF ............................ 109 SUBSTANTIAL AND INITIAL MANAGEMENT SHAREHOLDERS .............. 116 SHARE CAPITAL .............................................................. 120 FINANCIAL INFORMATION ................................................... 123 SPONSOR'S INTERESTS ....................................................... 130 UNDERWRITING .............................................................. 131 STRUCTURE OF THE SHARE OFFER ......................................... 135 HOW TO APPLY FOR THE PUBLIC OFFER SHARES +WITH WARRANTS) .... 141 PROCEDURE FOR QUALIFYING SUBSCRIBERS APPLYING FOR QUALIFYING SHARES +WITH WARRANTS) ............................ 148 APPENDICES Appendix I Ð Accountants' report ..................................... 151 Appendix II Ð Property valuation report ............................... 164 Appendix III Ð Summary of the constitution of the Company and Bermuda company law ................................ 168 Appendix IV Ð Summary of the terms of the Warrants .................. 200 Appendix V Ð Statutory and general information ....................... 208 Appendix VI Ð Documents delivered and available for inspection ......... 256 ÐiiiÐ EXPECTED TIMETABLE 2000 Application lists open Note 2) ..................... 11:45a.m.onFriday,21stJuly Latest time to lodge WHITE, YELLOW and BLUE applicationforms .....................12:00noononFriday,21stJuly Applicationlistsclose............................12:00noononFriday,21stJuly Announcement of the indication of level of interests in the Placing, basis of allotment and results of applications for the Public Offer and the Qualifying Shares to be published in the South China Morning Post 'in English), the Hong Kong Economic Times 'in Chinese) and the GEM website at www.hkgem.com on or before . Tuesday, 25th July Despatch of share and warrant certificates and refund cheques in respect of wholly or partially unsuccessful applications on or before Note 3) .................................. Wednesday,26thJuly Dealings in the Shares and the Warrants on GEM to commence on . Friday, 28th July Notes: '1) All times refer to Hong Kong local time. Details of the structure of the Share Offer, including its conditions, are set out in the section headed ``Structure of the Share Offer''. '2) If there is a ``black'' rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9: 00 a.m. and 12: 00 noon on Friday, 21st July, 2000, the application lists will not open on that day. Further information is set out in the paragraph headed ``Effect of bad weather on the opening of the application lists'' under the section headed ``How to apply for the Public Offer Shares 'with Warrants)''. '3) Applicants who have applied on WHITE application forms for 1,000,000 Shares or more under the Public Offer and/or on BLUE application forms for 1,000,000 Qualifying Shares or more and have indicated on their application forms that they wish to collect
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