Global Offering
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(Incorporated in Hong Kong with limited liability) Global Offering Global Coordinator, Bookrunner, Lead Manager and Sponsor IMPORTANT If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice. CITIC 1616 Holdings Limited 中 信 1616 集團有限公司 (Incorporated in Hong Kong with limited liability) GLOBAL OFFERING Number of Offer Shares : 815,920,000 Shares (subject to Over-allotment Option) Number of Public Offer Shares : 137,592,000 New Shares (subject to adjustment) Number of International Placing Shares : 678,328,000 Shares (subject to Over-allotment Option and adjustment) comprising 50,408,000 New Shares and 627,920,000 Sale Shares Offer Price : Not more than HK$2.58 per Offer Share (payable in full on application and subject to refund) and expected to be not less than HK$2.13 per Offer Share Nominal value : HK$0.10 per Share Stock code : 1883 Global Coordinator, Bookrunner, Lead Manager and Sponsor BNP Paribas Capital (Asia Pacific) 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, having attached thereto the documents specified in the paragraph headed “Documents delivered to the Registrar of Companies in Hong Kong” in Appendix VI to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 38D of the Companies Ordinance (Chapter 32 of the Laws 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. The Offer Price is expected to be determined by agreement between the Company, the Vendor and the Global Coordinator (on behalf of the Underwriters) on 28 March 2007 or such later time or date as may be agreed by the Company and the Global Coordinator but in any event not later than 30 March 2007. The Offer Price will be not more than HK$2.58 per Offer Share and is expected to be not less than HK$2.13 per Offer Share. Investors applying for Public Offer Shares must pay the maximum Offer Price of HK$2.58 per Offer Share together with brokerage of 1%, Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.004%. The Global Coordinator (on behalf of the Underwriters) may reduce the indicative Offer Price range stated in this Prospectus at any time prior to the morning of the last day for lodging applications under the Public Offer. In such a case, a notice of the reduction of the indicative Offer Price range will be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) not later than the morning of the last day for lodging applications under the Public Offer. If applications for Public Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Public Offer, then even if the Offer Price is so reduced, such applications cannot subsequently be withdrawn. Further details are set out in the sections headed “Structure and conditions of the Global Offering” and “How to apply for the Public Offer Shares and Reserved Shares” in this Prospectus. If, for any reason, the Offer Price is not agreed between the Company, the Vendor and the Global Coordinator (on behalf of the Underwriters) on or around 28 March 2007 (or such later time or date as may be agreed by the Company, the Vendor and the Global Coordinator) but in any event not later than 30 March 2007, the Global Offering will not become unconditional and will lapse. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this Prospectus and the application forms, including the risk factors set out in the section headed “Risk factors” in this Prospectus. Pursuant to the termination provisions contained in the Underwriting Agreements in respect of the Offer Shares, the Global Coordinator (on behalf of the Underwriters) has the right in certain circumstances, in the reasonable opinion of the Global Coordinator, to terminate the obligations of the Underwriters pursuant to the Underwriting Agreements at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Further details of the terms of the termination provisions are set out in the section headed “Underwriting – Grounds for termination” in this Prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the US Securities Act and may be offered, sold, pledged or transferred only (i) in the United States to QIBs in reliance on Rule 144A or another exemption from registration under the US Securities Act and (ii) outside the United States in reliance on Regulation S under the US Securities Act. 22 March 2007 EXPECTED TIMETABLE If there is any change in the following expected timetable of the Public Offer, the Company will issue an announcement to be published in English in South China Morning Post and in Chinese in the Hong Kong Economic Times. 2007 (Note 1) Latest time to lodge PINK application forms . .5:00 p.m. on 26 March Latest time to lodge WHITE, YELLOW and BLUE application forms . 12:00 noon on 27 March Latest time to give electronic application instructions to HKSCC (Note 2) . 27 March Application lists open (Note 3) . .11:45 a.m. on 27 March Application lists close . 12:00 noon on 27 March Expected Price Determination Date (Note 4) . 28 March Announcement of the Offer Price, the level of indication of interest in the International Placing, the results of applications of Public Offer and Preferential Offer and the basis of allotment of the Public Offer Shares and Reserved Shares to be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) on or about . 2 April Despatch of Share certificates in respect of wholly or partially successful applications on or about (Note 5) . 2 April Despatch of refund cheques in respect of wholly or partially unsuccessful applications on or about (Note 5) (Note 6) . 2 April Dealings in Shares on the Stock Exchange expected to commence on . 9:30 a.m. on 3 April Notes: 1. All times refer to Hong Kong local time, except as otherwise stated. Details of the structure and conditions of the Global Offering, including its conditions, are set out in the section headed “Structure and conditions of the Global Offering” in this Prospectus. 2. Applicants who apply by giving electronic application instructions to HKSCC should refer to the section headed “How to apply for Public Offer Shares and Reserved Shares — How to apply by giving electronic application instructions to HKSCC” in this Prospectus. 3. If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force at any time between 9:00 a.m. and 12:00 noon on 27 March 2007, the application lists will not be opened on that day. Further information is set out in the section headed “How to apply for Public Offer Shares and Reserved Shares — Effect of bad weather conditions on the opening of the application lists” in this Prospectus. — i — EXPECTED TIMETABLE 4. Please note that the Price Determination Date, being the date on which the Offer Price is to be determined, is expected to be on or around 28 March 2007. Notwithstanding that the Offer Price may be fixed at below the maximum offer price of HK$2.58 per Offer Share payable by applicants for Shares under the Public Offer, applications who apply for Offer Shares must pay on application the maximum offer price of HK$2.58 per Offer Share plus the brokerage of 1%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005% but will be refunded the surplus application monies as provided in the section headed “How to apply for Public Offer Shares and Reserved Shares” in this Prospectus. 5. Applicants who apply for 1,000,000 or more Public Offer Shares and/or 1,000,000 or more Reserved Shares and have indicated in their Application Forms their wish to collect refund cheques (where applicable) and, where applicable, Share certificates in person may do so from the Share Registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Monday, 2 April 2007 or any other date notified by the Company in the newspapers as the date of despatch of Share certificates and/or refund cheques. Applicants being individuals who opt for personal collection must not authorise any other person to make their collection on their behalf. Applicants being corporations who opt for personal collection must attend by their authorised representatives bearing letters of authorisation from their corporations stamped with the corporations’ chops. Both individuals and authorised representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to the Share Registrar. Uncollected Share certificates and refund cheques will be despatched by ordinary post at the applicant’s own risk to the addresses specified in the relevant Application Forms shortly thereafter. Further information is set out in the section headed “How to apply for Public Offer Shares and Reserved Shares” in this Prospectus.