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Global Offering

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Global Offering Yuanda China Holdings Limited 遠大中國控股有限公司 (incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Joint Sponsors (in alphabetical order) Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers IMPORTANT: If you are in any doubt about any content of this prospectus, you should obtain independent professional advice. Yuanda China Holdings Limited 遠大中國控股有限公司 (incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares : 1,500,000,000 Shares (subject to adjustment and the Over-allotment Option) Number of Hong Kong Offer Shares : 150,000,000 Shares (subject to adjustment) Number of International Offer Shares : 1,350,000,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$2.78 per Offer Share (payable in full on application subject to refund on final pricing) Nominal Value : HK$0.10 per Share Stock Code : 2789 Joint Sponsors (in alphabetical order) Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers 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 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 Appendix VIII “Documents delivered to the Registrar of Companies” 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 (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or about April 28, 2011 and, in any event, not later than May 4, 2011. The Offer Price will be not more than HK$2.78 and is currently expected to be not less than HK$1.92. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum offer price of HK$2.78 for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price should be lower than HK$2.78. The Joint Global Coordinators (on behalf of the Underwriters, and with our consent) may reduce the number of Offer Shares and/or the indicative offer price range below that stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, a notice of the reduction in the number of Offer Shares and/or the indicative offer price range will be published in the 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 Hong Kong Public Offering. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, the Hong Kong Offer Shares, are subject to termination by the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that trading in the Shares commences on the Stock Exchange. Such grounds are set out in the section entitled “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” in this prospectus. It is important that you refer to that section for further details. The Shares have not been and will not be registered under the U.S. Securities Act and may not be offered, sold, pledged or transferred within the U.S, or for the account or benefit of U.S. persons, except that Offer Shares may be offered, sold or delivered to QIBs in reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A or outside the U.S. in accordance with Regulation S. April 20, 2011 EXPECTED TIMETABLE(1) Application lists open(2) ...........................11.45 a.m. on Wednesday, April 27, 2011 Latest time to lodge WHITE and YELLOW Application Forms . 12:00 noon on Wednesday, April 27, 2011 Latest time to give electronic application instructions to HKSCC(3)(4) ...............................12:00 noon on Wednesday, April 27, 2011 Latest time to compete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk ............11:30 a.m. on Wednesday, April 27, 2011 Latest time to complete electronic applications under White Form eIPO service by effecting internet banking transfer(s) or PPS payment transfer(s) . 12:00 noon on Wednesday, April 27, 2011 Application lists close ............................12:00 noon on Wednesday, April 27, 2011 Expected Price Determination Date .............................. Thursday, April 28, 2011 Announcement of • the Offer Price; • the level of applications in the Hong Kong Public Offering; • the level of indications of interest in the International Offering; and • the basis of allotment of the Hong Kong Offer Shares, to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), our Company’s website of www.yuandacn.com and the Stock Exchange’s website of www.hkexnews.hk on or before ......................Thursday, May 5, 2011 Results of allocations of the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels (see paragraph headed “Publication of results” in the section entitled “How to Apply for Hong Kong Offer Shares” in this prospectus) from ...................Thursday, May 5, 2011 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk, with a “search by ID” function .......................................Thursday, May 5, 2011 Dispatch of White Form e-Refund payment instructions/ refund checks in respect of wholly or partially unsuccessful applications on or before(5) . Thursday, May 5, 2011 Dispatch of share certificates or deposit of the share certificates into CCASS in respect of wholly or partially successful applications on or before(5) ......................Thursday, May 5, 2011 Dealings in Shares on the Stock Exchange expected to commence on ................................................Friday, May 6, 2011 —i— EXPECTED TIMETABLE(1) Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section entitled “Structure of the Global Offering” in this prospectus. (2) 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 Wednesday, April 27, 2011, the application lists will not open on that day. Further information is set out in the paragraph titled “Effect of bad weather on the opening of the application lists” in the section entitled “How to Apply for Hong Kong Offer Shares — Effect of bad weather on the opening of the application lists” in this prospectus. (3) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. (4) If you apply by giving electronic application instructions to HKSCC, you should refer to the section entitled “How to Apply for Hong Kong Offer Shares — Applying by giving electronic application instructions to HKSCC” in this prospectus. (5) We will issue refund to you if your application is wholly or partially unsuccessful or if the Offer Price is less than the price per Offer Share payable on application. We will dispatch share certificates and refund checks by ordinary post to you at your own risk to the address you specified in your Application Form unless you have elected for personal collection. If you have applied for 1,000,000 Hong Kong Offer Shares or more and you have indicated in your Application Form that you wish to collect refund checks and/or Share certificates (if apply by using white application form) personally, you may collect refund checks and/or share certificates (if apply by using white application form) from our Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Thursday, May 5, 2011 or any other place and date we announce in the newspapers as the place and date of dispatch of share certificates/e-Refund payment instructions/refund checks. If you are an individual applicant and you have elected for personal collection, you may not authorize any other person to collect on your behalf. If you are a corporate applicant and you have elected for personal collection, you must attend by your authorized representative with your letter of authorization stamped with your corporate chop.
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