LTN20101022019.Pdf

IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Evergreen International Holdings Limited 長興國際（集團）控股有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares : 236,674,000 Shares (subject to the Over-allotment Option) Number of Hong Kong Public Offer Shares : 23,668,000 Shares (subject to adjustment) Number of International Placing Shares : 213,006,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$4.60 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.003% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars, subject to refund) Nominal Value : HK$0.001 per Share Stock Code : 238 Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Piper Jaffray Sole Sponsor Piper Jaffray Co-Lead Manager Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility as to 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 section headed “Documents delivered to the Registrar of Companies and available for inspection” in Appendix VII to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other document referred to above. The Offer Price is expected to be determined by agreement between the Company and the Joint Global Coordinators (on behalf of the Underwriters) on the Price Determination Date, which is expected to be on or around Thursday, 28 October 2010, or such later time as may be agreed by the Company and the Joint Global Coordinators (on behalf of the Underwriters), but in any event not later than Tuesday, 2 November 2010. The Offer Price will be not more than HK$4.60 per Offer Share and is currently expected to be not less than HK$3.80 per Offer Share. Investors applying for Hong Kong Public Offer Shares must pay, on application, the maximum Offer Price of HK$4.60 per Offer Share, unless otherwise announced, together with a brokerage of 1.0%, SFC transaction levy of 0.003% and Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is lower than HK$4.60. The Joint Global Coordinators (on behalf of the Underwriters) may, with the Company’s consent, reduce the number of Offer Shares being offered under the Global Offering and/or 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 Hong Kong Public Offer. In such a case, an announcement of the reduction in the number of Offer Shares being offered under the Global Offering and/or of the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) as well as on the Company’s website at www.evergreen-intl.com and the website of the Hong Kong Stock Exchange at www.hkexnews.hk as soon as practicable but in any event not later than the morning of the last day for lodging applications under the Hong Kong Public Offer. More details are set out in the section headed “Structure of the Global Offering” in this prospectus. If, for any reason, the Offer Price is not agreed by 5:00 pm on Tuesday, 2 November 2010 by the Company and the Joint Global Coordinators (on behalf of the Underwriters), the Global Offering will not proceed and will lapse. Prior to making an investment decision, prospective investors should consider carefully all the information set out in this prospectus, including the risk factors set out in the section headed “Risk Factors” in this prospectus. Pursuant to the force majeure provisions contained in the Underwriting Agreements in respect of the Offer Shares, the Joint Global Coordinators (on behalf of the Underwriters) have the right in certain circumstances, in their sole discretion, 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 date when dealings in the Shares first commence on Hong Kong Stock Exchange. Further details of the terms of the force majeure provisions are set out in the section headed “Underwriting-Underwriting Arrangements, Commissions and Expenses-Grounds for termination” in this prospectus. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) and may not be offered or sold, pledged or transferred within the United States, except that the Offer Shares may be offered, sold or delivered to Qualified Institutional Buyers in reliance on Rule 144A or other exemption(s) from registration under the US Securities Act or outside the United States in reliance on Regulation S under the US Securities Act. 22 October 2010 EXPECTED TIMETABLE If there is any change in the following expected timetable1 of the Hong Kong Public Offer, the Company will issue an announcement in Hong Kong to be published in English in the South China Morning Post and in Chinese in the Hong Kong Economic Times. Application lists open 2 .............................. 11:45 a.m. on Wednesday, 27 October 2010 Latest time for lodging WHITE and YELLOW Application Forms and giving electronic application instructions to HKSCC 3 ................. 12:00 noon on Wednesday, 27 October 2010 Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk 4 .............11:30 a.m. on Wednesday, 27 October 2010 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) ................ 12:00 noon on Wednesday, 27 October 2010 Application lists close 2 ............................. 12:00 noon on Wednesday, 27 October 2010 Expected Price Determination Date 5 ................... Thursday, 28 October 2010 (1): Announcement of the Offer Price, the indication of the level of interest in the International Placing, the level of applications and the basis of allocation of Hong Kong Public Offer Shares under the Hong Kong Public Offer to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before ............................... Wednesday, 3 November 2010 (2): Results of allocations in the Hong Kong Public Offer (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels (see the section headed “How to apply for Hong Kong Public Offer Shares – Results of Allocations” in this prospectus) ....... Wednesday, 3 November 2010 A full announcement of the Hong Kong Public Offer containing the information in (1) and (2) above will be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and the Company’s website at www.evergreen-intl.com ............... Wednesday, 3 November 2010 Results of Allocation of the Hong Kong Public Offer will be available at www.iporesults.com.hk with a “search by ID” function ...................Wednesday, 3 November 2010 –i– EXPECTED TIMETABLE Despatch of share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offer on or before 6 .......... Wednesday, 3 November 2010 Despatch of refund cheques in respect of wholly successful (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offer on or before 6 . Wednesday, 3 November 2010 White Form e-Refund payment instructions in respect of wholly successful (if applicable) or wholly or partially unsuccessful applications will be despatched on or before 6 ..................... Wednesday, 3 November 2010 Dealings in Shares on the Hong Kong Stock Exchange expected to commence at 9:30 a.m. on ............... Thursday, 4 November 2010 Uncollected share certificates and/or refund cheques (if any) will be despatched by ordinary post at the applicants’ own risk to the addresses specified in the Application Forms promptly after the expiry of the time for their collection. Further information is set out in the section headed “How to apply for Hong Kong Public Offer Shares – Despatch/collection of share certificates and refund monies” in this prospectus. 1 Unless otherwise stated, all times and dates refer to Hong Kong local times and dates. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “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 in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, 27 October 2010, the application lists will not open and close on that day. Further information is set out in the section headed “How to apply for Hong Kong Public Offer Shares – Effect of bad weather condition on the opening of the application lists” in this prospectus. If the application lists do not open and close on Wednesday, 27 October 2010, the dates mentioned in this section may be affected. A press announcement will be made by the Company in such event.

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