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Shanghai Industrial Investment Treasury Company Limited

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Shanghai Industrial Investment Treasury Company Limited SHANGHAI INDUSTRIAL INVESTMENT TREASURY COMPANY LIMITED (incorporated in the British Virgin Islands with limited liability) HK$2,330,000,000 subject to an additional HK$389,000,000 in aggregate principal amount of Bonds which may be issued pursuant to an option described herein Zero Coupon Guaranteed Exchangeable Bonds due 2009 unconditionally and irrevocably guaranteed by SHANGHAI INDUSTRIAL INVESTMENT (HOLDINGS) COMPANY LIMITED (incorporated in Hong Kong with limited liability) and exchangeable into shares of SHANGHAI INDUSTRIAL HOLDINGS LIMITED A Member of SIIC (incorporated in Hong Kong with limited liability) The HK$2,330,000,000 Zero Coupon Guaranteed Exchangeable Bonds due 2009 (the “Bonds”, which expression shall include the Optional Bonds (as defined below), if any) will be issued by Shanghai Industrial Investment Treasury Company Limited (the “Issuer”) and will be guaranteed (the “Guarantee”) by Shanghai Industrial Investment (Holdings) Company Limited (the “Guarantor”). The Issuer has granted to HSBC Bank plc (the “Lead Manager”) an option which can be exercised, in whole or in part and on one occasion only, at any time on or before the 30th day following the Closing Date (as defined below) to subscribe for up to a further HK$389,000,000 in aggregate principal amount of Bonds (the “Optional Bonds”). See “Subscription and Sale”. Unless previously exchanged, redeemed or purchased and cancelled, each Bond will be exchangeable, at the option of the holder, on and after 23 March 2004 and up to the close of business on 6 March 2009 for (i) a pro rata share of the Exchange Property (as described herein), which will initially comprise ordinary shares of par value HK$0.10 each (the “Shares”) in Shanghai Industrial Holdings Limited (“Shanghai Industrial”) or (ii) at the option of the Issuer, an amount of cash in Hong Kong dollars equal to the Cash Settlement Amount (as defined herein) of such Bond. The number of Shares constituting the Exchange Property shall be calculated by dividing the aggregate principal amount of the Bonds outstanding by the Exchange Price, which shall initially be HK$26.381, subject to adjustment in certain events described under “Terms and Conditions of the Bonds — Exchange”. Accordingly, the Exchange Property will initially comprise 88,321,140 Shares (subject to increase up to a maximum of 103,066,600 Shares if all of the Optional Bonds are issued). Unless previously exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at 109.10% of their principal amount on 16 March 2009. On or at any time after 16 March 2007 and prior to maturity, the Issuer may redeem all or some only of the Bonds, at the relevant Early Redemption Amount (as defined herein), provided, however, that no such redemption may be made unless either (i) the value of the Exchange Property on each of the 20 consecutive Trading Days (as defined herein), the last of which occurs not more than five Trading Days immediately prior to the date upon which notice of such redemption is given, shall have exceeded 130% of the aggregate principal amount of the Bonds outstanding on such Trading Day; or (ii) prior to the date on which the relevant notice of redemption is given by the Issuer, less than 10% in aggregate principal amount of the Bonds originally issued (including any Optional Bonds) is outstanding. The Bonds may also be redeemed at the option of the holders at the Early Redemption Amount on the occurrence of a Change of Control (as defined herein) or a Delisting (as defined herein) of the Shares. All, but not some only, of the Bonds may be redeemed, at the option of the Issuer, at any time at their Early Redemption Amount, in the event of certain changes relating to British Virgin Islands, Hong Kong or PRC taxation. See “Terms and Conditions of the Bonds — Redemption and Purchase”. Application has been made to The Stock Exchange of Hong Kong Limited (the “HKSE”) for listing of, and permission to deal in, the Bonds by way of selectively marketed securities (as defined in the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (the “Listing Rules”)) and such permission is expected to become effective on 17 March 2004. The Shares are listed on the HKSE. Investing in the Bonds involves certain risks. See “Risk Factors” beginning on page 15 for a discussion of certain factors to be considered in connection with an investment in the Bonds. Issue Price: 100% The Bonds, the Guarantee and the Shares to be delivered upon exchange of the Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and, subject to certain exceptions, may not be offered or sold within the United States. For a description of these and certain further restrictions on offers and sales of the Bonds and the Shares to be delivered upon exchange of the Bonds and the distribution of this Offering Circular, see “Subscription and Sale”. The Bonds will be represented by beneficial interests in a permanent global certificate (the “Global Certificate”) in registered form, which will be registered in the name of a nominee of, and shall be deposited on or about 16 March 2004 (the “Closing Date”), with a common depositary for, Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, socie´te´ anonyme (“Clearstream”). Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream. Except as described herein, certificates for Bonds will not be issued in exchange for interests in the Global Certificate. Sole Bookrunner and Lead Manager HSBC Bank plc Co-Manager ABN AMRO Rothschild Offering Circular dated 11 March 2004 The Issuer and the Guarantor, having made all reasonable enquiries, confirm that (i) this Offering Circular contains all information with respect to the Issuer, the Guarantor, the Guarantor’s subsidiaries [A1C.2] (the Guarantor and its subsidiaries, collectively, the “SIIC Group”), Shanghai Industrial and Shanghai Industrial’s subsidiaries (Shanghai Industrial and its subsidiaries, collectively the “SIHL Group”, and the SIIC Group and the SIHL Group are collectively referred to as the “Group”) and certain of the Group’s jointly controlled entities, associated companies and investment securities (the “jointly controlled entities”), and the issue of the Bonds and the Shares, which is material in the context of the issue and offering of the Bonds, (ii) the statements contained in it relating to the Issuer, the Group and the jointly controlled entities are in every material respect true and accurate and not misleading, and (iii) the opinions and intentions expressed in this document with regard to the Issuer, the Group and the jointly controlled entities are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; there are no other facts in relation to the Issuer, the Group, the jointly controlled entities, the Bonds or the Shares the omission of which would, in the context of the issue and offering of the Bonds, make any statement in this Offering Circular [A1C.2] misleading in any material respect and all reasonable enquiries have been made by the Issuer and the Guarantor to ascertain such facts and to verify the accuracy of all such information and statements. In addition, the Issuer and the Guarantor accept full responsibility for the accuracy of the information contained in this Offering Circular. This Offering Circular has been prepared by the Issuer and the Guarantor solely for use in connection with the proposed offering of the Bonds described in this Offering Circular. The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer, the Guarantor and the Managers (as defined in “Subscription and Sale”) to inform themselves about and to observe any such restrictions. No action is being taken to permit a public offering of the Bonds or Shares deliverable upon exchange of the Bonds or the distribution of this document in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the Bonds and Shares deliverable upon exchange of the Bonds, and the circulation of documents relating thereto, in certain jurisdictions including the United States, the United Kingdom, Japan, Singapore and Hong Kong, and to persons connected therewith. For a description of certain further restrictions on offers, sales and resales of the Bonds and distribution of this Offering Circular, see “Subscription and Sale”. No person has been or is authorised to give any information or to make any representation concerning the Issuer, the Group, the jointly controlled entities, the Bonds or the Shares other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Issuer, the Guarantor, the Managers, the Trustee or the Agents. Neither the delivery of this document nor any offering, sale or delivery made in connection with the issue of the Bonds shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in the affairs of the Issuer, the Group or the jointly controlled entities or any of them since the date hereof or create any implication that the information contained herein is correct as of any date subsequent to the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor, the Managers, the Trustee or the Agents to subscribe for or purchase any of, the Bonds or Shares and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful.
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