Perfect Shape
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Web Proof Information Pack, 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 Web Proof Information Pack. Web Proof Information Pack of PERFECT SHAPE (PRC) HOLDINGS LIMITED 必 瘦 站( 中 國 )控 股 有 限 公 司 (incorporated in the Cayman Islands with limited liability) WARNING This Web Proof Information Pack is being published as required by The Stock Exchange of Hong Kong Limited (‘‘HKEx’’)/the Securities and Futures Commission solely for the purpose of providing additional information to the public in Hong Kong. ThisWebProofInformationPackisindraftform. The information contained in it is incomplete and is subject to change which can be material. By viewing this Web Proof Information Pack, you acknowledge, accept and agree with Perfect Shape (PRC) Holdings Limited (the ‘‘Company’’), its affiliates, sponsor, advisers and members of the underwriting syndicate that: (a) this Web Proof Information Pack is only for the purpose of facilitating equal dissemination of information to investors in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this Web Proof Information Pack; (b) the posting of the Web Proof Information Pack or supplemental, revised or replacement pages on the website of Hong Kong Exchanges and Clearing Limited does not give rise to any obligation of the Company, its affiliates, sponsor, advisers and members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with any offering; (c) the contents of the Web Proof Information Pack or supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual document; (d) the Web Proof Information Pack is in draft form and may be changed, updated or revised by the Company from time to time and changes, updates and/or revisions could be material, but neither the Company nor any of its affiliates, sponsor, advisers or members of the underwriting syndicate is under any obligation, legal or otherwise, to update any information contained in this Web Proof Information Pack; (e) this Web Proof Information Pack does not constitute a document (as defined in section 2(1) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (the ‘‘Companies Ordinance’’)), notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities; (f) this Web Proof Information Pack must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended; (g) neither the Company nor any of its affiliates, sponsor, advisers or members of the underwriting syndicate is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this Web Proof Information Pack; (h) neither this Web Proof Information Pack or anything contained herein shall form the basis or to be relied on in connection with any contact or commitment whatsoever; (i) neither the Company nor any of its affiliates, sponsor, advisers or members of the underwriting syndicate makes any express or implied representation or warranty as to the accuracy or completeness of the information contained in this Web Proof Information Pack; (j) each of the Company and its affiliates, sponsor, advisers or members of the underwriting syndicate expressly disclaims any and all liability on the basis of any information contained in, or omitted from, or any inaccuracies or errors in, this Web Proof Information Pack; (k) securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’) and any applicable state securities law of the United States, or another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities law of the Unites States. The Company has not and will not register the securities referred to in this Web Proof Information Pack under the U.S. Securities Act or any state securities laws of the United States. This Web Proof Information Pack is not an offer of securities for sale in the United States. You confirm that you are accessing this Web Proof Information Pack from outside the United States; and (l) as there may be legal restrictions on the distribution of this Web Proof Information Pack or dissemination of any information contained in this Web Proof Information Pack, you agree to inform yourself about and observe any such restrictions applicable to you. THIS WEB PROOF INFORMATION PACK IS NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN THE UNITED STATES. ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO PUBLIC OFFERING OF THE SECURITIES WILL BE MADE IN THE UNITED STATES. NEITHER THIS WEB PROOF INFORMATION PACK NOR INFORMATION CONTAINED HEREIN CONSTITUTES OR FORMS PART OF AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES. THIS WEB PROOF INFORMATION PACK IS NOT BEING MADE AND MAY NOT BE DISTRIBUTED OR SENT INTO CANADA OR JAPAN. No offer or invitation will be made to the public in Hong Kong until after a document of the Company has been registered with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance. If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on a document of the Company registered with the Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period. THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained herein is incomplete and subject to change and it must be read in conjunction with the section headed ‘‘Warning’’ on the cover of this Web Proof Information Pack. CONTENTS This Web Proof Information Pack contains the following information relating to the Company: Contents Summary Definitions and Glossary Forward-Looking Statements Risk Factors Directors Industry Overview Laws and Regulations History and Reorganisation Business Relationship with the Controlling Shareholders Directors, Senior Management and Staff Financial Information Future Plans Appendix I — Accountant’s Report Appendix III — Property Valuation Appendix IV — Summary of Constitution of the Company and Cayman Islands Company Law Appendix V — Statutory and General Information YOUSHOULDREADTHESECTIONHEADED‘‘WARNING’’ONTHECOVER OF THIS WEB PROOF INFORMATION PACK. –i– THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained herein is incomplete and subject to change and it must be read in conjunction with the section headed ‘‘Warning’’ on the cover of this Web Proof Information Pack. SUMMARY OVERVIEW We are a well-established slimming and beauty service provider and operate under the well-known brand name ‘‘Perfect Shape 必瘦站’’,targetingmidtohigh-endclientsinthe PRC, Hong Kong and Macau. We have our origin in Hong Kong and experienced substantial growth in the PRC market during the Track Record Period. Through years of development, we have established our ‘‘Perfect Shape 必瘦站’’ brand as a well-recognised icon for the provision of quality and effective slimming services. Our brand recognition can be proved by the various achievements we have accomplished over the years such as ‘‘Superbrands Hong Kong Award’’ and ‘‘PRC Consumer’s Most Favourable Hong Kong Brands’’. We sponsored large-scale beauty contests in Hong Kong and were the ‘‘Miss Hong Kong Pageant 2008 Official Slimming Centre’’ for Miss Hong Kong Pageant 2008, the ‘‘Preferred Slimming Centre’’ for Miss Chinese International Pageant 2009 and the slimming consultant for Miss Asia Pageant (PRC Division) 2009 which form part of our advertising and promotional campaigns to enhance brand recognition. Contributing to our successful expansion in the PRC, we achieved a sustaining growth in the past years. Our revenue increased from HK$236.3 million for the year ended 31 March 2009 to HK$309.0 million for the year ended 31 March 2011, representing a CAGR of 14.4%. For the four months ended 31 July 2011, our revenue increased to HK$134.5 million from HK$100.9 million for the same period in 2010. Our profit attributable to equity holders increased from HK$28.6 million for the year ended 31 March 2009 to HK$50.3 million for the year ended 31 March 2011, representing a CAGR of 32.6%. For the four months ended 31 July 2011, our profit attributable to equity holders increased to HK$28.9 million from HK$14.3 million for the same period in 2010. Our Services and Products We offer around 100 types of slimming treatments in terms of the body parts, the equipment, the slimming products and massage techniques used which not only focus on weight loss management but also emphasise on body shaping and maintenance. We take pride in the provision of tailor-made slimming services. We recommend the most suitable slimming treatments to our clients based upon our clients’ goals and physical conditions. Our slimming consultants and nutritionists are involved in the implementation process and closely monitor the progress of and follow up with each client throughout the whole slimming programme.