IMPORTANT IMPORTANT: If you are in any doubt about this prospectus, you should obtain independent professional advice. Hongguo International Holdings Limited * (incorporated in Bermuda with limited liability) GLOBAL OFFERING Number of Offer Shares : 500,000,000 Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 50,000,000 New Shares (subject to adjustment) Number of International Offer Shares : 450,000,000 Shares comprising 250,000,000 New Shares and 200,000,000 Sale Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$3.24 per Offer Share (plus brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%, payable in full on application subject to refund on final pricing) Nominal Value : US$0.015 per Share Stock Code : 1028 Joint Sponsors, Joint Global Coordinators and Joint Bookrunners (in alphabetical order) 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 and Available for Inspection” 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. A copy of this prospectus has been filed or will, as soon as reasonably practicable, be filed with the Registrar of Companies in Bermuda. In accepting the prospectus for filing and in granting such consent, the Registrar of Companies in Bermuda and the Bermuda Monetary Authority accept no responsibility for the financial soundness of our Group or any proposal or for the correctness of any of the statements made or opinions expressed herein or any of the other documents referred to in this prospectus. The Offer Price is expected to be fixed by agreement among the Joint Global Coordinators (on behalf of the Underwriters), the Selling Shareholder and us on the Price Determination Date. The Price Determination Date is expected to be on or about Saturday, September 17, 2011 and, in any event, not later than Wednesday, September 21, 2011. The Offer Price will be not more than HK$3.24 and is currently expected to be not less than HK$2.30. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$3.24 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$3.24. 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) and on the website of the Company (www.hongguo.com) and the website of the Stock Exchange (www.hkexnews.hk) as soon as practicable following the decision to make such reduction, and in any event 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—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 United States, or for the account or benefit of U.S. persons, except that Offer Shares may be offered, sold or delivered to (i) 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 another exemption from the registration requirements of the U.S. Securities Act, or (ii) outside the United States in accordance with Regulation S. September 12, 2011 * For identification purpose only EXPECTED TIMETABLE(1) Latest time to complete electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk(2) .................................... 11:30 a.m. on Friday, September 16, 2011 Application lists open(3) ................................... 11:45a.m. on Friday, September 16, 2011 Latest time to lodge white and yellow Application Forms ........ 12:00 noon on Friday, September 16, 2011 Latest time to give electronic application instructions to HKSCC(4) ............................................ 12:00 noon on Friday, September 16, 2011 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) of PPS payment transfer(s) ............................................ 12:00 noon on Friday, September 16, 2011 Application lists close(3) ................................... 12:00 noon on Friday, September 16, 2011 Expected Price Determination Date .......................... Saturday, September 17, 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 South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and available at the website of the Company at www.hongguo.com and the Stock Exchange’s website at www.hkexnews.hk on or before ........ Thursday, September 22, 2011 Results of allocations of the Hong Kong Public Offering (including successful applicants’ identification document numbers and Hong Kong business registration 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, September 22, 2011 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk, with a “search by ID” function from ......................................... Thursday, September 22, 2011 Dispatch of share certificates or deposit of certificates to CCASS and/or if applicable, refund cheques or White Form eIPO e- Refund Payment instructions on or before(5)(6) ................ Thursday, September 22, 2011 Dealings in Shares on the Stock Exchange expected to commence on .................................................. Friday, September 23, 2011 (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) You will not be permitted to submit your application to the White Form eIPO Service Provider 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. (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 Friday, September 16, 2011, the application lists will not open and close on that day. Further information is set out in the sections entitled “How to Apply for Hong Kong Offer Shares—When May Applications Be Made—Effect of Bad Weather on the Opening of the Application Lists” in this prospectus. If the application lists do not open and close on Friday, September 16, 2011, the dates mentioned in this section may be affected. A press announcement will be made by us in such an event. i EXPECTED TIMETABLE (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—How to Apply By Giving Electronic Application Instructions to HKSCC” in this prospectus. (5) share certificates are expected to be issued on Thursday, September 22, 2011 but will only become valid certificates of title provided that the Hong Kong Public Offering has become unconditional in all respects and the right of termination described in the section entitled “Underwriting—Underwriting Arrangements—Grounds for Termination” has not been exercised, which is scheduled to be at 8:00 a.m. on Friday, September 23, 2011. (6) 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.