E 8222Pro-20020704.Pdf
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IMPORTANT If you are in any doubt about this prospectus, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser. A1 * PLACING AND PUBLIC OFFER Number of Offer Shares : 1,307,000,000 Shares (subject to under the Share Offer Over-allotment Option adjustment) Number of Placing Shares : 1,176,300,000 (subject to Over-allotment A15(1)(3) Option adjustment) (a) Number of Public Offer Shares : 130,700,000 (subject to reallocation) Offer Price : not more than HK$2.00 per Share A15(3)(c) payable in full on application Nominal Value : HK$0.10 each Sch3.I.9 Stock Code : 8222 A15(3)(c) LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED Global Co-ordinator, Sponsor and Lead Manager Co-Lead Managers BNP Paribas Peregrine BOCI Asia Limited CLSA / CIBC World Markets ICEA Capital Limited The Hongkong and Shanghai Banking Corporation Limited Co-Managers CEF Capital Limited China Everbright Capital Limited Core Pacific-Yamaichi International (H.K.) Limited FB Gemini Securities Ltd ING Bank N.V. SG Securities (HK) Ltd. South Capital Brokerage Limited Sun Hung Kai International Limited Worldsec International Limited The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this 14.04 prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever S.342C(2)(a) 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 paragraph headed “Documents delivered to the Registrar of S.342C(1) Companies” in Appendix V, has been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies S.342C(2)(b) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any of the other documents referred to above. The Offer Price is expected to be fixed by agreement between Salomon Smith Barney, on behalf of the Underwriters, and the Company on the IPO Pricing Date, which is expected to be on or around Thursday, 11 July 2002. The Offer Price will not be more than HK$2.00 per Offer Share and is expected to be not less than HK$1.80 per Offer Share. Salomon Smith Barney, on behalf of the Underwriters, may, with the consent of the Company, reduce 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 Public Offer. In such a case, the Company will, as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the latest day for lodging applications under the Public Offer, cause to be published on the GEM Web-site and in the South China Morning Post in English and the Hong Kong Economic Times in Chinese notice of the reduction of the Offer Price range. If, for any reason, the Offer Price is not agreed between the Company and Salomon Smith Barney, on behalf of the Underwriters, the Share Offer will not proceed. Applicants should note that in no circumstances (save for those provided under section 40 of the Companies Ordinance) can applications be withdrawn once submitted, even if the Offer Price range is so reduced. Prospective investors should note that the Share Offer will not proceed if Salomon Smith Barney, on behalf of the Underwriters, terminates the Underwriters’ obligations under the Placing and Underwriting Agreement by notice in writing to the Company, in accordance with its terms and conditions, at any time prior to 8:00 p.m. on Monday, 15 July 2002 upon the occurrence of any of the events set forth in the paragraph headed “Grounds for termination” in the section headed “Underwriting”. * For identification only 4 July 2002 GROWTH ENTERPRISE MARKET CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK 14.05 EXCHANGE OF HONG KONG LIMITED GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the Internet web- site operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM Web-site in order to obtain up-to-date information on GEM-listed issuers. i EXPECTED TIMETABLE 2002 Sch3,I.8 (1) Application lists open ....................................11:45a.m.onTuesday,9July A15(3)(f) Latest time to: • lodge WHITE, BLUE and YELLOW application forms and payment .......................12:00noon on Tuesday, 9 July • give instructions to an ESP and effect payment .............12:00noon on Tuesday, 9 July • give electronic application instructions to HKSCC ...........12:00noon on Tuesday, 9 July Latest time for ESPs to submit Preliminary ESP Application(2) .........1:00p.m.onTuesday,9July Latest time for ESPs to submit Final ESP Application(2) ..............3:00p.m.onTuesday,9July Application lists close .....................................12:00noon on Tuesday, 9 July IPO Pricing Date(3) .......................................onoraround Thursday, 11 July Announcement of Offer Price, the general level of indication of interests in the Placing, results of applications and basis of allotment of Shares under the Public Offer to be published on the GEM Web-site at www.hkgem.com, and in the A15(3)(k) South China Morning Post in English and the Hong Kong Economic Times in Chinese on ...........................Monday, 15 July Despatch of refund cheques in respect of wholly or partially unsuccessful applications on(4) (5) .......................Monday, 15 July Despatch of share certificates on(4) ......................................Monday, 15 July Dealings in the Shares on GEM to commence on ............................Tuesday,16July A22 All times refer to Hong Kong local time, except as otherwise stated. For details of the Share Offer, including conditions, see “Structure of the Share Offer”. Notes: (1) 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 Tuesday, 9 July 2002, the application lists will not open on that day. Further information is set out under “How to Apply for Public Offer Shares and Reserved Shares — Effect of Bad Weather on the Opening of the Application Lists”. (2) Submission of the Preliminary ESP Application is required only if the Final ESP Application is to be submitted after 1:00 p.m. Further information is set out under “How to Apply for Public Offer Shares and Reserved Shares — How to Apply by Using an ESP”. (3) The IPO Pricing Date is expected to be on or around Thursday, 11 July 2002. If, for any reason, the Offer Price is not agreed between the Company and Salomon Smith Barney (on behalf of the Underwriters), the Share Offer will not proceed. (4) Applicants who are applying for Shares using a WHITE or a BLUE application form or using an ESP as their agent for A15(3)(g) 1,000,000 Public Offer Shares or more and who have indicated in their relevant application forms or the applications submitted by their ESPs that they wish to collect (where relevant) refund cheques and share certificates personally from the Company’s share registrar may collect (where relevant) refund cheques and share certificates personally from the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong from 9:00 a.m. to 1:00 p.m. on Monday, 15 July 2002. Applicants who are individuals who opt for personal collection must not authorise any other person to make their collection on their behalf. Applicants being corporations who opt for personal collection must attend by their authorised representatives bearing letters of authorisation from their corporations stamped with the corporations’ chop. Both individuals and authorised representatives (if applicable) must produce at the time of collection evidence of identity acceptable to Computershare Hong Kong Investor Services Limited. Share certificates and refund cheques not collected before 1:00 p.m. on Monday, 15 July 2002 will be despatched by ordinary post at the applicants’ own risk to the addresses specified in the relevant application forms. Further information is set out under “How to Apply for Public Offer Shares and Reserved Shares” and “Terms and Conditions of the Public Offer”. ii EXPECTED TIMETABLE (5) Applicants who wish to have their allotted shares issued in the name of HKSCC Nominees for deposit into CCASS and who are applying for Shares using a YELLOW application form or using an ESP as their agent for 1,000,000 Public Offer Shares or more and have indicated in their relevant application forms or the application forms submitted by their ESPs that they wish to collect refund cheques, if any, in person, the procedures set out under Note (4) above will apply.