Xtep International Holdings Limited 特步國際控股有限公司
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CONTENTS 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 arisingThis Web from Proof or in Information reliance upon Pack the contains whole or the any following part of the information contents ofrelating this Web to Xtep Proof International Information HoldingsPack. Limited extracted from the Listing Committee Post Hearing proof of the draft listing document: Web Proof Information Pack of • Summary • Definitions • Forward-lookingXtep Statements International Holdings Limited • Risk Factors 特步國際控股有限公司 • Waiver from Compliance(Incorporated with in the the Listing Cayman Rules Islands with limited liability) • Directors WARNING •This WebCorporate Proof Information Information Pack is being published as required by The Stock Exchange of Hong Kong Limited/ the Securities and Futures Commission solely for the purpose of providing •informationIndustry to Overview the public in Hong Kong. This Web Proof Information Pack is in draft form. The information contained in it is incomplete and• isRegulations subject to change which can be material. This Web Proof Information Pack may not be updated until a prospectus registered with the Registrar of Companies in Hong Kong is issued by• XtepHistory International and Corporate Holdings Structure Limited (the “Company”), which will be posted on this website. By viewing this Web Proof Information Pack, you acknowledge, accept and agree with the Company,• Investment any of by its Carlyle sponsors, advisers or member of the underwriting syndicate that: (a) this Web Proof Information Pack is only for the purpose of facilitating equal dissemination • ofBusiness 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; • Relationship with Controlling Shareholders (b) the posting of the Web Proof Information Pack or supplemental, revised or replacement • Directors,pages on the Senior HKEx Management Website does and not Employees give rise to any obligation of the Company, any of its sponsor(s), advisers or member of the underwriting syndicate to proceed with an offering • in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceedShare Capital with the offering; •(c)Substantial the contents Shareholders 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 prospectus; (d)• theFinancial Web Proof Information Information Pack may be updated or revised by the Company from time to time; • (e) thisFuture Web Plans Proof Information Pack does not constitute a prospectus, notice, circular, brochure • or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitationAppendix I: to Accountants’ the public to Report 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; • Appendix III: Profit Forecast (f) this Web Proof Information Pack must not be regarded as an inducement to subscribe for • Appendixor purchase IV: any Property securities, Valuation and no such inducement is intended; (g) neither the Company nor any of its affiliates, underwriters or advisers is offering, or is • Appendixsoliciting V: offers Summary to buy, of any the Constitution securities in of any Our jurisdiction Company and through Cayman the Islands publication Company of Law this Web Proof Information Pack; (h)• theAppendix Company VI: Statutory has not and General will not Information register the securities referred to in this Web Proof Information Pack under the United States Securities Act of 1933, as amended, or any state securities laws of the United States; and YOU SHOULD READ THE SECTION HEADED “WARNING” ON THE COVER OF THIS WEB PROOF(i) as there INFORMATION are many legal PACK. 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. 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 prospectus 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. No offer or invitation to the public in Hong Kong will be made until after such registration with the Registrar of Companies in Hong Kong. THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. CONTENTS CONTENTS This Web Proof Information Pack contains the following information relating to Xtep International ThisHoldings Web Limited Proof Information extracted Packfrom contains the Listing the Committeefollowing information Post Hearing relating proof to of Xtep the International draft listing document:Holdings Limited extracted from the Listing Committee Post Hearing proof of the draft listing document: • Summary • Summary • Definitions • Definitions • Forward-looking Statements • Forward-looking Statements • • Risk Factors • Waiver from Compliance with the Listing Rules • Directors • Corporate Information • • Industry Overview • Regulations • Regulations • History and Corporate Structure • History and Corporate Structure • Investment by Carlyle • Investment by Carlyle • Business • Business • Relationship with Controlling Shareholders • Relationship with Controlling Shareholders • Directors, Senior Management and Employees • Directors, Senior Management and Employees • Share Capital • • SubstantialShare Capital Shareholders • FinancialSubstantial Information Shareholders • FutureFinancial Plans Information • FutureAppendix Plans I: Accountants’ Report • • Appendix I:III: Accountants’ Profit Forecast Report • • Appendix III:IV: PropertyProfit Forecast Valuation • Appendix V: Summary of the Constitution of Our Company and Cayman Islands Company Law • Appendix IV: Property Valuation • Appendix VI: Statutory and General Information • Appendix V: Summary of the Constitution of Our Company and Cayman Islands Company Law YOU• Appendix SHOULD VI: READ Statutory THE SECTION and General HEADED Information “WARNING” ON THE COVER OF THIS WEB PROOF INFORMATION PACK. YOU SHOULD READ THE SECTION HEADED “WARNING” ON THE COVER OF THIS WEB PROOF INFORMATION PACK. THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. SUMMARY CONTENTS OVERVIEW This Web Proof Information Pack contains the following information relating to Xtep International Holdings Limited extracted from the Listing Committee Post Hearing proof of the draft listing We are the leading domestic fashion sportswear enterprise in the PRC. Our Xtep brand is the App 1A-28(1)(a) document: 3rd Sch 1 largest domestic fashion sportswear brand in terms of revenue for 2007, and has a market share of approximately• Summary 3.4% in the total PRC sportswear market in 2007 according to Euromonitor International. The fashion sportswear market accounted for approximately 17% of the total sportswear • Definitions market in the PRC in 2007. Fashion sportswear is defined by Euromonitor International as a hybrid • of casualForward-looking sportswear, which Statements caters to sports needs and is suitable for casual wear, and fashion wear. •In particular,Risk Factors fashion sportswear places an emphasis on the combination of sports functions and fashion tastes and trends. We are primarily engaged in the design, development, manufacture and • Waiver from Compliance with the Listing Rules marketing of sportswear, including footwear, apparel and accessory products, sold under the Xtep brand• Directors and the Koling brand, which are owned by us, and the Disney Sport brand, which is licensed to us in the PRC pursuant to the Disney License Agreement entered into on 1 November 2006, as • Corporate Information amended on 1 January 2007. • Industry Overview • RegulationsOur business began in 1999 as an OEM enterprise which manufactured sports footwear products for various international brands. As we believe that branded sportswear products offer greater business • History and Corporate Structure potential and higher profit margins than OEM products, we began to rebuild our business model to develop• Investment our own by brands Carlyle starting with our Xtep brand in 2002. We are one of the first sportswear •enterprisesBusiness in the PRC to position our own branded sportswear products with a fashion and trendy focus in addition to functionality and utility, because we believe the market for fashion sportswear • Relationship with Controlling Shareholders products has greater potential and such positioning differentiates us from major competitors. Since we launched• Directors, our Xtep Senior brand Management in 2002, it and has Employees grown to become the