中鋁國際工程股份有限公司 China Aluminum International
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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 中鋁國際工程股份有限公司 China Aluminum International Engineering Corporation Limited (A joint stock limited company incorporated in the People’s Republic of China with limited liability) WARNING The Web Proof Information Pack is being published as required by The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission solely for the purpose of providing information to the public in Hong Kong. This Web Proof Information Pack is in draft form. 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 China Aluminum International Engineering Corporation Limited (the “Company”), any of its affiliates, sponsors and advisers and members of the underwriting syndicate that: (a) this Web Proof Information Pack is only for the purpose of providing information and 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 this Web Proof Information Pack or any 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, its sponsors, advisers or members of the underwriting syndicate to proceed with any offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with any offering; (c) the contents of this Web Proof Information Pack or any supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual prospectus; (d) this Web Proof Information Pack is in draft form and may be changed, updated or revised by the Company from time to time and the changes, updates and/or revisions could be material, but none of the Company, its affiliates, its sponsors, advisors 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 prospectus, notice, circular, brochure, advertisement or other document 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 or solicit 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) none of the Company, its affiliates, its sponsors, advisers or members of the underwriting syndicate is offering, or its 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 nor anything contained herein shall form the basis of or be relied on in connection with any contract or commitment whatsoever; (i) none of the Company, its affiliates, its sponsors, 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, its affiliates, its sponsors, advisers and members of the underwriting syndicate expressly disclaims any and all liabilities 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 (“U.S. Securities Act”) or any state securities laws of the United States, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or any state securities laws of the United Sates. The securities referred to in this Web Proof Information Pack have not been and will not be registered under the U.S. Securities Act, or any state securities laws of the United States. The Company will not offer any securities in 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 IN THE UNITED STATES 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 THE INFORMATION CONTAINED HEREIN CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTIONS WHERE SUCH AN OFFER OR SALE IS NOT PERMITTED. THIS WEB PROOF INFORMATION PACK IS NOT BEING MADE AND MAY NOT BE DISTRIBUTED OR SENT TO CANADA OR JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION OR DELIVERY IS NOT PERMITTED. No offer or invitation will be made to the public in Hong Kong until after a prospectus of the Company has been registered with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). 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 the 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 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 the Web Proof Information Pack. CONTENTS This Web Proof Information Pack contains the following information relating to the Company extracted from the draft document. Contents Summary Definitions Glossary of Technical Terms Forward-looking Statements Risk Factors Directors, Supervisors and Parties Involved Corporate Information Industry Overview Laws and Regulations Applicable to the Industry History, Reorganization and Corporate Structure Business Iran Contracts Relationship with Chinalco Connected Transactions Directors, Supervisors and Senior Management Share Capital Substantial Shareholders Financial Information Future Plans Appendix I Accountant’s Report Appendix III Summary of Principal PRC and Hong Kong Legal and Regulatory Provisions Appendix IV Summary of the Articles of Association Appendix V Statutory and General Information 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 the Web Proof Information Pack. SUMMARY This summary aims to give you an overview of the information contained in this document. As this is a summary, it does not contain all the information that may be important to you and is qualified in its entirety by, and should be read in conjunction with, the full text of this document. OVERVIEW We are a leading technology, engineering service and equipment provider in the nonferrous metals industry in China, capable of providing full business-chain integrated engineering solutions throughout various stages of the nonferrous metals industry chain. During the Track Record Period, our businesses included engineering design and consultancy, engineering and construction contracting and equipment manufacturing. Leveraging our advanced technology, we maintain engineering design and consultancy as our key business, which drives the development of our engineering and construction contracting, as well as our equipment manufacturing business. Our engineering and construction contracting model is centered around our core competency in engineering design and consultancy and highlights the crucial role of engineering design in quality control, expense control and progress control during the course of an engineering and construction contracting project. In addition, we secure equipment sales contracts by way of packaging them with engineering design and consultancy and EPC and EP contracts. We have also expanded our business to include providing engineering services in other sectors such as metallurgy, transportation, power, oil, petrochemicals, construction materials, environmental protection, municipal and public utility construction and new materials, and our business has grown rapidly in overseas nonferrous metals markets in recent years. During the Track Record Period, there was no change in our business focus and we have no plan to change our business focus in the near future. We regard technological innovation as our core competency, and have developed a series of proprietary technologies relating to mining, ore-dressing, smelting and metal material processing.