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Milan Station Holdings Limited 米蘭站控股有限公司

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Milan Station Holdings Limited 米蘭站控股有限公司 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 MILAN STATION HOLDINGS LIMITED A1A-1 A1A-5 米蘭站控股有限公司 (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 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 Milan Station Holdings Limited (the ‘‘Company’’), any of its affiliates, sponsors, advisers and/or members of the underwriting syndicates 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 any supplemental, revised or replacement pages thereof on the website of HKEx does not give rise to any obligation of the Company, any of its affiliates, sponsors, advisers and/or members of the underwriting syndicates to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the offering; (c) the contents of the Web Proof Information Pack or any supplemental, revised or replacement pages thereof 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 neither the Company nor any of its affiliates, sponsors, advisors or members of the underwriting syndicates 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 as defined in the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (the “Companies Ordinance”) or a prospectus, notice, circular, brochure or advertisement or document offering to sell any securities to the public in any jurisdiction, nor is it an invitation or solicitation to the public to make offers to acquire, subscribe for or purchase any securities, nor is it calculated to invite or solicit offers by the public to acquire, 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, sponsors, advisers or members of the underwriting syndicates is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this Web Proof Information Pack; (h) neither the 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) neither the Company nor any of its affiliates, sponsors, advisers or members of the underwriting syndicates makes any express or implied representation or warranty as to the accuracy or completeness of the information contained in the Web Proof Information Pack; (j) each of the Company and its affiliates, sponsors, advisers and members of the underwriting syndicates expressly disclaims any and all liability on the basis of any information contained in or omitted from, or any inaccuracies or errors in, the 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 laws of the United States, or an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws of the United States. The securities referred to in this Web Proof Information Pack have not been registered under the U.S. Securities Act or any state securities laws of the United States. The Company does not intend to register the securities under the U.S. Securities Act or any state securities laws of the United States or conduct a public offering 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 of 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, SOLD OR DELIVERED 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 OR FORM A PART OF AN OFFER TO SELL OR A 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 INTO ANY JURISDICTION WHERE SUCH DISTRIBUTION OR DELIVERY IS NOT PERMITTED. No offer or invitation to the public in Hong Kong will be made until and unless a prospectus of the Company is 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 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 is made on the basis of this Web Proof Information Pack. THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained herein 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 THIS WEB PROOF INFORMATION PACK contains the following information in relation to Milan Station Holdings Limited extracted from an amended version of the draft document: Warning Contents Summary Definitions Glossary of Technical Terms Risk Factors Directors Corporate Information Industry Overview Regulations History and Development, Reorganization and Group Structure Business Directors, Senior Management and Employees Relationship with Controlling Shareholders Connected Transactions Financial Information Future Plans Appendix I - Accountants’ Report Appendix III - Property Valuation Appendix IV - Summary of Constitution of the Company and Cayman Islands Companies Law 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 herein 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 OVERVIEW A1A-28(1)(a) The Group is principally engaged in the retail of unused and second-hand luxury branded 3rd Sch(1) LR11.07 handbags and apparel products in Hong Kong, the PRC and Macau by operating a total of 14 retail 2nd verbal shops under the brand names of “Milan Station” and “France Station”. According to the Synovate queries Q98 queries Q106 Report, in respect of the total sale of the overall market for new, unused and second-hand luxury 9th verbal queries branded handbags by all retailers including boutiques or retail shops of international fashion houses Q.25 9th verbal and independent retailers in Hong Kong, the PRC and Macau for each of the two years ended 31 queries Q24 & Q25 December 2008 and 2009, the Group accounted for (i) 6.5% and 6.3% of the total sales in Hong Kong; 10th verbal queries Q1 (ii) 0.04% and 0.3% of the total sales in the PRC; and (iii) 4.7% and 5.5% of the total sales in Macau respectively. The Group is a market leader and accounted for over 50% of market share of the total sales of luxury branded handbags amongst approximately 174 luxury branded handbags independent retailers in Hong Kong and ranked number one in terms of both sales value and sales volume amongst luxury branded handbag independent retailers in Hong Kong in 2009 according to the Synovate Report. In respect of the market share of the total sales of luxury branded handbags by independent retailers in the PRC and Macau in 2009, the Group accounted for about 5.7% and 77.7% of the total sales in the PRC and Macau respectively (Note).
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