DEFINITIONS
In this prospectus, unless the context otherwise requires, the following terms shall have the meanings set forth below.
“Application Form(s)” WHITE, YELLOW and GREEN application form(s) or, where the context so requires, any of them
“Articles of Association” the articles of association of our Company, adopted on May 14, 2008 (as amended or supplemented from time to time)
“Artstar Investments” Artstar Investments Limited ( *), a limited liability company which was incorporated on December 2, 2005 in the BVI and is 65% owned by CCRE Holdings, 20% owned by Mass Million International Limited ( ), an Independent Third Party, and 15% owned by Superb East Investments Limited ( ), whose sole shareholder is the manager of Luoyang Zhongya and one of the directors of Artstar Investments
“Asiaworld Development” Asiaworld Development (H.K.) Limited ( ), an Independent Third Party
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” the audit committee of the Board
“Board” the board of Directors
“BOCI” BOCI Asia Limited
“building ownership certificate” an official document certifying ownership of a real property in the PRC
“Business Day” a day (other than a Saturday or a Sunday) on which banks in Hong Kong are open for normal banking business
“BVI” the British Virgin Islands
“CAGR” compound annual growth rate
“CapitaLand” CapitaLand Limited, a limited liability company which was incorporated on January 5, 1989 in Singapore and is the
19 DEFINITIONS
ultimate holding company of CapitaLand (Cayman), and listed on the Singapore Exchange Securities Trading Limited
“CapitaLand (Cayman)” CapitaLand LF (Cayman) Holdings Co., Ltd., a limited liability company which was incorporated on April 18, 2006 in the Cayman Islands and is a Shareholder and a direct wholly owned subsidiary of CapitaLand China
“CapitaLand China” CapitaLand China Holdings Pte Ltd ( *), a private limited company which was incorporated on April 22, 1993 in Singapore and is a direct wholly owned subsidiary of CapitaLand Residential
“CapitaLand Residential” CapitaLand Residential Limited, a company which was incorporated on October 27, 2000 in Singapore as a public company limited by shares and is a direct wholly owned subsidiary of CapitaLand
“CBRC” China Banking Regulatory Commission ( )
“CCASS” the Central Clearing and Settlement System established and operated by HKSCC
“CCASS Clearing Participant” a person admitted to participate in CCASS as a direct clearing participant or general clearing participant
“CCASS Custodian Participant” a person admitted to participate in CCASS as a custodian participant
“CCASS Investor Participant” a person admitted to participate in CCASS as an investor participant who may be an individual, a joint individual or a corporation
“CCASS Participant” a CCASS Clearing Participant, CCASS Custodian Participant or CCASS Investor Participant
“CCRE Anyang” Anyang Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on November 18, 2003 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Changjian” Luohe Central China Changjian Real Estate Company Limited* ( ), a limited liability
20 DEFINITIONS
company which was incorporated on September 25, 2007 in the PRC and is 51% owned by CCRE Luohe and 49% owned by Luohe Changjian Real Estate Company Limited* ( ), an Independent Third Party
“CCRE China” Central China Real Estate Group (China) Company Limited* ( ), formerly known as Henan Construction Real Estate Co., Ltd.* ( ), Henan Construction (Group) Co., Ltd.* ( ) and Construction Housing Group (China) Co., Ltd.* ( ), a wholly foreign-owned enterprise with limited liability which was incorporated on May 22, 1992 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Commercial Properties” Henan Central China Commercial Real Estate Management Company Limited* ( ), formerly known as Henan Jianye Commercial Properties Investment Corporation* ( ) and Henan Jianye Commercial Properties Investments Company Limited* ( ), a limited liability company which was incorporated on December 31, 2003 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Dahong” Kaifeng Central China Dahong Real Estate Company Limited* ( ), a limited liability company which was incorporated on October 8, 2006 in the PRC and is 60% owned by CCRE China and 40% owned by Kaifeng Dahong Real Estate Development Company Limited* ( ), which is a minority shareholder of CCRE Forest Peninsula, one of our subsidiaries
“CCRE Development” Central China Properties Development Limited ( ), a limited liability company which was incorporated on May 2, 2006 in Hong Kong and an indirect wholly owned subsidiary of our Company
“CCRE Forest Peninsula” Kaifeng Central China Forest Peninsula Real Estate Company Limited* ( ), formerly known as Kaifeng Forest Peninsula Real Estate Company Limited* ( ), a limited liability company which was incorporated on January 18, 2008 in the PRC and is 60% owned by CCRE China and 40% owned by Kaifeng Dahong Real Estate Development Company Limited*
21 DEFINITIONS
( ), which is a minority shareholder of CCRE Dahong, one of our subsidiaries
“CCRE Golden Dragon” Xinxiang Golden Dragon Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on June 6, 2007 in the PRC and is 60% owned by CCRE China and 40% owned by Xinxiang Zhongsheng Industrial Company Limited* ( ), an Independent Third Party
“CCRE Heating” Henan Central China Heating Supply Company Limited* ( ), a limited liability company which was incorporated on June 22, 2000 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Henan” Henan Central China Real Estate Company Limited* ( ), formerly known as Henan Construction Project Company Limited* ( ), a limited liability company which was incorporated on January 21, 1999 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Holdings” Central China Real Estate Holdings Limited ( ), a limited liability company which was incorporated on June 20, 2006 in the BVI and is an indirect wholly owned subsidiary of our Company
“CCRE Hotel Management” Zhengzhou Central China Hotel Management Company Limited* ( ), a limited liability company which was incorporated on January 18, 2008 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Investments” Central China Real Estate Investments Limited ( ), a limited liability company which was incorporated on September 28, 2007 in Hong Kong and is an indirect wholly owned subsidiary of our Company
“CCRE Jiaozuo” Jiaozuo Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on December 26, 2005 in the PRC and is an indirect wholly owned subsidiary of our Company
““CCRE Jiyuan” Jiyuan Central China Real Estate Company Limited* ( ), a limited liability company which
22 DEFINITIONS
was incorporated on August 24, 2004 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Kaifeng” Kaifeng Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on August 10, 2007 in the PRC and is 50% owned by CCRE China and 50% owned by CCRE Dahong
“CCRE Luohe” Luohe Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on November 15, 2005 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Luoyang” Central China Real Estate (Luoyang) Company Limited* ( ), a limited liability company which was incorporated on July 20, 2004 in the PRC and is 25.44% owned by CCRE China and 74.56% owned by Zhongyuan Trust pursuant to a trust arrangement
“CCRE Nanyang” Nanyang Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on July 22, 2002 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE New Town” Zhengzhou United New Town Real Estate Company Limited* ( ), a limited liability company which was incorporated on December 3, 2003 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Pingdingshan” Pingdingshan Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on March 3, 2005 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Puyang” Puyang Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on September 13, 2001 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Sanmenxia” Sanmenxia Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on May 15, 2003 in the PRC and is an indirect wholly owned subsidiary of our Company
23 DEFINITIONS
“CCRE Service” Construction Premier Service Limited ( ), a limited liability company which was incorporated on January 3, 2006 in Hong Kong and is an indirect wholly owned subsidiary of our Company
“CCRE Shangqiu” Shangqiu Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on July 23, 2002 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE St. Andrews” Henan Central China St. Andrews Real Estate Company Limited* ( ), a limited liability company which was incorporated on December 19, 2006 in the PRC and is 60% owned by CCRE China and 40% owned by Fan Rong ( ), an Independent Third Party
“CCRE Sun Town” Henan Central China Sun Town Real Estate Company Limited* ( ), formerly known as Henan Oriental Red Sun Town Real Estate Company Limited* ( ), a limited liability company which was incorporated on August 21, 2006 in the PRC and is 96.68% owned by CCRE China and 3.32% owned by Oriental Red Properties (Luoyang) Company Limited* ( ), an Independent Third Party
“CCRE Xinxiang” Xinxiang Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on October 23, 2001 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Xinyang” Xinyang Central China Tianming Real Estate Company Limited* ( ), a limited liability company which was incorporated on August 10, 2006 in the PRC and is 50% owned by CCRE Henan and 50% owned by Henan Tianming Properties Development Company Limited* ( ), an Independent Third Party
“CCRE Xuchang” Xuchang Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on November 28, 2003 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Yuzhou” Yuzhou Central China Xintiandi Real Estate Company Limited* ( ), a limited liability
24 DEFINITIONS
company which was incorporated on March 7, 2008 in the PRC and is 75% owned by CCRE China and 25% owned by Yuzhou Shenhou Town Travel Development Company Limited* ( ), an Independent Third Party
“CCRE Zhongyuan” Henan Zhongyuan Central China Real Estate Development Company Limited* ( ), a limited liability company which was incorporated on December 26, 1992 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Zhoukou” Henan Central China Forest Peninsula Real Estate Company Limited* ( ), a limited liability company which was incorporated on March 26, 2008 in the PRC and is an indirect wholly owned subsidiary of our Company
“CCRE Zhumadian” Zhumadian Central China Real Estate Company Limited* ( ), a limited liability company which was incorporated on July 25, 2002 in the PRC and is 51.99% owned by CCRE China and 48.01% owned by Zhongyuan Trust pursuant to a trust arrangement
“China” or “PRC” the People’s Republic of China. Except where the context requires, references in this prospectus to China or the PRC do not include Hong Kong, Macau or Taiwan
“commodity properties” residential properties, commercial properties and other buildings that are developed by property developers for the purposes of sale or lease
“Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (as amended, supplemented or otherwise modified from time to time)
“Companies Ordinance” the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (as amended, supplemented or otherwise modified from time to time)
“Company” Central China Real Estate Limited ( *), formerly known as Central China Real Estate Ltd, an exempted company incorporated on November 15, 2007 in the Cayman Islands under the Companies Law with limited liability. The
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expressions “we”, “us” and “our Company” may be used to refer to our Company or our Group as the context may require
“connected person” has the meaning ascribed to it under the Listing Rules
“Construction Housing” Construction Housing Group Company Limited ( ), formerly known as Construction Development (H.K.) Company Limited ( ), a limited liability company which was incorporated on December 20, 1994 in Hong Kong and is wholly owned by Jianye Holdings
“Controlling Shareholder(s)” Joy Bright and Mr Wu
“Country Star” Country Star Holdings Limited ( ), a limited liability company which was incorporated on October 23, 2007 in Hong Kong and is wholly owned by Asiaworld Development, which is an Independent Third Party. Pursuant to transfer agreements between Asiaworld Development and us, Asiaworld Development has conditionally agreed to transfer Country Star to us
“CPPCC” Chinese People’s Political Consultative Conference ( )
“CSRC” China Securities Regulatory Commission ( )
“Director(s)” one or all of the director(s) of our Company
“EIT” PRC enterprise income tax
“GDP” gross domestic product
“GFA” gross floor area
“Global Offering” the Hong Kong Public Offering and the International Offering
“GREEN application form(s)” the application form(s) to be completed by the White Form eIPO Service Provider designated by our Company
“Group” or “our Group” our Company and our subsidiaries, or where the context so requires, in respect of the period before our Company became
26 DEFINITIONS
the holding company of our present subsidiaries, such subsidiaries as if they were the subsidiaries of our Company at the time
“HKFRS” Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants
“HKSCC” Hong Kong Securities Clearing Company Limited
“HKSCC Nominees” HKSCC Nominees Limited, a wholly owned subsidiary of HKSCC
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Branch Share Registrar” Computershare Hong Kong Investor Services Limited
“Hong Kong dollars” or “HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong Public Offering” the offering of initially 50,000,000 Shares for subscription by the public in Hong Kong (subject to adjustment as described in the section headed “Structure of the Global Offering” in this prospectus) for cash at the Offer Price and on the terms and subject to the conditions described in this prospectus and the Application Forms
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering listed in the section headed “Underwriting — Hong Kong Underwriters” in this prospectus
“Hong Kong Underwriting the underwriting agreement dated May 23, 2008 relating to the Agreement” Hong Kong Public Offering entered into between our Company, Mr Wu, Joy Bright, the Global Coordinator and the Hong Kong Underwriters
“Independent Third Party(ies)” a person(s) or company(ies) who or which is or are independent of, and not connected with, any directors, chief executives, substantial shareholders of our Company or any of our subsidiaries or any of their respective associates
“International Offering” the offering of an aggregate of 450,000,000 Shares (subject to adjustment as described in the section headed “Structure of the Global Offering” in this prospectus and the Over-allotment
27 DEFINITIONS
Option), offered for sale outside the United States (including such offering to professional investors in Hong Kong) in offshore transactions in accordance with Regulation S, and in the United States to QIBs in reliance on Rule 144A or another available exemption from registration under the Securities Act
“International Offer Shares” the Shares offered pursuant to the International Offering
“International Placing Agreement” the underwriting agreement relating to the International Offering which is expected to be entered into between our Company, Joy Bright, Mr Wu, the Global Coordinator and the International Underwriters on or around May 30, 2008
“International Underwriters” the underwriters of the International Offering
“Issue Mandate” the general unconditional mandate given to our Directors relating to the issue of new Shares, further details of which are contained in the section headed “Statutory and General Information — Further Information about our Company and our Subsidiaries — Written resolutions of all the Shareholders passed on May 14, 2008” in Appendix VII to this prospectus
“Jianye Education” Henan Jianye Education Industry Company Limited* ( ), a limited liability company incorporated on June 22, 2000 in the PRC and principally operates a high-quality educational network (including a primary school, a high school and several kindergartens) in Henan Province, and focuses on providing ancillary services relating to education for residential projects developed by us; Jianye Education is an Independent Third Party
“Jianye Entertainment” Henan Jianye Entertainment Company Limited* ( ), a limited liability company which was incorporated on June 22, 2000 in the PRC and is a wholly owned subsidiary of Jianye Property Management and principally engages in the provision of ancillary catering and entertainment services to the residents in residential areas; Jianye Entertainment is an Independent Third Party
“Jianye Holdings” Jianye Holdings Limited ( *), a limited liability company which was incorporated on January 12, 2005 in the BVI and is wholly owned by Mr Wu as an investment holding company; the directors of Jianye Holdings are Mr Wu, Mr Wang, our executive Directors and Ms Wallis Wu, our non- executive Director and the daughter of Mr Wu
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“Jianye Property Management” Henan Jianye Property Management Company Limited* ( ), a limited liability company which was incorporated on January 12, 1999 in the PRC and is a property management company with a first grade qualification certificate and principally engages in providing property management services; Jianye Property Management is an Independent Third Party
“Joint Lead Managers” Morgan Stanley and BOCI
“Joy Ascend” Joy Ascend Holdings Limited ( ), a limited liability company which was incorporated on July 18, 2006 in the BVI and is a wholly owned subsidiary of our Company
“Joy Bright” Joy Bright Investments Limited ( ), the Controlling Shareholder of our Company which was a limited liability company incorporated on May 11, 2006 in the BVI and is wholly owned by Mr Wu
“land use rights” or “State-owned the rights of a party to use a parcel of land owned by the State land use rights”
“land use rights certificate” a certification of the right of a party to use a parcel of land in the PRC
“LAT” Land Appreciation Tax ( ) as defined in the Provisional Regulations of the PRC on Land Appreciation Tax ( ) and the Detailed Implementation Rules on the Provisional Regulations of the PRC on Land Appreciation Tax ( ) as described in Appendix VI to this prospectus
“Latest Practicable Date” May 19, 2008, being the latest practicable date for ascertaining certain information in this prospectus prior to its publication
“Listing” the listing of our Shares on the Main Board
“Listing Committee” the Listing Committee of the Stock Exchange
“Listing Date” the date, expected to be on or about June 6, 2008, on which dealings in our Shares first commence on the Main Board
29 DEFINITIONS
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)
“Luoyang Zhongya” Luoyang Zhongya Real Estate Development Company Limited* ( ), a limited liability company which was incorporated on July 6, 1992 in the PRC and is wholly owned by Country Star, an Independent Third Party
“Macau” the Macau Special Administrative Region of the PRC
“Main Board” the stock market operated by the Stock Exchange prior to the establishment of the Growth Enterprise Market of the Stock Exchange (excluding the options market) and which continues to be operated by the Stock Exchange in parallel with the Growth Enterprise Market of the Stock Exchange
“Memorandum” or “Memorandum the memorandum of association of our Company, adopted on of Association” March 8, 2008 and as amended from time to time
“Ministry of Construction” the Ministry of Housing and Urban-Rural Development of the PRC ( ) or its predecessor, the Ministry of Construction of the PRC ( )
“Ministry of Finance” the Ministry of Finance of the PRC ( )
“MLR” the Ministry of Land and Resources of the PRC ( )
“MOFCOM” the Ministry of Commerce of the PRC ( ) or its predecessor, the Ministry of Foreign Trade and Economic Cooperation of the PRC ( )
“Morgan Stanley” or “Global Morgan Stanley Asia Limited, licensed to conduct Type 1 Coordinator” or “Sponsor” (dealing in securities), Type 4 (advising on securities), Type 5 (advising on futures contracts), Type 6 (advising on corporate finance), Type 7 (providing automated trading services) and Type 9 (asset management) regulated activities under the SFO, acting as the sole global coordinator and bookrunner and one of the Joint Lead Managers of the Global Offering and the sole sponsor to the Listing
“Mr Wang” Mr Wang Tianye ( ), our chief executive officer and an executive Director
30 DEFINITIONS
“Mr Wu” Mr Wu Po Sum ( ), a founder of our Group, our chairman and an executive Director
“NDRC” the National Development and Reform Commission of the PRC ( )
“NPC” the National People’s Congress of the PRC ( )
“Offer Price” the final price per Offer Share in Hong Kong dollars (exclusive of the brokerage fee, SFC transaction levy and Stock Exchange trading fee) at which the Offer Shares are to be subscribed, to be determined in the manner further described in the section headed “Structure of the Global Offering — Pricing and Allocation” in this prospectus
“Offer Shares” the Public Offer Shares and the International Offer Shares together, where relevant, with any additional Shares issued pursuant to the exercise of the Over-allotment Option
“Option Schemes” the Pre-IPO Share Option Scheme and the Share Option Scheme
“Over-allotment Option” the option to be granted by us to the International Underwriters exercisable by the Global Coordinator, on behalf of the International Underwriters, pursuant to the International Placing Agreement, pursuant to which our Company may be required to allot and issue up to 75,000,000 additional new Shares, representing 15% of the Shares initially available under the Global Offering, at the Offer Price to, among other things, cover over-allocations in the International Offering (if any) as further described in the section headed “Structure of the Global Offering — Over-allotment Option” in this prospectus
“PBOC” the People’s Bank of China ( ), the central bank of the PRC
“People’s Congress” the legislative apparatus of the PRC, including the NPC and all the local people’s congresses (including provincial, municipal and other regional or local people’s congresses) as the context may require, or any of them ( )
“PRC Company Law” the Company Law of the PRC ( ), as amended and adopted by the Standing Committee of the tenth
31 DEFINITIONS
session of the NPC on October 27, 2005 and effective January 1, 2006, as amended, supplemented or otherwise modified from time to time
“PRC GAAP” the generally accepted accounting principles of the PRC
“PRC Government” or “State” the government of the PRC, including all political subdivisions (including central, provincial, municipal and other regional or local government entities) and its organs or, as the context requires, any of them
“Pre-IPO Share Options” the options conditionally granted under the Pre-IPO Share Option Scheme
“Pre-IPO Share Option Scheme” the share option scheme conditionally approved and adopted by our Company pursuant to the written resolutions passed by our Shareholders on May 14, 2008, the principal terms of which are summarized in the section headed “Statutory and General Information — Pre-IPO Share Option Scheme” in Appendix VII to this prospectus
“Price Determination Date” the date, expected to be on or around May 30, 2008 but not later than 5:00 p.m. on June 4, 2008 on which the Offer Price is determined for the purpose of the Global Offering
“Public Offer Shares” the Shares being offered under the Hong Kong Public Offering
“QIBs” qualified institutional buyers, within the meaning contained in Rule 144A
“Regulation S” Regulation S under the Securities Act
“Remuneration Committee” the remuneration committee of the Board
“Reorganization” the reorganization of the group of companies now comprising our Group, as more particularly described in the section headed “Statutory and General Information — Further information about our Company and our Subsidiaries — Corporate Reorganization” in Appendix VII to this prospectus
“Repurchase Mandate” the general unconditional mandate relating to the repurchase of the Shares, given to our Directors, further details of which are
32 DEFINITIONS
contained in the section headed “Statutory and General Information — Further information about our Company and our Subsidiaries — Repurchase by our Company of our securities” in Appendix VII to this prospectus
“RMB” or “Renminbi” Renminbi yuan, the lawful currency of the PRC
“Rule 144A” Rule 144A under the Securities Act
“SAFE” the State Administration of Foreign Exchange of the PRC ( )
“SAIC” the State Administration for Industry and Commerce of the PRC ( )
“Savills” Savills Valuation and Professional Services Limited
“Securities Act” the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated under it
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Shareholder(s)” holder(s) of our Shares
“Share Option Scheme” the share option scheme conditionally adopted by our Company pursuant to the written resolutions passed by our Shareholders on May 14, 2008, the principal terms of which are summarized in the section headed “Statutory and General Information — Share Option Scheme” in Appendix VII to this prospectus
“Share(s)” ordinary share(s) with a nominal value of HK$0.10 each in the share capital of our Company
“Singapore” the Republic of Singapore
“sq.km.” square kilometer(s)
33 DEFINITIONS
“sq.m.” square meter(s)
“St. Andrews Zhengzhou” St. Andrews Golf Club (Zhengzhou) Company Limited* ( ), a limited liability company which was incorporated on November 24, 2003 in the PRC and is 40% owned by CCRE China and 60% owned by St. Andrews International Golf Development (Hong Kong) Limited ( )
“State Administration of Taxation” the State Administration of Taxation of the PRC ( )
“State Council” the State Council of the PRC ( )
“Stock Borrowing Agreement” a stock borrowing agreement to be entered into on or about May 30, 2008 between Morgan Stanley & Co. International plc and Joy Bright
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules
“Substantial Shareholder” has the meaning ascribed to it under the Listing Rules
“Super Joy” Super Joy International Limited ( ), a limited liability company which was incorporated on February 19, 2007 in the BVI and a Shareholder and is wholly owned by Mr Wang
“Takeovers Code” the Code on Takeovers and Mergers
“Track Record Period” the three years ended December 31, 2005, 2006 and 2007
“Underwriters” the Hong Kong Underwriters and the International Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the International Placing Agreement
“United States” or “U.S.” the United States of America
34 DEFINITIONS
“US$” or “U.S. dollars” United States dollars, the lawful currency of the United States
“White Form eIPO” applying for Public Offer Shares to be issued in your own name by submitting applications online through the designated website at www.eipo.com.hk
“White Form eIPO Service Provider” the White Form eIPO service provider designated by our Company, as specified on the designated website at www.eipo.com.hk
“WTO” World Trade Organization
“Zhongyuan Trust” Zhongyuan Trust Investment Company Limited* , an Independent Third Party holding 74.56% of the interest in CCRE Luoyang and 48.01% of the interest in CCRE Zhumadian pursuant to trust arrangements; Zhongyuan Trust is a State-controlled non-bank financial institution approved by the PBOC and holds a valid financial licence authorized by the CBRC, Henan Bureau with the business scope of, including but not limited to, operating fund trusts, operating trusts of estate, real estate and other properties, raising funds from the public and making investments with the funds
“%” per cent * for identification purposes only
Unless otherwise specified in this prospectus, amounts denominated in Renminbi have been translated, for the purpose of illustration only, into Hong Kong dollars using an exchange rate of HK$1.00 = RMB0.90. No representation is made that any amount in Renminbi could have been or could be converted at the above rate or at any other rate.
Unless otherwise stated, all the numerical figures are rounded to one decimal place. Any discrepancies in any table or chart between the total shown and the sum of the amounts listed are due to rounding.
The English names of PRC nationals, entities, departments, facilities, certificates, titles, laws, regulations and the like are translations of their Chinese names and are included for identification purposes only. In the event of any inconsistency, the Chinese name prevails.
Unless otherwise specified, all references to any shareholdings in our Company assume no exercise of the Over-allotment Option or the Pre-IPO Share Options or any options which may be granted under the Share Option Scheme.
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