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Cnqc International Holdings Limited 青建國際控股有限公司

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your securities in CNQC INTERNATIONAL HOLDINGS LIMITED, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company and is being provided to you solely for the purposes of considering the resolutions to be voted upon at the EGM of the Company to be held on Wednesday, 14 October 2015. CNQC INTERNATIONAL HOLDINGS LIMITED 青 建 國 際 控 股 有 限 公 司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 01240) (1) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION (2) REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION (3) ISSUE OF CONVERTIBLE PREFERENCE SHARES AND CONNECTED TRANSACTION (4) PROPOSED GRANT OF SPECIFIC MANDATE (5) PROPOSED GRANT OF SPECIFIC PLACING MANDATE (6) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL (7) CONTINUING CONNECTED TRANSACTION AND (8) WHITEWASH WAIVER Sole Sponsor to the deemed new listing application of the Company HSBC Corporate Finance (Hong Kong) Limited Financial Adviser to the Company in respect of the Acquisition The Hongkong and Shanghai Banking Corporation Limited Independent Financial Adviser to the Independent Board Committee and to the Independent Shareholders A letter from the Independent Board Committee is set out on pages 70 to 71 of this circular, and a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 72 to 111 of this circular. A notice convening the EGM to be held on Wednesday, 14 October 2015 at 11:30 a.m. is set out on pages EGM 1 to EGM 4 of this circular. A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so desire and, in such event, the instrument appointing a proxy will be deemed to be revoked. 25 September 2015 CONTENTS Page EXPECTED TIMETABLE ....................................................... iii SUMMARY ...................................................................... 1 DEFINITIONS ................................................................... 19 GLOSSARY OF TECHNICAL TERMS .......................................... 34 CORPORATE INFORMATION .................................................. 38 DIRECTORS ..................................................................... 40 PARTIES INVOLVED ........................................................... 42 LETTER FROM THE BOARD ................................................... 44 LETTER FROM THE INDEPENDENT BOARD COMMITTEE .................. 70 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ................. 72 FORWARD-LOOKING STATEMENTS .......................................... 112 RISK FACTORS ................................................................. 115 BUSINESS OF THE TARGET GROUP .......................................... 132 RELATIONSHIP WITH CONTROLLING SHAREHOLDERS .................... 205 CONTINUING CONNECTED TRANSACTIONS ................................. 217 DIRECTORS AND SENIOR MANAGEMENT OF THE ENLARGED GROUP ... 233 FINANCIAL INFORMATION OF THE TARGET GROUP ....................... 245 WAIVER FROM STRICT COMPLIANCE WITH THE LISTING RULES ....... 299 SHARE CAPITAL ............................................................... 302 APPENDIX IA — MARKET REPORT (PROPERTY DEVELOPMENT) ....... IA-1 APPENDIX IB — MARKET REPORT (CONSTRUCTION) ................... IB-1 APPENDIX II — REGULATORY OVERVIEW ............................... II-1 APPENDIX III — ACCOUNTANT’S REPORT ON THE TARGET GROUP . III-1 APPENDIX IV — FINANCIAL INFORMATION OF THE GROUP ............ IV-1 – i – CONTENTS Page APPENDIX V — UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP ......................... V-1 APPENDIX VI — PROPERTY VALUATION OF THE TARGET GROUP ... VI-1 APPENDIX VII — SUMMARY OF THE CONSTITUTION OF THE COMPANY AND THE CAYMAN ISLANDS COMPANY LAW ....................................... VII-1 APPENDIX VIII — STATUTORY AND GENERAL INFORMATION ......... VIII-1 APPENDIX IX — DOCUMENTS AVAILABLE FOR INSPECTION ......... IX-1 NOTICE OF EGM ............................................................. EGM-1 – ii – EXPECTED TIMETABLE The following expected timetable is indicative only and is subject to change. If necessary, further announcement in relation to any revised timetable will be published as and when appropriate. LatesttimeforlodgingformsofproxyfortheEGM........................... 4:30p.m.on Monday, 12 October 2015 EGM....................................................................... 11:30a.m.on Wednesday, 14 October 2015 AnnouncementoftheresultsoftheEGMtobepublished.......Wednesday,14October 2015 CompletionandissueoftheCPSonorbefore....................Thursday,15October 2015 Announcement of Completion to be published on or before........Thursday,15October 2015 Note: All times and dates in this circular refer to Hong Kong local time and dates. – iii – SUMMARY This summary aims at giving you an overview of the information contained in this circular. As it is a summary, it does not contain all the information that may be important to you.Youshouldreadthewholecircularbeforemakingadecisionastohowyouwouldcast your votes at the EGM in relation to the Acquisition and the appropriate course of action for yourself. There are risks associated with any business. You should read the section headed ‘‘Risk Factors’’ in this circular carefully before making a decision on the Acquisition. THE ACQUISITION On 23 May 2015, the Company (as the purchaser) and Guotsing SG (as the seller) entered into the Share Purchase Agreement pursuant to which the Company has conditionally agreed to acquire, and Guotsing SG has conditionally agreed to sell or procure to be sold its interest in the entire issued share capital in the Target Company on the terms and subject to the conditions set out in the Share Purchase Agreement. The Target Group is primarily engaged in property development and construction businesses in Singapore. The Consideration is HK$2,617,650,000, to be settled through the issuance and allotment by the Company of: (i) 647,273,454 CPS to Guotsing SG (or New Guotsing Holdco as Guotsing SG may direct) and (ii) 304,599,273 CPS to Guotsing SG (or the Trustee or a company to be held by the Trustee as Guotsing SG may direct) at the Issue Price of HK$2.75 per CPS. The Trustee shall hold such 304,599,273 CPS on trust for the Selected Participants in accordance with the terms and conditions of the Management Share Scheme. The Consideration was determined after arm’s length negotiation between the parties to the Share Purchase Agreement having regard to the market value of the property development projects of the Target Group, the financial performance and prospect of the business of the Target Group, results and market value of comparable companies, and the benefits to the Group following Completion. Please refer to the section headed ‘‘Letter from the Board’’ in this circular for further details on the Acquisition, the Share Purchase Agreement and the Specific Mandate to be sought from Independent Shareholders at the EGM. IMPLICATIONS OF THE ACQUISITION UNDER THE LISTING RULES AND THE TAKEOVERS CODE In March 2014, CNQC Development acquired 75% of the total issued share capital of the Company and made a mandatory general offer for all the outstanding Shares (other than the Shares held by parties acting in concert with it) in issue at the time. Following such acquisition and completion of the mandatory general offer, there was a change in control of the Company and CNQC Development and its parent company, Guotsing PRC became the controlling shareholders of the Company. As at the Latest Practicable Date, CNQC Development directly held 74.72% of the issued share capital of the Company. Guotsing SG is a wholly-owned subsidiary of Guotsing PRC and therefore, the Acquisition constitutes a very substantial acquisition, a connected transaction and a reverse takeover of the Company under Chapters 14 and 14A of the Listing
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