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Jin Cai Holdings Company Limited 金彩控股有限公司 (Incorporated in the Cayman Islands with Limited Liability)

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Jin Cai Holdings Company Limited 金彩控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) 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 Jin Cai Holdings Company Limited 金彩控股有限公司 (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 (the “HKEx”) 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. THIS WEB PROOF IN HONG KONG INFORMATION PACK MAY NOT BE UPDATED UNTIL A DOCUMENT REGISTERED WITH THE REGISTRAR OF COMPANIES IS ISSUED BY JIN CAI HOLDINGS COMPANY LIMITED (THE “COMPANY”), WHICH WILL BE POSTED ON THIS WEBSITE. By viewing this document, you acknowledge, accept and agree with the Company, any of its affiliates, sponsor, advisers and/or members of the underwriting syndicate 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 this Web Proof Information Pack or supplemental, revised or replacement pages on the HKEx’s website does not give rise to any obligation of the Company, any of its affiliates, sponsor, 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 proceed with the offering; (c) the contents of this 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 of the Company, if any; (d) this Web Proof Information Pack may be updated or revised by the Company from time to time and the updates and/or revisions could be material, but each of the Company and its affiliates, sponsor, advisers and/or members of the underwriting syndicate is under no 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 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 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) neither the Company nor any of its affiliates, sponsor, advisers and/or members of the underwriting syndicate is offering, or is 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 or be relied on in connection with any contract or commitment whatsoever; (i) neither the Company nor any of its affiliates, sponsor, advisers and/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 and any of its affiliates, sponsor, advisers and/or 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) the Company has not registered and will not register the securities referred to in this Web Proof Information Pack under the United States Securities Act of 1933, as amended (the ‘‘US Securities Act’’), or any state securities laws 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. No offer or invitation to the public in Hong Kong will be made until after a prospectus of the Company is 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 by the Company 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. 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 US SECURITIES ACT, OR ANY STATE SECURITIES LAWS IN THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES. NO PUBLIC OFFERING OF THE SECURITIES WILL BE MADE IN THE UNITED STATES. NEITHER THIS WEB PROOF INFORMATION PACK NOR INFORMATION CONTAINED HEREIN CONSTITUTES OR FORM PART OF AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES. 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 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 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 this Web Proof Information Pack. CONTENTS This Web Proof Information Pack contains the following information relating to Jin Cai Holdings Company Limited extracted from a draft document: • Contents • Summary • Definitions • Glossary of technical terms • Forward-looking statements • Risk factors • Directors • Corporate information • Industry overview • Laws and regulations • History, Corporate Reorganisation and group structure • Business • Future plans • Directors, senior management and staff • Relationship with the Controlling Shareholders • Share capital • Financial information • Appendix I — Accountants’ report • Appendix II — [This section is intentionally left blank] • Appendix III — Property valuation • Appendix IV — Summary of the constitution of the Company and Cayman Islands Company 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 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 OVERVIEW The Group was the second largest cigarette package supplier with market share of approximately 17.7% in terms of sales value of paper cigarette packages in Jiangxi Province, the PRC in 2012 according to the Euromonitor Reports. Jiangxi Province accounted for approximately 2.4% of the overall cigarette production volume in the PRC in 2012. The Group is principally engaged in the design, printing and sale of cigarette packages in the PRC. Products of the Group include paper cigarette packages for two of the 30 Key Cigarette Brands, namely Hongtashan (紅塔山) and Jinsheng (金聖), and for Cigarette Brand A, which together with Hongtashan (紅塔山), were two of the four largest cigarette brands in the PRC in terms of retail sales volume in 2011 according to the Euromonitor Reports. Four of the sixteen state-owned provincial tobacco industrial companies in the PRC were the major customers of the Group during the Track Record Period. For each of the years ended 31 December 2010, 2011 and 2012, the Group generated revenue of approximately RMB162.6 million, RMB179.5 million and RMB183.3 million and recorded profit attributable to owners of the Company of approximately RMB32.8 million, RMB32.6 million and RMB31.0 million, respectively. MAJOR CUSTOMERS AND PRODUCTS The Group had altogether nine customers during the Track Record Period, four of which were provincial tobacco industrial companies and their details are as follows: Major cigarette brand package Business produced by the Group during with the customer Name of major customer the Track Record Period commenced since China Tobacco Jiangxi Jinsheng (金聖) 2001 China Tobacco Yunnan Hongtashan (紅塔山) 2004 Customer A Cigarette Brand A 2009 Customer B Cigarette Brand B 2010 Revenue from the four provincial tobacco industrial companies contributed approximately 99.8%, 97.1%, and 97.9% of the total revenue of the Group for each of the years ended 31 December 2010, 2011 and 2012, respectively.
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