Renhe Commercial Holdings Company Limited 人 和 商 業 控 股 有 限 公 司* (Incorporated in the Cayman Islands with Limited Liability) GLOBAL OFFERING
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IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. Renhe Commercial Holdings Company Limited 人 和 商 業 控 股 有 限 公 司* (incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares pursuant to : 3,000,000,000 (subject to adjustment and the Over- the Global Offering allotment Option) Number of Hong Kong Offer Shares : 300,000,000 (subject to adjustment) Number of International Offer Shares : 2,700,000,000 (subject to adjustment and the Over- allotment Option) Maximum Offer Price : Not more than HK$1.71 per Offer Share payable in full on application in Hong Kong dollars, subject to refund, plus brokerage of 1%, SFC transaction levy of 0.004%, and Stock Exchange trading fee of 0.005% Nominal value : HK$0.01 each Stock Code : 1387 Joint Global Coordinators, Joint Bookrunners, Joint Sponsors and Joint Lead Managers (in alphabetical order) The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus. A copy of this prospectus, together with the documents specified under the paragraph headed ‘‘Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection’’ in Appendix VIII to this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be fixed by agreement between Joint Global Coordinators (on behalf of the Underwriters) and the Company on the Price Determination Date, which is expected to be on or around October 9, 2008 (Hong Kong time) or such later date as may be agreed between the parties, but in any event no later than October 13, 2008 (Hong Kong time). The Offer Price will be announced in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) as soon as practicable after it is fixed. The Offer Price will not be more than HK$1.71 per Offer Share and is expected to be not less than HK$1.40 per Offer Share unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay the maximum Offer Price of HK$1.71 per Offer Share, together with brokerage of 1%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005%, subject to refund, if the Offer Price, as finally determined, is lower than the maximum Offer Price. The Joint Global Coordinators (on behalf of the Underwriters) may, with our consent, reduce the number of Hong Kong Offer Shares and/or the indicative Offer Price range below that stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction of the number of Hong Kong Offer Shares and/or the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) as soon as practicable following the decision to make such a reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. If applications for the Hong Kong Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong Public Offering, then even if the number of Hong Kong Offer Shares and/or the indicative Offer Price range is so reduced, such applications cannot be subsequently withdrawn. If, for whatever reason, Joint Global Coordinators and the Company are unable to agree on the Offer Price by October 13, 2008, the Global Offering will not proceed and will lapse. Prospective investors of the Hong Kong Offer Shares should note that the Underwriters are entitled to terminate their obligations under the Underwriting Agreements by notice in writing to us given by Joint Global Coordinators (on behalf of the Underwriters), upon occurrence of any of the events set forth in the section headed ‘‘Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for termination’’ in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the day that trading in the Shares commences on the Hong Kong Stock Exchange. Such events include, but without limitation, to acts of government, strikes, lock-outs, fire, explosion, flooding, civil commotion, acts of war, acts of God, acts of terrorism, accident, economic sanctions, public disorder, riot and epidemic. Prior to making an investment decision, prospective investors should consider carefully all the information set forth in this prospectus, including but not limited to the risk factors set forth in the section headed ‘‘Risk Factors’’ in this prospectus. The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered, sold, pledged or transferred within the United States, except that Offer Shares may be offered, sold or delivered to (i) QIBs in reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A; (ii) to a limited number of institutional ‘‘accredited investors’’ (as defined in Rule 501(a) under the U.S. Securities Act) in transactions exempt from the registration requirements of the U.S. Securities Act; or (iii) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S. * For identification purpose only September 30, 2008 EXPECTED TIMETABLE We will issue an announcement in Hong Kong to be published in the South China Morning Post (inEnglish)andtheHong Kong Economic Times (in Chinese) if there is any change in the following expected timetable of the Hong Kong Public Offering. 2008(1) Application lists open(2) ............................. 11:45a.m.onWednesday,October8 Latest time for lodging WHITE and YELLOW Application Forms and giving electronic application instructions to HKSCC(3) . 12:00 noon on Wednesday, October 8 Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(4) .........................11.30a.m.onWednesday,October8 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPSpaymenttransfer(s)...........................12:00noononWednesday,October8 Application lists close(2) .............................12:00noononWednesday,October8 ExpectedPriceDeterminationDate.................................Thursday,October9 Announcement of: the Offer Price; an indication of the level of interest in the International Offering; the level of applications of the Hong Kong Public Offering; and the basis of allocation of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (inChinese)on.......................Tuesday,October14 Results of allocation in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) will be available through a variety of channels, as described in the section headed ‘‘How to Apply for Hong Kong Offer Shares — Publication of Results’’ inthisprospectusfrom.......................Tuesday,October14 Dispatch of share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(5) ........................Tuesday,October14 Dispatch of refund cheques in respect of wholly successful (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(6) ...............Tuesday,October14 Dealings in Shares on the Stock Exchange to commence at . 9:30 a.m. on Wednesday, October 15 – i – EXPECTED TIMETABLE Notes: 1. All times refer to Hong Kong local time. Details of the structure of the Global Offering, including its conditions, are set out in the section headed ‘‘Structure of the Global Offering’’ in this prospectus. 2. If there is a ‘‘black’’ rainstorm warning or a tropical cyclone warning signal number eight or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, October 8, 2008, the application lists will not open and close on that day. Further information is set out in the sub-paragraph headed ‘‘Effect of bad weather conditions on the opening of the application lists’’ under the section headed ‘‘How to Apply for Hong Kong Offer Shares’’ in this prospectus. If the application lists do not open and close on Wednesday, October 8, 2008 the dates mentioned in this section headed ‘‘Expected Timetable’’ may be affected. A press announcement will be made by us in such event. 3. Applicants who apply by giving electronic application instructions to the HKSCC should refer to the paragraph headed ‘‘Applying by giving electronic application instructions to HKSCC’’ under the section headed ‘‘How to Apply for Hong Kong Offer Shares’’ in this prospectus. 4. You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close.