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China Railway Construction Corporation Limited LR8.02

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China Railway Construction Corporation Limited LR8.02 IMPORTANT If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice. China Railway Construction Corporation Limited LR8.02 A1A1 (A joint stock limited company incorporated in the People's Republic of China with limited liability) LR19.05(1)( GLOBAL OFFERING A1A15(1) A1A15(2)(a AIA15(2)(b Number of OÅer Shares under the 1,706,000,000 H Shares (subject to adjustment and the Over-allotment Option) A1A15(2)(c Global OÅering: A1A23(1) Number of Hong Kong Public OÅer 170,600,000 H Shares (subject to adjustment) 3rd Sch CO Shares: Number of International OÅer Shares: 1,535,400,000 H Shares (subject to adjustment and the Over-allotment Option) Maximum OÅer Price: HK$10.70 per Hong Kong Public OÅer Share (payable in full on application and subject to refund, plus brokerage of 1%, SFC transaction levy of 0.004% and Hong Kong Stock Exchange trading fee of 0.005%) Nominal Value: RMB1.00 per H Share Stock Code: 1186 Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and Joint Sponsors (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 LR11.20 or in reliance upon the whole or any part of the contents of this Prospectus. A copy of this Prospectus, having attached thereto the documents speciÑed in ""Appendix X Ì Documents Delivered to the Registrar of Companies and Available for Inspection'', has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the CO 342C 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 for the contents of this Prospectus or any other document referred to above. The OÅer Price is expected to be Ñxed by agreement among the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or about 6 March 2008 and, in any event, not later than 11 March CK IE Note 2008. The OÅer Price will be not more than HK$10.70 and is currently expected to be not less than HK$9.93. The Joint Global Coordinators (on behalf of the Underwriters, and with our consent) may reduce the indicative OÅer Price range and/or the number of OÅer Shares being oÅered under the Global OÅering 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 OÅering. Further details are set out in ""Structure of the Global OÅering'' and ""How to Apply for Hong Kong Public OÅer Shares''. If, for whatever reason, we and the Joint Global Coordinators (on behalf of the Underwriters) are not able to agree on the OÅer Price, the Global OÅering (including the Hong Kong Public OÅering) will not proceed and will lapse. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, Hong Kong Public OÅer Shares are subject to termination by the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds arise at or prior to 8:00 a.m. on the day that trading in the H Shares commences on the Hong Kong Stock Exchange. Such grounds are set out in the section headed ""Underwriting'' in this Prospectus. It is important that you refer to that section for further details. We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the diÅerences in the legal, economic and Ñnancial systems between the PRC and Hong Kong, and the fact that there are diÅerent risks associated with investment in PRC- LR19.05(1)( incorporated businesses. Potential investors should also be aware that the regulatory framework in the PRC is diÅerent from the regulatory framework in CK IE Note Hong Kong, and should take into consideration the diÅerent market nature of the H Shares. Such diÅerences and risks are set out in the sections headed ""Risk Factors'', ""Appendix VII Ì Summary of Principal Legal and Regulatory Provisions'' and ""Appendix VIII Ì Summary of Articles of A1A63 Association'' in this Prospectus. 29 February 2008 (This Page Intentionally Left Blank) EXPECTED TIMETABLE(1) (2) Application lists open ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ11:45 a.m. on Wednesday, 5 March 2008 3rd Sch CO (8) Latest time to lodge WHITE and YELLOW A1A15(2)(f) Application Forms ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12:00 noon on Wednesday, 5 March 2008 Latest time to complete electronic applications under White Form eIPO service through the designated website, www.eipo.com.hk(4) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ11:30 a.m. on Wednesday, 5 March 2008 Latest time to complete payment of White Form eIPO applications by eÅecting internet banking transfer(s) or PPS payment transfer(s) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12:00 noon on Wednesday, 5 March 2008 Latest time to give electronic application instructions to HKSCC(3) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12:00 noon on Wednesday, 5 March 2008 Application lists close ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12:00 noon on Wednesday, 5 March 2008 Expected Price Determination Date ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏThursday, 6 March 2008 Announcement of OÅer Price ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Friday, 7 March 2008 Announcement of A1A15(2)(k) ‚ the level of applications in the Hong Kong Public OÅering ‚ the level of indications of interest in the International OÅering ‚ the basis of allotment of the Hong Kong CK IE Note 13 Public OÅer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before(2) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Wednesday, 12 March 2008 Announcement of results of allotment in Hong Kong Public OÅering (with successful applicants' identiÑcation document numbers, where applicable) to be available through a variety of channels, including the website of the Hong Kong Stock Exchange, as described in the section headed ""How to Apply for Hong Kong Public OÅer Shares Ì 10. Result of Allocation and 11. Dispatch/Collection of H Share CertiÑcates and Refunds of Application Monies ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Wednesday, 12 March 2008 Despatch of H Share certiÑcates and refund cheques on or before(5)(6)(7) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Wednesday, 12 March 2008 Dealings in H Shares on the Hong Kong Stock A1A22 Exchange expected to commence onÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏThursday, 13 March 2008 (1) All times refer to Hong Kong local time, except as otherwise stated. Details of the structure of the Global OÅering, including its conditions, are set out in ""Structure of the Global OÅering''. (2) If there is a ""black'' rainstorm warning or a tropical cyclone warning signal number 8 or above in force at any time between 9:00 a.m. and 12:00 noon on Wednesday, 5 March, 2008, the application lists will not open on that day. Further information is set out in ""How to Apply for Hong Kong Public OÅer Shares Ì 7. When may applications be made Ì (e) EÅects of Bad Weather Conditions on the Opening of the Application Lists''. (3) Applicants who apply for Hong Kong Public OÅer Shares by giving electronic application instructions to HKSCC should refer to ""How to Apply for Hong Kong Public OÅer Shares Ì 6. Applying by Giving Electronic Application Instructions to HKSCC''. (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 i EXPECTED TIMETABLE(1) 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. (5) H Share certiÑcates will only become valid certiÑcates of title provided that the Hong Kong Public OÅering has become unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance with its terms. Investors who trade H Shares on the basis of publicly available allocation details prior to the receipt of their H Share certiÑcates or prior to the H Share certiÑcates becoming valid certiÑcates of title do so entirely at their own risk. (6) Applicants who apply for 1,000,000 or more Hong Kong Public OÅer Shares and have indicated in their Application Forms that they wish to collect H share certiÑcates (if applicable) and refund cheques (if applicable) in person may do so from our H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Wednesday, 12 March 2008 or any other date notiÑed by our Company in the newspapers as the date of despatch of H share certiÑcates/refund cheques. Applicants being individuals who opt for personal collection must not authorize any other person to make their collection on their behalf. Applicants being corporations who opt for personal collection must attend by sending their authorized representatives each bearing a letter of authorization from his corporation stamped with the corporation's chop. Both individuals and authorized representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to our H Share registrar. Uncollected H share certiÑcates and refund cheques will be despatched by ordinary post to the addressees speciÑed in the relevant Application Forms at the applicants' own risk.
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