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(A joint stock limited company Incorporated in The People’s Republic of China with limited liability) Stock code : 1958 Global Offering Joint Sponsors Joint Global Coordinators (In alphabetical order) For identification purpose only. For Joint Bookrunners and Joint Lead Managers (In no particular order) Joint Lead Managers For identification purpose only. For identification purpose only. BAIC_cover_Re32(27.5mm).indd 2 05/12/2014 5:42 PM IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. BAIC MOTOR CORPORATION LIMITED* (A joint stock company incorporated in the People’s Republic of China with limited liability) Number of Offer Shares under the Global Offering : 1,238,820,000 H Shares (comprising 1,126,200,000 H Shares to be offered by the Company and 112,620,000 Sale Shares to be offered by the Selling Shareholders, subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 61,941,000 H Shares (subject to adjustment) Number of International Offer Shares : 1,176,879,000 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$9.80 per H Share (payable in full on application in Hong Kong dollars and subject to refund on final pricing), plus brokerage of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005% Nominal value : RMB1.00 per H Share Stock code : 1958 Joint Sponsors Joint Global Coordinators (in alphabetical order) Joint Bookrunners and Joint Lead Managers (in no particular order) Joint Lead Managers Hong Kong Exchanges and Clearing Limited, 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, having attached thereto the documents specified in the paragraph headed “Documents Delivered to the Registrar of Companies and Available for Inspection” in Appendix VII to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission of Hong Kong (“SFC”) 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 determined by agreement between our Company, BAIC Group (for itself and on behalf of the other Selling Shareholders), the Joint Global Coordinators, the Joint Bookrunners and the Underwriters on the Price Determination Date or such later date as may be agreed by our Company, BAIC Group (for itself and on behalf of the other Selling Shareholders) and the Joint Global Coordinators, the Joint Bookrunners and the Underwriters but in any event no later than Monday, December 15, 2014. The Offer Price will be not more than HK$9.80 per Offer Share and is expected to be not less than HK$7.60 per Offer Share. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$9.80 for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price should be lower than HK$9.80. The Joint Global Coordinators, the Joint Bookrunners and the Underwriters, with the consent of our Company and BAIC Group (for itself and on behalf of the other Selling Shareholders) may reduce the number of Hong Kong Offer Shares being offered under the Global Offering and/or the indicative Offer Price range stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering.Insucha case, a notice 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) not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Such notices will also be available at the website of the Hong Kong Stock Exchange at www.hkex.com.hk and our Company’s website at www.baicmotor.com. If applications for 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, in the event that the number of Offer Shares and/or the indicative Offer Price range is so reduced, such applications can subsequently be withdrawn. Details of the arrangement will then be announced by our Company as soon as practicable. Further details are set out in the sections headed “Structure of the Global Offering” and “How to Apply for the Hong Kong Offer Shares” in this prospectus. If, for any reason, the Offer Price is not agreed between our Company, BAIC Group (for itself and on behalf of the other Selling Shareholders), the Joint Global Coordinators, the Joint Bookrunners and the Underwriters on or before Monday, December 15, 2014, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the differences in legal, economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investments in PRC-incorporated companies. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should take into consideration the different market nature of our Shares. Such differences and risk factors are set out in the section headed “Risk Factors” and in “Appendix IV—Summary of Principal PRC and Hong Kong Legal and Regulatory Provisions” and “Appendix V—Summary of the Articles of Association” in this prospectus. Prior to making an investment decision, potential investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in the section headed “Risk Factors” beginning on page 32 of this prospectus. Pursuant to the Underwriting Agreements, the Joint Global Coordinators, the Joint Bookrunners and the Underwriters have the right in certain circumstances to terminate the obligations of the Underwriters pursuant to the Underwriting Agreements at any time prior to 8:00 a.m. (Hong Kong time)on the Listing Date. Further details of such circumstances are set out in the section headed “Underwriting—Underwriting Arrangements and Expenses—Hong Kong Public Offering—Hong Kong Underwriting Agreement—Grounds for termination” in this prospectus. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold, pledged or transferred within the United States except that Offer Shares may be offered, sold or delivered in the United States to qualified institutional buyers in reliance on Rule 144A or another exemption from registration under the Securities Act and outside the United States in offshore transactions in reliance on Regulation S. December 9, 2014 * For identification purpose only. EXPECTED TIMETABLE Date(1) Latest time for completing electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(2) ........... 11:30 a.m. on Friday, December 12, 2014 Application lists open(3) .......................................... 11:45 a.m. on Friday, December 12, 2014 Latest time for (i) lodging WHITE and YELLOW Application Forms, (ii) completing payment for White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (iii) giving electronic application instructions to HKSCC(4) .................... 12:00 noon on Friday, December 12, 2014 Application lists close(3) .......................................... 12:00 noon on Friday, December 12, 2014 Expected Price Determination Date(5) ............................... Friday, December 12, 2014 (1) Announcement of the Offer Price, the level of indications of interest in the International Offering, the level of applications in 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 (in Chinese) on or before ....... Thursday, December 18, 2014 (2) Results of allocations (with successful applicants’ identification document numbers where appropriate) in the Hong Kong Public Offering to be available through a variety of channels as described in “How to Apply for the Hong Kong Offer Shares—Publication of Results” from .............................................. Thursday, December 18, 2014 (3) Announcement containing (1) and (2) above to be published on the websites of the Company and the Stock Exchange at www.baicmotor.com(6) and www.hkexnews.hk(7), respectively, from ..................................................... Thursday, December 18, 2014 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function .............. Thursday, December 18, 2014 Despatch of H Share certificates or deposit of the H Share certificates into CCASS in respect of wholly or partially successful applications on or before(8) .................................................... Thursday, December 18, 2014 Despatch of White Form e-Refund payment instructions/refund cheques in respect of wholly or partially unsuccessful applications on or before(8&9) ................................................... Thursday, December 18, 2014 Dealings in the H Shares on the Stock Exchange expected to commence on......................................................... Friday, December 19, 2014 Notes: (1) All dates and times refer to Hong Kong dates and times except as otherwise stated.