Beijing Jingkelong Company Limited*
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IMPORTANT If you are in any doubt about this prospectus, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser. Beijing Jingkelong Company Limited* (a joint stock limited company incorporated in the People’s Republic of China) LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING AND PUBLIC OFFER OF H SHARES Number of Offer Shares : 132,000,000 H Shares, comprising 120,000,000 new H Shares and 12,000,000 Sale H Shares (subject to the Over-allotment Option) Number of Placing Shares : 118,800,000 H Shares, comprising 106,800,000 new H Shares and 12,000,000 Sale H Shares (subject to the Over-allotment Option and re-allocation) Number of Public Offer Shares : 13,200,000 new H Shares (subject to re-allocation) Offer Price : Not more than HK$4.50 and expected to be not less than HK$3.90 for each Offer Share, payable in full upon application and subject to refund Nominal value : RMB1.00 per Share Stock code : 8245 Global Coordinator, Bookrunner, Lead Manager and Sponsor 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 under the paragraph headed ‘‘Documents delivered to the Registrar of Companies and available for inspection’’ in Appendix VI to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance. The SFC 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 Offer Price is expected to be fixed by agreement between the Global Coordinator and the Company on the Price Determination Date. The Price Determination Date is expected to be on 16 September 2006 or such other date as the parties may agree, but in any event not later than 21 September 2006. The Offer Price per H Share will be not more than HK$4.50 and is expected to be not less than HK$3.90. Applicants for the Public Offer Shares are required to pay, upon application and subject to refund, the indicative maximum Offer Price of HK$4.50 per H Share, together with 1% brokerage, 0.005% SFC transaction levy and 0.005% Stock Exchange trading fee. The Global Coordinator may with the consent of the Company reduce the indicative Offer Price range below that stated in this prospectus at any time prior to the morning on the day the Application Lists close. In such a case, a notice of reduction of the indicative Offer Price range will be published on the GEM website at www.hkgem.com not later than the day on which the Application Lists close. If applications for the Public Offer Shares have been submitted prior to such day, then even if the indicative Offer Price range is so reduced, such applications cannot be withdrawn. If, for whatever reason, the Global Coordinator and the Company are not able to agree on the Offer Price by the Price Determination Date, the Share Offer will not proceed and will lapse. Prospective investors of the Offer Shares should note that the Underwriters are entitled to terminate their obligations under the Underwriting Agreement by notice in writing to be given by the Global Coordinator (acting on behalf of all Underwriters) upon the occurrence of any of the events set forth under ‘‘Grounds for termination’’ in the section headed ‘‘Underwriting arrangements and expenses’’ in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (the ‘‘Termination Time’’). Such events include, without limitation, any act of God, military action, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out. Accordingly, any certificate relating to the Offer Shares issued by the Company or deposited into CCASS prior to the Termination Time will not constitute evidence of title to the Offer Shares. Investors who trade the Offer Shares on the basis of publicly available allocation results or other information prior to the Termination Time will do so entirely at their own risk. The Company was incorporated, and its businesses are located, in the PRC. Potential investors should be aware of the differences in the legal, economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investment 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 the Offer Shares. Such differences and certain risk factors are set out in the paragraph headed “Summary of principal legal and regulatory provisions and articles of association” in Appendix IV to this prospectus and the section headed “Risk factors” in this prospectus respectively. 12 September 2006 * for identification only CHARACTERISTICS OF GEM GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the Internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspaper. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to- date information on GEM-listed issuers. - i - EXPECTED TIMETABLE OF THE SHARE OFFER The Company will issue an announcement in Hong Kong to be published on the GEM website at www.hkgem.com if there is any change in the following expected timetable of the Share Offer. 2006(1) Latest time for lodging WHITE and YELLOW Application Forms(2) . 12:00 noon on Friday, 15 September Latest time to give Electronic Application Instructions(2) & (3) . 12:00 noon on Friday, 15 September Application Lists open(2) . 11:45 a.m. on Friday, 15 September Application Lists close(2) . 12:00 noon on Friday, 15 September Price Determination Date(4) . Saturday, 16 September Announcement of the Offer Price, indication of the level of interest in the Placing, results of applications under the Public Offer and the basis of allotment of the Public Offer Shares to be published on the GEM website at www.hkgem.com on or before . Friday, 22 September Refund cheques(5) in respect of wholly or partially unsuccessful applications under the Public Offer to be posted on or before(6) . Friday, 22 September Despatch of the H Share certificates of the Offer Shares or deposit of the H Share certificate(s) of the Offer Shares into CCASS on or before(6) . Friday, 22 September Dealings in H Shares on GEM to commence on . 9:30 a.m. on Monday, 25 September Notes:– 1. All times refer to Hong Kong local time. 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 Friday, 15 September 2006, the Application Lists will not open on that day. Particulars of the arrangements are set forth under ‘‘Effect of bad weather on the opening of the Application Lists’’ in the section headed ‘‘How to apply for the Public Offer Shares’’ in this prospectus. 3. Applicants who apply for the Public Offer Shares by giving Electronic Application Instructions should refer to the instructions set forth under ‘‘Applications by giving electronic application instructions’’ in the section headed ‘‘How to apply for the Public Offer Shares’’ in this prospectus. - ii - EXPECTED TIMETABLE OF THE SHARE OFFER 4. The Price Determination Date is expected to be on Saturday, 16 September 2006 or such other date as the parties may agree, but in any event, not later than Thursday, 21 September 2006. If, for whatever reason, the Global Coordinator and the Company are not able to agree on the Offer Price by the Price Determination Date, the Share Offer will not proceed and will lapse. 5. Part of the Hong Kong identity card number/passport number of an applicant, or, if there are joint applicants, part of the Hong Kong identity card number/passport number of the first-named applicant, provided by the respective applicant may be printed on the refund cheque, if any. Such data would also be transferred to a third party for refund purpose.