Meike International Holdings Limited 美克
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “HKEx”) and the Securities and Futures Commission (the “SFC”) 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 MEIKE INTERNATIONAL HOLDINGS LIMITED A1A1 LR8.02 美克國際控股有限公司 (Incorporated in the Cayman Islands with limited liability) WARNING This Web Proof Information Pack is being published as required by the HKEx/the SFC 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 could be material. By viewing this document, you acknowledge, accept and agree with Meike International Holdings Limited (the “Company”), any of its affiliates, sponsors, advisers and members of the underwriting syndicate that: (a) this Web Proof Information Pack is solely 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 the Web Proof Information Pack or any supplemental, revised or replacement pages thereof on the HKEx’s website does not give rise to any obligation of the Company, any of its affiliates, sponsors, advisers or members 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 any offering; (c) the contents of the Web Proof Information Pack or any supplemental, revised or replacement pages thereof may or may not be replicated in full or in part in the actual prospectus; (d) this Web Proof Information Pack may be updated or revised by the Company from time to time but each of the Company and its affiliates, sponsors, advisers and 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 as defined in section 2(1) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (the “Companies Ordinance”) or 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 acquire, subscribe for or purchase any securities, nor is it calculated to invite or solicit offers by the public to acquire, 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, sponsors, advisers 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 of or be relied on in connection with any contract or commitment whatsoever; (i) neither the Company nor any of its affiliates, sponsors, advisers 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, sponsors, advisers and 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 and will not register the securities referred to in this Web Proof Information Pack under the United States Securities Act of 1933 (the “Securities Act”), as amended, 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. 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 SECURITIES ACT, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NEITHER THIS WEB PROOF INFORMATION PACK NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES AN OFFER TO SELL OR A 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 CANADA OR JAPAN. Any offer or invitation to make an offer for any securities will only be made to the public in Hong Kong after the Company has registered its prospectus in accordance with the Companies Ordinance. 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 herein is incomplete and subject to change and it 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 Meike International Holdings Limited extracted from the draft document: • Summary • Definitions • Forward-looking Statements • Risk Factors • Directors and Parties Involved • Corporate Information • Industry Overview • Regulations • History and Corporate Structure • Business • Relationship with Our Controlling Shareholders • Directors and Senior Management • Substantial Shareholders • Share Capital • Connected Transactions • Financial Information • Appendix I: Accountants’ Report • Appendix III: Profit Estimate • Appendix IV: Property Valuation • Appendix V: Summary of the Constitution of Our Company and Cayman Islands Companies Law • Appendix VI: 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 herein is incomplete and subject to change and it must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. SUMMARY OVERVIEW A1A28(1)(a) We are one of the fast-growing domestic branded sportswear enterprises in the PRC in terms of Co. Ord III (1)(21)(29) sales of branded sportswear products. We design, develop, produce, market and distribute leisure A1A28(1)(a) sportswear products, including footwear and apparel, under the Meike brand. We also design, develop, market and distribute sports accessories under the Meike brand. According to Frost & Sullivan, we ranked tenth in the domestic branded sports footwear industry in China in terms of sales of footwear in 2008, of which more detailed information is set out in the sub-paragraph headed “the sports footwear market” in the section headed “Industry Overview” in this document. In terms of sales of apparel products, we recorded a CAGR of approximately 406.0% in 2008 as compared to 2006. During the Track Record Period, we established and expanded our distribution network of our Meike branded products, starting from 59 counters under concessionary arrangement with department stores and shopping malls as of January 1, 2006 to 1,318 Meike outlets (including Meike distributor outlets directly operated by our distributors and Meike retailer outlets indirectly managed by our distributors) which exclusively sell our Meike products in 22 provinces, autonomous regions and municipalities, and more than 514 districts, counties, and city-level counties in the PRC as of the Latest Practicable Date. We started our business in 1999 as a producer of soles for domestic footwear producers in the PRC. We commenced our footwear export business through domestic export companies since 2001 and our sales of Meike branded products to the domestic market in the PRC in 2003. For the three years ended December 31, 2006, 2007 and 2008, our revenue from sales of our Meike branded products in the PRC1 increased substantially, from RMB48.5 million in 2006 to RMB139.2 million in 2007, and to RMB229.2 million in 2008, accounting for approximately 26.8%, 42.4% and 62.7% of our total revenue during the same period, respectively. For the nine months ended September 30, 2009, our revenue from sales of our Meike branded products was RMB274.2 million, accounting for 78.7% of our total revenue during the same period. In particular, our sales of Meike apparel experienced substantial increase during the Track Record Period. Our revenue generated from the sales of our Meike apparel increased from RMB3.5 million in 2006 to RMB30.0 million in 2007 and further to RMB88.8 million in 2008, representing a CAGR of approximately 406.0%. Our revenue generated from the sales of Meike apparel increased to RMB92.3 million during the nine months ended September 30, 2009. We have implemented multi-faceted marketing strategies to showcase our Meike branded products and our Meike brand image to consumers in the PRC. We successfully increased our brand awareness in the past years by strategically broadcasting TV advertisements that promote our Meike brand in Channel 1, Channel 2 and Channel 5 of CCTV (中央電視台) and Hunan provincial cable TV (湖南衛視).