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Panva Gas Holdings Limited

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Panva Gas Holdings Limited IMPORTANT If you are in any doubt about this prospectus, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser. PANVA GAS HOLDINGS LIMITED !"#$%&'* (incorporated in the Cayman Islands with limited liability) LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED PLACING Number of Placing Shares : 95,000,000 (subject to Over-allotment Option) Issue Price : $0.57 per Share Nominal value : $0.10 each Stock code : 8132 Sponsor TAI FOOK CAPITAL LIMITED Joint Lead Managers TAI FOOK SECURITIES COMPANY LIMITED CU SECURITIES LIMITED Co-Managers Luen Fat Securities Company Limited Peace Town Securities Limited Young Champion Securities 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” 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, 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 of the other documents referred to above. * For identification only 10th April, 2001 CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”) 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 of the Stock Exchange 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 newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers. – i – EXPECTED TIMETABLE Allocation to placees on . Tuesday, 17th April, 2001 Announcement of the results of the Placing to be published on the GEM website on . Wednesday, 18th April, 2001 Share certificates available on or before (Note 2) . Wednesday, 18th April, 2001 Dealings in the Shares on GEM to commence on . Friday, 20th April, 2001 For details of the structure of the Placing, including conditions, see the section headed “Structure of the Placing” on pages 126 to 128 of this prospectus. Notes: 1. All times refer to Hong Kong local time. 2. All Placing Shares will be delivered through CCASS and accordingly, the share certificates for the Placing Shares are expected to be deposited into CCASS on or about Wednesday, 18th April, 2001 for credit to the respective CCASS participants’ stock accounts designated by the Underwriters, the placees or their agents, as the case may be, before dealings in the Shares on GEM are to commence. No temporary documents of title will be issued. 3. Details of the structure of the Placing, including its conditions, are set out in the section headed “Structure of the Placing” of this prospectus. 4. Further announcements will be made in the event of any changes to the above expected timetable. – ii – CONTENTS You should rely only on the information contained in this prospectus to make your investment decision. The Company has not authorised anyone to provide you with information that is different from what is contained in this prospectus. Any information or representation not made nor contained in this prospectus must not be relied on by you as having been authorised by the Company, Tai Fook Capital, any of their respective directors, or any other person involved in the Placing. Page Summary Business . 1 Strengths of the Group . 3 Business objectives and future plans and prospects . 3 Reasons for the Placing and use of proceeds . 4 Corporate Reorganisation . 5 Restrictions on disposal of Shares . 7 Placing statistics . 8 Trading record . 9 Risk factors . 11 Definitions . .12 Glossary of terms . 19 Risk factors . 20 Waivers from compliance with the GEM Listing Rules and Companies Ordinance . 30 Information about this prospectus and the Placing . 33 Directors and parties involved in the Placing . 38 Corporate information . 41 Industry overview . 43 History and development and active business pursuits History and development . 51 Statement of active business pursuits . 57 – iii – CONTENTS Page Business Shareholding and corporate structure . 65 Strategic overview . 67 Description of business . 68 Purchases and supplies . 70 Areas of operation . 73 Operation facilities . 74 Sales and marketing . 77 Licences and certificates . 80 Quality control . 81 Insurance . 81 Product indemnity . 81 Staff training and management . 82 Competition . 83 Connected transactions . 83 Directors, senior management and staff Directors . 85 Compliance officer . 86 Qualified accountant and Company secretary . 86 Audit committee . 86 Senior management . 87 Staff . 89 Relationships with the Sinolink Group Relationships with the Sinolink Group . 91 Convertible Note . 91 Connected transactions . 92 Substantial and Initial Management Shareholders Substantial Shareholders . 94 Significant Shareholders . 94 Initial Management Shareholders . 95 Non disposal undertakings . 95 Share capital . 96 – iv – CONTENTS Page Financial information Indebtedness . .99 Disclosure under Chapter 17 of the GEM Listing Rules . 99 Liquidity, financial resources and capital structure . 100 Trading record . ..
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