Global Offering
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China International Capital Corporation Limited (a joint stock limited company incorporated in the People's Republic of China) Stock code : 3908 GLOBAL OFFERING Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Financial Advisor CICC_cover_FINAL OP.indd 1 23/10/2015 下午4:41 IMPORTANT IMPORTANT: If you are in any doubt about this prospectus, you should obtain independent professional advice. China International Capital Corporation Limited 中國國際金融股份有限公司 (A joint stock limited company incorporated in the People’s Republic of China) GLOBAL OFFERING Number of Offer Shares under the Global Offering : 611,406,400 H Shares (comprising 555,824,000 H Shares to be offered by the Company and 55,582,400 H Shares to be sold by the Selling Shareholders subject to the Over-allotment Option) Number of International Offer Shares : 550,265,600 H Shares (subject to adjustment and the Over-allotment Option) Number of Hong Kong Offer Shares : 61,140,800 H Shares (subject to adjustment) Maximum Offer Price : HK$10.28 per H Share, plus brokerage of 1%, SFC transaction levy of 0.0027%, and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal Value : RMB1.00 per H Share Stock Code : 3908 Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Financial Advisor 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 the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). 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 Underwriters and us (for ourselves and on behalf of the Selling Shareholders) on the Price Determination Date. The Price Determination Date is expected to be on or around Friday, October 30, 2015 and, in any event, not later than Friday, November 6, 2015. The Offer Price will be not more than HK$10.28 and is currently expected to be not less than HK$9.12 per Offer Share. If, for any reason, the Offer Price is not agreed by Friday, November 6, 2015, the Global Offering will not proceed and will lapse. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$10.28 for each Hong Kong Offer Share together with brokerage fee 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 as finally determined is less than HK$10.28. The Underwriters’ Representative, on behalf of the Underwriters, and with our consent (for ourselves and on behalf of the Selling Shareholders) may, where considered appropriate, reduce the number of Hong Kong Offer Shares and/or the indicative Offer Price range stated in this prospectus at any time priortothe morning of the last day for lodging applications under the Hong Kong Public Offering. In such case, notices of the reduction in 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) as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Such notices will also be available on the website of our Company at www.cicc.com and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk. For further details, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. 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. We are incorporated, and a majority part of our 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 businesses. 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 Shares of our Company. Such differences and risk factors are set out in “Risk Factors”, “Appendix IV — Summary of Principal Legal and Regulatory Provisions” and “Appendix V — Summary of Articles of Association” in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Underwriters’ Representative (for itself and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See “Underwriting — Grounds for Termination” in this prospectus. October 27, 2015 EXPECTED TIMETABLE(1) Latest time to lodge PINK Application Forms ....... 6:00 p.m. on Wednesday, October 28, 2015 Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk (2)............. 11:30 a.m. on Friday, October 30, 2015 Application lists open(3) ........................... 11:45 a.m. on Friday, October 30, 2015 Latest time to lodge WHITE and YELLOW Application Forms ............................. 12:00 noon on Friday, October 30, 2015 Latest time to give electronic application (4) instructions to HKSCC ........................12:00 noon on Friday, October 30, 2015 Latest time to complete payment of White Form eIPO applications by effecting Internet banking transfer(s) or PPS payment transfer(s) .............. 12:00 noon on Friday, October 30, 2015 Application lists close............................ 12:00 noon on Friday, October 30, 2015 Expected Price Determination Date ............................. Friday, October 30, 2015 Announcement of • the Offer Price; • the level of applications in the Hong Kong Public Offering; • the level of indications of interest in the International Offering; and • the basis of allocation of the Hong Kong Offer Shares to be published (a) in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese); (b) on our website at www.cicc.com (5) and the website of the Hong Kong Stock Exchange at www.hkexnews.hk (6) on or before ......................... Friday, November 6, 2015 Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers where appropriate) to be available through a variety of channels (see the “How to Apply for Hong Kong Offer Shares — 11. Publication of Results”) from ................ Friday, November 6, 2015 Results of allocations in the Hong Kong Public Offering to be available at www.iporesults.com.hk with a “search by ID” function ................................... Friday, November 6, 2015 H Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before (7) .................................... Friday, November 6, 2015 —i— EXPECTED TIMETABLE(1) White Form e-Refund payment instructions/refund cheques in respect of wholly or partially unsuccessful applications to be dispatched on or before(7)(8)(9) ............................... Friday, November 6, 2015 Dealings in H Shares on the Hong Kong Stock Exchange expected to commence at 9:00 a.m. on ...................... Monday, November 9, 2015 (1) All times refer to Hong Kong local time, except as otherwise stated. Details of the structure of the Global Offering, including conditions of the Hong Kong Public Offering, are set forth in “Structure of the Global Offering” in this prospectus. (2) If you have already submitted your application through the designated website at www.eipo.com.hk and obtained an application reference number 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. 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. (3) If there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, October 30, 2015, the application lists will not open on that day. See “How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” in this prospectus. (4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to “How to Apply for Hong Kong Offer Shares — 6. Applying by Giving Electronic Application Instructions to HKSCC via CCASS” in this prospectus. (5) None of the website or any of the information contained on the website forms part of this prospectus.