China Shenhua Energy Company Limited A1A(1)
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IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional Cos342 advice. China Shenhua Energy Company Limited A1A(1) Co 342(i)a(ii) (a joint stock limited company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Shares offered pursuant to the Global Offering: 3,063,500,000 H Shares (comprising 2,785,000,000 Offer Shares A1A(15)(2)(a) to be offered by the Company and 278,500,000 Offer Shares to A 6(1) be offered by the Selling Shareholder, subject to adjustment A1A(15)(1) and the Over-allotment Option) Co 3rd Sch.9 Number of Hong Kong Public Offer Shares: 153,175,000 H Shares (subject to adjustment) A1A(15)(2)(c) Number of International Offer Shares: 2,910,325,000 H Shares (subject to adjustment and the Over- A1A(23)(1) allotment Option) Co 3rd Sch(2) Maximum Offer Price: HK$9.25 per Offer Share (payable in full on application and subject to refund) Nominal Value: RMB1.00 each Share Stock Code: 1088 Joint Global Coordinators and Joint Bookrunners (in alphabetical order) China International Capital Deutsche Bank Merrill Lynch Far East Corporation Limited Limited Joint Sponsors and Joint Lead Managers (in alphabetical order) China International Capital Deutsche Bank AG, Merrill Lynch Far East Limited Corporation (Hong Kong) Limited Hong Kong Branch The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, LR.11 20 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 ‘‘Appendix X — Documents Delivered to the Registrar of Companies and Co 3rd Available For Inspection’’ in this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Sch(17) 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 other document referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (on behalf of the Underwriters) and us (for our Company and on behalf of the Selling Shareholder) on the Price Determination Date. The Price Determination Date is expected to be on or about 8 June 2005 and, in any event, not later than 13 June 2005. The Offer Price will be not more than HK$9.25 and is currently expected to be not less than HK$7.25. Applicants for Hong Kong Public Offer Shares are required to pay, on application, the maximum offer price of HK$9.25 for each Hong Kong Public Offer Share, together with a brokerage of 1%, SFC transaction levy of 0.005% and investor compensation levy of 0.002% and Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price should be lower than HK$9.25. The Joint Global Coordinators (on behalf of the Underwriters and with our and the Selling Shareholder’s consent) may reduce the number of Offer Shares and/or the indicative offer price range below that stated in this prospectus (which is HK$7.25 to HK$9.25) at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of 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 day which is the last day for lodging applications under the Hong Kong Public Offering. If applications for Hong Kong Public Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong Public Offering, then even if the number of Offer Shares and/or the indicative offer price range is so reduced, such applications cannot be subsequently withdrawn. Further details are set forth in ‘‘Structure of the Global Offering’’ and ‘‘How to apply for Hong Kong Public Offer Shares’’ in this prospectus. If, for whatever reason, we, the Selling Shareholder and the Joint Global Coordinators (on behalf of the Underwriters) are not able to agree on the Offer Price, the Global Offering (including the Hong Kong Public Offering) will not proceed. We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the differences in the legal, A1A(63) economic and financial systems between the PRC and Hong Kong, and the fact that there are different risks associated with 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 our H Shares. Such differences and risks are set forth in ‘‘Risk Factors’’ and ‘‘Appendix VII — Summary of Principal Legal and Regulatory Provisions’’ in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and/or purchase of and to procure applicants for the subscription for and/or purchase of the Hong Kong Public Offer Shares, are subject to termination by the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that trading in the Offer Shares commences on the Hong Kong Stock Exchange. Such grounds are set forth in ‘‘Underwriting’’ in this prospectus. It is important that you refer to that section for further details. 2 June 2005 Co. 342 EXPECTED TIMETABLE(1) (2) Application lists open ****************************** 11:45 a.m. on Tuesday, 7 June 2005 A1A 15(2)(f) Latest time to lodge WHITE and YELLOW Application Forms ****************************************** 12:00 noon on Tuesday, 7 June 2005 Latest time to give electronic application instructions to HKSCC(3) *************************************** 12:00 noon on Tuesday, 7 June 2005 Application lists close ******************************* 12:00 noon on Tuesday, 7 June 2005 Co 3rd Sch(8) Expected Price Determination Date(4)******************* Wednesday, 8 June 2005 Announcement of the Offer Price, the indication of level of A1A 15(k) interest in the International Offering, the results of PN 18(4.4) applications in the Hong Kong Public Offering and the basis of allotment of the Hong Kong Public Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before ***************************** Tuesday, 14 June 2005 Despatch of H Shares certificates and refund cheques(5) on or before**************************************** Tuesday, 14 June 2005 Dealings in H Shares on the Hong Kong Stock Exchange (6) expected to commence on************************** Wednesday, 15 June 2005 A1A(22) Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in ‘‘Structure of the Global Offering.’’ (2) If there is a ‘‘black’’ rainstorm warning or a tropical cyclone warning signal number 8 or above in force at any time between 9:00 a.m. and 12 noon on 7 June 2005, the application lists will not open on that day. Further information is set out in ‘‘How to Apply for Hong Kong Public Offer Shares — Effect of bad weather on the opening of the application lists.’’ (3) Applicants who apply for the Hong Kong Public Offer Shares by giving electronic application instructions to HKSCC should refer to ‘‘How to Apply for Hong Kong Public Offer Shares — Applying by giving electronic application instructions to HKSCC.’’ (4) The Price Determination Date, being the date on which the Offer Price and the number of Offer Shares in the Global Offering are to be determined, is expected to be on or about 8 June 2005 and, in any event, not later than 13 June 2005. If, for any reason, the Offer Price is not agreed by 13 June 2005, the Global Offering will not proceed and will lapse. (5) Refund cheques will also be issued in respect of wholly or partially unsuccessful applications and also in respect of successful applications in the event that the Offer Price is less than the initial price per H Share payable on application. Part of your Hong Kong Identity Card number/passport number, or, if you are joint applicants, part of the Hong Kong Identity Card number/passport number of the first-named applicant, provided by you may be printed on your refund cheque, if any. Such data would also be transferred to a third party to facilitate your refund. Your banker may require verification of your Hong Kong Identity Card number/passport number before encashment of your refund cheque. Inaccurate completion of your Hong Kong Identity Card number/passport number may lead to delay in encashment of or may invalidate your refund cheque. Applicants for 1,000,000 H Shares or more who have indicated in their Application Forms that they wish to collect refund cheques and H Share certificates personally from our H Share registrar may collect refund cheques and H Share certificates from Computershare Hong Kong Investor Services Limited at Rooms 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong from 9:00 a.m.