KINGBOARD CHEMICAL HOLDINGS LIMITED 建滔化工集團* (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 148)
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This announcement does not constitute an offer for sale of or invitation to subscribe for or purchase any securities nor is it calculated to invite any such offer or invitation. In particular, this announcement is not an offer of securities for sale in Hong Kong, the United States or elsewhere. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling shareholder and that will contain detailed information about the issuer and its management, as well as financial statements. KINGBOARD CHEMICAL HOLDINGS LIMITED 建滔化工集團* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 148) ANNOUNCEMENT PROPOSED DISCLOSEABLE TRANSACTION BY WAY OF SPIN-OFF AND SEPARATE LISTING OF HEBEI COALCHEM HOLDINGS LIMITED ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED Sole Sponsor to Hebei CoalChem ISSUE OF WEB PROOF INFORMATION PACK The following is a web proof information pack of Hebei CoalChem Holdings Limited, a subsidiary of Kingboard Chemical Holdings Limited. By Order of the Board Kingboard Chemical Holdings Limited Lo Ka Leong Company Secretary Hong Kong, 18 January 2010 As at the date hereof, the Board consists of Messrs. Cheung Kwok Wing, Chan Wing Kwan, Chang Wing Yiu, Cheung Kwong Kwan, Ho Yin Sang, Cheung Wai Lin, Stephanie and Mok Cham Hung, Chadwick, being the executive Directors, and Messrs. Cheng Wai Chee, Christopher, Henry Tan, Lai Chung Wing, Robert and Tse Kam Hung, being the independent non-executive Directors. * For identification purpose only Hong Kong Exchanges and Clearing Limited, the Stock Exchange of Hong Kong Limited and the Securities and Futures Commission 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 Hebei CoalChem Holdings Limited 河北煤化工控股有限公司 (incorporated in the Cayman Islands with limited liability) WARNING This Web Proof Information Pack is being published as required by The Stock Exchange of Hong Kong Limited (the “HKEx”)/the Securities and Futures Commission 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 can be material. By viewing this document, you acknowledge, accept and agree with Hebei CoalChem Holdings Limited (the “Company”), its sponsor, advisors and members of the underwriting syndicate that: (a) this Web Proof Information Pack is only 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 supplemental, revised or replacement pages on the website of HKEx does not give rise to any obligation of the Company, its sponsor, advisors and 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 this Web Proof Information Pack or supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual prospectus; (d) this Web Proof Information Pack is in draft form and may be changed, updated revised by the Company from time to time and the changes, updates and/or revisions could be material, but each of the Company and its affiliates, advisors, sponsor or 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, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to 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, advisors, sponsor 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 the Company nor any of its affiliates, advisors, sponsor or members of its 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; (i) each of the Company and any of its affiliates, advisors, sponsor or members of its underwriting syndicate expressly disclaims any and all liability on the basis of any information contained in, or omitted from, or any inaccuracies or errors in, this Web Proof Information Pack; (j) 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, as amended, (the “Securities Act”) or any state securities laws of the United States; and (k) 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, 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 THE SOLICATION 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. No offer or invitation will be made to the public in Hong Kong until after a prospectus of the Company is registered with the Registrar of Companies in Hong Kong. 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 INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Information Pack must be read in conjunction with the section headed ‘‘Warning’’ on the cover of this Information Pack. CONTENTS This Information Pack contains the following information relating to Hebei CoalChem Holdings Limited extracted from an amended version of the post-hearing proof of the draft document: • Summary • Definitions • Glossary of Technical Terms • Risk Factors • Forward-looking Statements • Directors and Parties Involved • Corporate Information • Industry Overview • Regulations • Business • History, Reorganization and Corporate Structure • Relationship with Kingboard • Directors, Senior Management and Staff • Financial Information • Future Plans • Appendix I — Accountants’ Report • Appendix IIIA — Profit Estimate for the Year Ended December 31, 2009 • Appendix IIIB — Profit Forecast for the Six Months Ending June 30, 2010 • Appendix IV — Property Valuation • Appendix V — Summary of the Constitution of the Company and the Cayman Islands Companies Law • Appendix VI — Statutory and General Information YOU SHOULD READ THE WARNING ON THE COVER OF THIS INFORMATION PACK. THIS INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Information Pack must be read in conjunction with the section headed ‘‘Warning’’ on the cover of this Information Pack. SUMMARY OVERVIEW CO 3rd Sch 1 We are one of the leading coke producers in Hebei province in China, based on our production volume for 2008, according to the Hebei Coke & Chemical Industry Association. Historically, the steel and metallurgical industries have been a major consumer of coke in China, accounting for approximately 85% of China’s end-market applications of coke in 2007, according to CEIC. In 2008, Hebei was the largest steel-producing province in China, accounting for 19.9% of the total steel production volume in China, according to CEIC. Hebei is also the second largest coke-producing province in China, accounting for 12.1% of China’s total coke production volume in 2008, according to the China Coking Industry Association. Our production facilities are located at Xingtai City in Hebei province, where we occupy a site of approximately 0.6 million square meters, and are currently capable of producing 1,960,000 tonnes of coke per annum. We produce coke by heating a mix of different types of coking coal, including 1/3 coking coal, fat coal, lean coal, main coking coal and gas coal. The principal customers for our coke are steel manufacturers located in Hebei province. We generally produce Class II coke, as this class of coke comprises the majority of our customers’ requirements. We believe the quality of our Class II coke generally falls on the higher end of the Class II coke industry standard, as it has comparatively low ash and sulfur contents and high mechanical strength compared to the specifications for Class II coke stipulated by the PRC General Administration of Quality Supervision, Inspection and Quarantine (國家質量監督檢驗檢疫總局).