IMPORTANT If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice. SJM Holdings Limited (incorporated in Hong Kong with limited liability under the Companies Ordinance) GLOBAL OFFERING Number of Offer Shares : 1,250,000,000 (subject to adjustment and the Over- Allotment Option) Number of Hong Kong Public Offering Shares : 187,500,000 Shares (subject to adjustment) Number of International Offering Shares : 1,062,500,000 Shares (subject to adjustment and the Over-Allotment Option) Offer Price : not more than HK$4.08 per Offer Share payable in full on application in Hong Kong dollars, plus brokerage fee of 1%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005%, subject to refund Nominal value : HK$1.00 per Share Stock Code : 880 Sole Global Coordinator, Bookrunner, Sponsor and Lead Manager 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 section headed “Documents Delivered to the Registrar of Companies and Available for Inspection” in Appendix VIII to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 38D of the Companies Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this Prospectus or any of the other documents referred to above. We expect to determine the Offer Price by agreement with the Global Coordinator on behalf of the Underwriters on the Price Determination Date. The Price Determination Date is expected to be on or around 3 July 2008 and, in any event, not later than 7 July 2008. The Offer Price will be not more than HK$4.08 and is currently expected to be not less than HK$3.08 unless otherwise announced. Applicants for Hong Kong Public Offering Shares are required to pay, on application, the maximum offer price of HK$4.08 for each Hong Kong Public Offering Share together with 1% brokerage, 0.004% SFC transaction levy and 0.005% Stock Exchange trading fee subject to refund if the Offer Price as finally determined should be lower than HK$4.08. The Global Coordinator (on behalf of the Underwriters, and with our consent) may reduce the number of Offer Shares being offered under the Global Offering and/or the indicative offer price range below that stated in this Prospectus (which is HK$3.08 to HK$4.08 per Share) at any time prior to the morning of the last day for the lodging of applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Public Offering Shares and/or the indicative offer price range will be published in the South China Morning Post (in English), the Hong Kong Economic Times and the Hong Kong Economic Journal (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 Offering Shares have been submitted prior to the day which is the last day for the lodging of applications under the Hong Kong Public Offering, then even if the number of Hong Kong Public Offering Shares and/or the indicative offer price range is so reduced, such applications cannot be subsequently withdrawn. Further details are set out in the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Public Offering Shares.” If, for whatever reason, we and the Global Coordinator are not able to agree on the Offer Price, the Global Offering (including the Hong Kong Public Offering) will not proceed. The Global Offering may be terminated by the Global Coordinator at any time prior to 8:00 a.m. on the Listing Date following the occurrence of certain events. See the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” set out in this Prospectus. 26 June 2008 EXPECTED TIMETABLE(1) Latest time to lodge PINK Application Forms for Eligible Employees 5:00 p.m. on Monday, employed in Hong Kong ..................................... 30 June 2008 Latest time to lodge PINK Application Forms for Eligible Employees 12:00 noon on Tuesday, employed in Macau ......................................... 1 July 2008 Application lists open(2) ....................................... 11:45 a.m. on Wednesday, 2 July 2008 Latest time to lodge WHITE and YELLOW Application Forms ....... 12:00 noon on Wednesday, 2 July 2008 Latest time to give electronic application instructions to HKSCC(3) . 12:00 noon on Wednesday, 2 July 2008 Latest time to complete electronic applications under White Form eIPO 11:30 a.m. on Wednesday, service through the designated website www.eipo.com.hk(4) ........ 2 July 2008 Latest time to complete payment of White Form eIPO applications by 12:00 noon on Wednesday, effecting internet banking transfer(s) or PPS payment transfer(s) ..... 2 July 2008 Application lists close ......................................... 12:00 noon on Wednesday, 2 July 2008 Price Determination Date(5) .................................... Thursday, 3 July 2008 (1): Announcement of the Offer Price, indication of the level of interest in the International Offering, level of applications in the Hong Kong Public Offering and basis of allocation of the Hong Kong Public Offering Shares to be published in the South China Morning Post (in English), the Hong Kong Economic Times and the Hong Kong Economic Journal (in Chinese)on ............................................... Wednesday, 9 July 2008 (2): Results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels (see paragraph headed “Publication of Results” in the section headed “How to Apply forHongKongPublicOfferingShares”)from .................... Wednesday, 9 July 2008 (3): A full announcement of the Hong Kong Public Offering containing (1) and (2) above will be published on the Stock Exchange’s website at www.hkex.com.hk and the Company’s website at www.sjmholdings.com from.................................. Wednesday, 9 July 2008 Despatch of share certificates with respect to wholly or partially successful applications on or before(6) .......................... Wednesday, 9 July 2008 Despatch of refund cheques with respect to wholly successful (if applicable) or wholly or partially unsuccessful applications on or before(7) .................................................. Wednesday, 9 July 2008 Dealings in Shares on the Stock Exchange to commence on ........... Thursday, 10 July 2008 (1) All times refer to Hong Kong local time. Details of the structure and conditions of the Global Offering, including its conditions, are set out in the section headed “Structure of the Global Offering” in this Prospectus. i EXPECTED TIMETABLE(1) (2) If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 am, and 12:00 noon on Wednesday, 2 July 2008, the application lists will not open on that day. See the paragraph headed “Effect of bad weather on the last application day” in the section headed “How to Apply for Hong Kong Public Offering Shares” in this Prospectus. (3) Applicants who apply for Public Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed “How to Apply for Hong Kong Public Offering Shares — Applying by giving electronic application instructions to HKSCC” in this Prospectus. (4) Applicants will not be permitted to submit their application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. Applicants who have already submitted their application and obtained an application reference number from the designated website prior to 11:30 a.m. 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. (5) The Price Determination Date, being the date on which the Offer Price is determined, is expected to be on or about Thursday, 3 July 2008 and, in any event, will be no later than Monday, 7 July 2008. If, for any reason, the Offer Price is not agreed by Monday, 7 July 2008, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. (6) Share certificates for the Hong Kong Public Offering Shares are expected to be issued on Wednesday, 9 July 2008, but will only become valid certificates of title at 8:00 a.m. on Thursday, 10 July 2008 provided that (i) the Global Offering has become unconditional in all respects and (ii) the right of termination as described in the section headed “Underwriting” in this Prospectus has not been exercised. (7) Applicants who applied for 1,000,000 Public Offer Shares or more and have indicated in their Application Form that they wish to collect refund cheque(s) (if applicable) and share certificate(s) (if applicable) in person may do so from our Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong from 9:00 am. to 1:00 p.m. on Wednesday, 9 July 2008 or any other date notified by us in the newspapers as the date of despatch of share certificate(s)/refund cheque(s).