China Conch Venture Holdings Limited 中國海螺創業控股有限公司Limited Holdings Venture Conch China 中國海螺創業控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code : 586 GLOBAL OFFERING China Conch Venture Holdings Limited 中國海螺創業控股有限公司 Sole Sponsor Joint Global Coordinators Joint Bookrunners Joint Lead Managers Conch cover_D15(22mm).indd 1 04/12/2013 8:20 PM IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. China Conch Venture Holdings Limited 中 國 海 螺 創 業 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under : 265,000,000 Shares (subject to the the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 26,500,000 Shares (subject to adjustment) Number of International Offer Shares : 238,500,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$13.56 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$0.01 per Share Stock code : 586 Sole Sponsor Joint Global Coordinators Joint Bookrunners Joint Lead Managers 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 section headed ‘‘Documents Delivered to the Registrar of Companies and Available for Inspection’’ in Appendix VI, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance. 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 determined by agreement between the Joint Global Coordinators (on behalf of the Underwriters) and our Company on or around Thursday, December 12, 2013 and, in any event, not later than Monday, December 16, 2013. The Offer Price will be not more than HK$13.56 per Offer Share and is currently expected to be not less than HK$11.36 per Offer Share, unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, upon application, the maximum Offer Price of HK$13.56 per Offer Share for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$13.56 per Offer Share. If, for any reason, the Offer Price is not agreed by Monday, December 16, 2013 between the Joint Global Coordinators (on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. The Joint Global Coordinators (on behalf of the Underwriters) may, where considered appropriate and with our consent, reduce the number of Hong Kong Offer Shares and/or the indicative Offer Price range below that stated in this prospectus (which is HK$11.36 to HK$13.56) 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 Hong Kong Offer Shares and/or the indicative Offer Price range will be published in The Standard (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 the Stock Exchange at www.hkexnews.hk and on the website of our Company at www.conchventure.com. Further details are set forth in the sections headed ‘‘Structure of the Global Offering’’ and ‘‘How to Apply for Hong Kong Offer Shares’’ in this prospectus. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, includingthe risk factors set out in the section headed ‘‘Risk Factors’’ in this prospectus. Prospective investors of the Hong Kong Offer Shares should note that the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe, and to procure subscribers for, the Hong Kong Offer Shares, are subject to termination by the Joint Global Coordinators (on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed ‘‘Underwriting — Underwriting Arrangements and Expenses — The Hong Kong Public Offering — Grounds for Termination’’ in this prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States. The Offer Shares may be offered, sold or delivered outside the United States in offshore transactions in accordance with Regulation S. December 9, 2013 EXPECTED TIMETABLE Latest time for completing electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(2) .................................... 11:30a.m.on Thursday, December 12, 2013 Application lists open(3) ......................................... 11:45a.m.on Thursday, December 12, 2013 Latest time for lodging WHITE and YELLOW ApplicationForms........................................... 12:00noonon Thursday, December 12, 2013 Latest time for completing payment of WHITE Form eIPO applications by effecting internet banking transfer(s) orPPSpaymenttransfer(s)..................................... 12:00noonon Thursday, December 12, 2013 Latest time for giving electronic application instructions to HKSCC(4) ................................................ 12:00noonon Thursday, December 12, 2013 Application lists close(3) ......................................... 12:00noonon Thursday, December 12, 2013 Expected Price Determination Date(5) ................... Thursday,December12,2013 (1) Announcement of the final Offer Price, the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares to be published in The Standard (in English) and the Hong Kong Economic Times (in Chinese) on . Wednesday, December 18, 2013 (2) Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document or business registration numbers, where appropriate) to be available through a variety of channels as described in the section headed ‘‘How to Apply for Hong Kong Offer Shares — 11. Publication of Results’’ inthisprospectus.........................Wednesday, December 18, 2013 (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.conchventure.com(6) from ...........Wednesday, December 18, 2013 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a ‘‘search by ID’’ functionfrom .................................................Wednesday, December 18, 2013 – i – EXPECTED TIMETABLE Dispatch of Share certificates or deposit of the Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(7)(9) ...........................Wednesday, December 18, 2013 Dispatch of refund cheques and e-Refund payment instructions in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(8)(9) ...............Wednesday, December 18, 2013 Dealings in the Shares on the Stock Exchange expected tocommenceon................................................ Thursday, December 19, 2013 Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. (2) 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. If you have already submitted your application and obtained an application reference number from the designated website at or before 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. (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 Thursday, December 12, 2013, the application lists will not open or close 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 Hong Kong Offer Shares by giving electronic application instructions to HKSCC via CCASS should refer to the section headed ‘‘How to Apply for Hong Kong Offer Shares — 6. Applying by Giving Electronic Application Instructions to HKSCC via CCASS’’ in this prospectus. (5) ThePriceDeterminationDateisexpectedtobeonoraround Thursday, December 12, 2013 and, in any event, not later than Monday, December 16, 2013. If, for any reason, the Offer Price is not agreed between the Joint Global Coordinators (on behalf of the Underwriters) and us by Monday, December 16, 2013, the Global Offering will not proceed and will lapse. (6) Neither of the websites nor any of the information contained on any of those websites forms part of this prospectus.