IMPORTANT If you are in any doubt about this prospectus, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser. * Zhejiang Shibao Company Limited A1A1 (a joint stock company incorporated in the People’s Republic of China with limited liability) R11.05 LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING OF H SHARES Number of Placing Shares : 86,714,000 H Shares Placing Price : Not more than HK$1.60 per H Share and A1A15(3)(c) is expected to be not less than HK$1.32 per H Share Nominal value per H Share : RMB1.00 per H Share Stock code : 8331 Sponsor ANGLO CHINESE CORPORATE FINANCE, LIMITED Joint Lead Managers and Joint Bookrunners ANGLO CHINESE CORPORATE FINANCE, LIMITED Co-Lead Managers Watterson Asia Limited Taiwan Securities (Hong Kong) Company Limited Co-Managers CSC Securities (HK) Limited Phillip Securities (Hong Kong) Limited Sun Hung Kai International Limited The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, R14.04 make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance S342C upon the whole or any part of the contents of this prospectus. Co. Ord. A copy of this prospectus, having attached thereto the documents specified in the paragraph headed “Documents delivered to the Registrar of Companies in Hong Kong” in appendix VI to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C 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. The Placing Price is expected to be fixed pursuant to the Price Determination Agreement on or before the Price Determination Time, which is expected to be on or before 5:00 p.m. on Monday, 8 May, 2006 (Hong Kong time) or such other date as may be agreed among our Company and the Joint Lead Managers (for themselves and on behalf of the other Underwriters), but in any event not later than 5:00 p.m. on Tuesday, 9 May, 2006 (Hong Kong time). The Placing Price will not be more than HK$1.60 per H Share and is currently expected to be not less than HK$1.32 per H Share. If, for whatever reason, our Company and the Joint Lead Managers (for themselves and on behalf of the other Underwriters) are unable to enter into the Price Determination Agreement on or before the Price Determination Time or such other date and time as may be agreed among our Company and the Joint Lead Managers (for themselves and on behalf of the other Underwriters) but in any event not later than 5:00 p.m. on Tuesday, 9 May, 2006 (Hong Kong time), the Placing will not become unconditional and will lapse immediately. In such event, our Company will issue an announcement to be published on the GEM website. Our Company is incorporated in the PRC as a joint stock company with limited liability, and its businesses are located in the PRC. Prospective investors A1A66 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 companies incorporated in the PRC. Prospective 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. Certain of such differences and risk factors are set out in the section headed “Risk factors” in, and “Appendix IV — Summary of principal legal and regulatory provisions and Articles of Association” to this prospectus. Prospective investors should note that Tai Fook (on behalf of the Joint Lead Managers and the other Underwriters), following due consultation with Anglo Chinese, is entitled to terminate the Underwriters’ obligations under the Underwriting Agreement by notice in writing to our Company, upon occurrence of any of the events set forth under the paragraph headed “Grounds for termination” in the section headed “Underwriting” in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the listing date (which is currently expected to be Tuesday, 16 May, 2006). Such events include, without limitation, those of a financial, political, industrial, economic, military, legal, regulatory, fiscal and, or other nature. * For identification purposes only 4 May, 2006 CHARACTERISTICS OF GEM GEM has been established as a market designed to accommodate companies to which a high R14.05 investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to higher market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers. — i — EXPECTED TIMETABLE 2006 3rd Sch. para 8 (Note 1) Co. Ord. Price Determination Time (Note 2) ........................ 5:00p.m.onMonday, 8 May Announcement of the final Placing Price, the level of R10.12(2) indication of interests in the Placing and the basis of allocation of the Placing Shares to be published on the GEM website at www.hkgem.com on or before .................. Friday, 12 May R16.16 R10.12(2) A1A15(3)(k) Deposit of H Share certificates on or before (Note 3) .....................Friday, 12 May Dealings in H Shares on GEM to commence on ........................Tuesday, 16 May A1A22 Notes: 1. All times refer to Hong Kong local time. 2. If, for whatever reason, our Company and the Joint Lead Managers (for themselves and on behalf of the other Underwriters) are unable to enter into the Price Determination Agreement on or before the Price Determination Time (which is expected to be on or before 5:00 p.m. on Monday, 8 May, 2006 (Hong Kong time), and in any event not later than 5:00 p.m. on Tuesday, 9 May, 2006 (Hong Kong time)), the Placing will not become unconditional and will lapse immediately. In such event, our Company will issue an announcement to be published on the GEM website. 3. Placees of the H Shares will receive H Share certificates via CCASS. H Share certificates are expected to be issued in the name of HKSCC Nominees Limited and deposited directly into CCASS on or about Friday, 12 May, 2006 for credit to the respective CCASS participants’ or investor participants’ stock accounts designated by the Underwriters or the placees, as the case may be. 4. Details of the structure of the Placing, including its conditions, are set out in the section headed “Structure and conditions of the Placing” in this prospectus. 5. Prospective investors should note that Tai Fook (on behalf of the Joint Lead Managers and the other Underwriters), following due consultation with Anglo Chinese, is entitled to terminate the Underwriters’ obligations under the Underwriting Agreement by notice in writing to our Company, upon occurrence of any of the events set forth under the paragraph headed “Grounds for termination” in the section headed “Underwriting” in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the listing date (which is currently expected to be Tuesday, 16 May, 2006). Such events include, without limitation, those of a financial, political, industrial, economic, military, legal, regulatory, fiscal and, or other nature. Accordingly, any H Share certificate relating to the Placing issued by our Company or deposited into CCASS prior to 8:00 a.m. (Hong Kong time) on the listing date will not constitute evidence of title to the H Shares. — ii — CONTENTS You should rely only on the information contained in this prospectus to make your investment decision. Our Company has not authorised anyone to provide you with information that is different from that contained in this prospectus. Any information or representation not made in this prospectus must not be relied upon by you as having been authorised by the Company, Anglo Chinese, Tai Fook, the Underwriters, any of their respective directors or employees or any other persons or parties involved in the Placing. The contents on the website www.shibaogroup.com do not form part of this prospectus. Page Expected timetable ....................................................... ii Summary ............................................................... 1 Definitions .............................................................. 11 Glossary of technical terms ............................................... 21 Risk factors ............................................................. 24 Waiver from compliance with GEM Listing Rules ............................