IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. POU SHENG INTERNATIONAL (HOLDINGS) LIMITED 寶 勝 國 際 （ 控 股 ） 有 限 公 司 (incorporated in Bermuda with limited liability) GLOBAL OFFERING Number of Offer Shares under : 823,378,000 Shares (subject to the Over- the Global Offering allotment Option) Number of Hong Kong Offer Shares : 82,338,000 Shares (subject to adjustment) Number of International Offer Shares : 741,040,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$3.75 per Offer Share payable in full on application in Hong Kong dollars, subject to refund, plus brokerage of 1%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005% Nominal value : HK$0.01 per Share Stock code : 3813 Sole Global Coordinator and Sole Financial Advisor Joint Bookrunners, Joint Lead Managers and Joint Sponsors 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 Appendix IX 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). A copy of this prospectus, having attached thereto the documents specified in Appendix IX to this prospectus, has been filed with the Registrar of Companies in Bermuda as required by the Companies Act. The Securities and Futures Commission of Hong Kong, the Registrar of Companies in Hong Kong and the Registrar of Companies in Bermuda take no responsibility for the contents of this prospectus or any of the other documents referred to above. The Offer Price is expected to be fixed by agreement between the Joint Bookrunners (on behalf of the Underwriters) and us on the Price Determination Date. The Offer Price will be not more than HK$3.75 and is currently expected to be not less than HK$2.93. Applicants for the Hong Kong Offer Shares and the Reserved Shares are required to pay, on application, the maximum Offer Price of HK$3.75 for each Hong Kong Offer Share and Reserved Share together with brokerage of 1%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005%, subject to any necessary rounding and refund if the Offer Price as finally determined is lower than HK$3.75. The Price Determination Date is expected to be on or around Friday, May 30, 2008 and, in any event, no later than Wednesday, June 4, 2008. The Offer Price will be announced in the South China Morning Post (in English) and in the Hong Kong Economic Times (in Chinese) as soon as practicable after the Offer Price is fixed. The Joint Bookrunners (on behalf of the Underwriters) may, with our consent, 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$2.93 to HK$3.75 per Offer Share) at any time prior to the morning of the last day for the lodging of applications under the Hong Kong Public Offering and the Preferential Offering. In such a case, an announcement will be published in the South China Morning Post (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 no later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering and the Preferential Offering. If applications for the Hong Kong Offer Shares and the Reserved Shares have been submitted prior to the day which is the last day for the lodging of applications under the Hong Kong Public Offering and the Preferential 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 out in the sections headed ‘‘Structure of the Global Offering’’ and ‘‘How to Apply for Hong Kong Offer Shares and Reserved Shares’’ in this prospectus. If, for whatever reason, we and the Joint Bookrunners are not able to agree on the Offer Price, the Global Offering will not proceed. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Sponsors (on behalf of the Hong Kong Underwriters) if certain grounds arise at any time prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the sub- section headed ‘‘Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for termination’’ in this prospectus. The Offer Shares have not been and will not be registered under the US Securities Act and may not be offered or sold, pledged or transferred within the United States, except that the Offer Shares may be offered, sold or delivered to Qualified Institutional Buyers in reliance on Rule 144A or other exemption(s) from registration under the US Securities Act or outside the United States in reliance on Regulation S under the US Securities Act. Prospective investors should consider carefully all the information set out in this prospectus and, in particular, the matters discussed in the section headed ‘‘Risk Factors’’ in this prospectus. May 26, 2008 EXPECTED TIMETABLE(1) Application lists open(2) ...................... 11:45a.m.onThursday,May29,2008 Latest time to lodge WHITE, YELLOW and BLUE ApplicationForms....................12:00noononThursday,May29,2008 Latest time to give electronic application instructions to HKSCC(3) ...................12:00noononThursday,May29,2008 Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(4) .................. 11:30a.m.onThursday,May29,2008 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) . 12:00 noon on Thursday, May 29, 2008 Applicationlistsclose........................12:00noononThursday,May29,2008 ExpectedPriceDeterminationDate........................... Friday,May30,2008 (1): Announcement of: . the Offer Price; . an indication of the level of interest in the International Offering; . the results of applications in the Hong Kong Public Offering and the Preferential Offering; and . the basis of allotment of the Hong Kong Offer Shares and the Reserved Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before . Thursday, June 5, 2008 (2): Results of allocations in the Hong Kong Public Offering and the Preferential Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels (see sub-section headed ‘‘How to Apply for Hong Kong Offer Shares and Reserved Shares — IV. Publication of Results, Dispatch/Collection of Share Certificates and Refunds of Application Monies’’ in this prospectus) from . Thursday, June 5, 2008 (3): A full announcement of the Hong Kong Public Offering and the Preferential Offering containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkex.com.hk(5) and the Company’s website at www.pousheng.com(6) from ........................... Thursday,June5,2008 – i – EXPECTED TIMETABLE(1) Dispatch of Share certificates in respect of wholly or partially successful applications on or before(7) . Thursday, June 5, 2008 Dispatch of refund cheques (if applicable) on or before . Thursday, June 5, 2008 Dealings in the Shares on the Stock Exchange expectedtocommenceon................................. Friday,June6,2008 (1) All times refer to Hong Kong local time unless otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section headed ‘‘Structure of the Global Offering’’ in this prospectus. (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 a.m. to 12:00 noon on Thursday, May 29, 2008, the application lists will not open on that day. See the sub-sections headed ‘‘How to Apply for Hong Kong Offer Shares and Reserved Shares — I. How to Apply for Hong Kong Offer Shares — 7. When may applications be made — (e) Effect of bad weather conditions on the opening of the application lists’’ and ‘‘How to Apply for Hong Kong Offer Shares and Reserved Shares — II. How to Apply for Reserved Shares — 5. When may applications be made — (c) Effect of bad weather conditions on the opening of the application lists’’ in this prospectus. (3) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to the sub-section headed ‘‘How to Apply for Hong Kong Offer Shares and Reserved Shares — I. How to Apply for Hong Kong Offer Shares — 5. How to apply through the White Form eIPO service’’ in this prospectus. (4) 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 prior to or at 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.