CITIC IPO-final o_p.fh11 4/10/07 8:08 PM 頁 1 C M Y CM MY CY CMY K 合成的 IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain CO S342(2A) independent professional advice. China CITIC Bank Corporation Limited App 1A 1 (a joint stock limited company incorporated in the People's Republic of China with limited liability) GLOBAL OFFERING Number of OÅer Shares in the Global OÅering : 4,885,479,000 H Shares (subject to the Over-allotment Option) Number of Hong Kong OÅer Shares : 244,274,000 H Shares (subject to adjustment) App 1A 15(2)(a) Number of International OÅer Shares : 4,641,205,000 H Shares (subject to adjustment and the Over- CO 3rd Sch(1)2 allotment Option) CO 3rd Sch(1)9 Maximum oÅer price : HK$5.86 per H Share (payable in full on application, plus brokerage of 1%, SFC transaction levy of 0.004%, and Hong Kong App 1A 15(2)(c) Stock Exchange trading fee of 0.005% and subject to refund) Nominal value : RMB 1.00 each Stock code : 998 App 1A 15(2)(c) CO 3rd Sch(1)2 Joint Global Coordinators and Joint Bookrunners China International Capital Corporation Limited CITIC Securities Co., Ltd. Citigroup Global Markets Asia Limited The Hongkong and Shanghai Banking Corporation Limited Lehman Brothers Asia Limited (in alphabetical order) Joint Sponsors and Joint Lead Managers China International Capital Corporation (Hong Kong) Limited CITIC Securities Corporate Finance (HK) Limited Citigroup Global Markets Asia Limited The Hongkong and Shanghai Banking Corporation Limited Lehman Brothers Asia Limited (in alphabetical order) The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited, take no responsibility for the contents of this LR 11.20 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 speciÑed in the section headed ""Documents Delivered to the Registrar of CO S342C Companies and Available for Inspection'' in Appendix X, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Hong Kong Companies Ordinance. The Securities and Futures Commission of Hong Kong, 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 OÅer Price is expected to be Ñxed by an agreement between the Joint Global Coordinators (on behalf of the Underwriters), and us on the CK IE Note 9 Price Determination Date, which is expected to be on or before April 20, 2007 and, in any event, not later than April 25, 2007. The OÅer Price will be not more than HK$5.86 and is currently expected to be not less than HK$5.06. The Joint Global Coordinators, on behalf of the Underwriters, may, with our consent, reduce the number of OÅer Shares and/or the indicative oÅer price range below that stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public OÅering. For further information, see the section headed ""Structure of the Global OÅering.'' We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the diÅerences in the CK IE Note 8 legal, economic, and Ñnancial systems between the mainland of the PRC and Hong Kong, and that there are diÅerent risk factors relating to LR 19A.42(63) investment in companies incorporated in the PRC. Potential investors should also be aware that the regulatory framework in the PRC is diÅerent from the regulatory framework in Hong Kong, and should take into consideration the diÅerent market nature of our H Shares. Such diÅerences and risk factors are set forth in the sections headed ""Risk Factors'', and Appendix VII Ì ""Summary of Principal Legal and Regulatory Provisions'' and Appendix VIII Ì ""Summary of Articles of Association.'' April 16, 2007 CO S342 EXPECTED TIMETABLE(1) Latest time to lodge white and yellow Application Forms ÏÏÏÏÏÏ 12:00 noon on Thursday, April 19, 2007 Latest time to complete electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk(2) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12:00 noon on Thursday, April 19, 2007 Latest time to give electronic application instructions to HKSCC(3) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12:00 noon on Thursday, April 19, 2007 (4) Application lists open ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 11:45 a.m. on Thursday, April 19, 2007 CO 3rd Sch(1)(8) Application lists close ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12:00 noon on Thursday, April 19, 2007 App 1A 15(2)(f) Expected price determination date ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Friday, April 20, 2007 Announcement of the OÅer Price for H Shares under the Global OÅering and the oÅer price for A Shares under the A Share OÅering expected to be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Monday, April 23, 2007 Announcement of ¬ the level of applications in the Hong Kong Public OÅering; ¬ the indication of level of interest in the International CK 1E Note 13 OÅering; ¬ the results of applications in the Hong Kong Public OÅering (with successful applicants' identiÑcation document numbers, where appropriate); and ¬ the basis of allotment of the Hong Kong OÅer Shares to be published in South China Morning Post (in English), and Hong Kong Economic Times (in Chinese), on or before Thursday, April 26, 2007 App 1A 15(2)(k) Dispatch of H Share certiÑcates in respect of wholly or partially App 1A 15(2)(g) successful applications(5) on or beforeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Thursday, April 26, 2007 Dispatch of refund cheques in respect of wholly or partially unsuccessful applications on or beforeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Thursday, April 26, 2007 Dealings in H Shares on the Hong Kong Stock Exchange expected to commence on ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Friday, April 27, 2007 App 1A 22 (1) All times refer to Hong Kong local time. (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 prior to 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) Applicants who apply for Hong Kong OÅer Shares by giving electronic application instructions to HKSCC should refer to the section headed ""How to Apply for Hong Kong OÅer Shares Ì 6. Applying by giving electronic application instructions to HKSCC.'' (4) 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 am and 12:00 noon on Thursday, April 19, 2007, the application lists will not open on that day. See ""How to Apply for Hong Kong OÅer Shares Ì 7. When may applications be made Ì (e) EÅects of bad weather conditions on the opening of the application lists.'' (5) H Share certiÑcates will only become valid certiÑcates of title if the Hong Kong Public OÅering has become unconditional and neither the Hong Kong Underwriting Agreement nor the International Underwriting Agreement has been terminated in accordance with its terms, which will be at 8:00 a.m. on Friday, April 27, 2007. Investors who trade H Shares on the basis of publicly available allocation details prior to the receipt of H Share certiÑcates or prior to the H Share certiÑcates becoming valid certiÑcates of title do so entirely at their own risk. For details of the structure of the Global OÅering, including its conditions, see ""Structure of the Global OÅering.'' i CONTENTS This prospectus is issued by China CITIC Bank Corporation Limited solely in connection with the Hong Kong Public OÅering and the Hong Kong OÅer Shares and does not constitute an oÅer to sell or a solicitation of an oÅer to buy any security other than the Hong Kong OÅer Shares oÅered by this prospectus pursuant to the Hong Kong Public OÅering. This prospectus may not be used for the purpose of, and does not constitute, an oÅer or invitation in any other jurisdiction or in any other circumstances. No action has been taken to permit a public oÅering of the OÅer Shares in any jurisdiction other than Hong Kong and Japan and no action has been taken to permit the distribution of this prospectus in any jurisdiction other than Hong Kong. The distribution of this prospectus and the oÅering and sale of the OÅer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom. You should rely only on the information contained in this prospectus and the Application Forms to make your investment decision. We have not authorized anyone to provide you with information that is diÅerent from what is contained in this prospectus. Any information or representation not made in this prospectus must not be relied on by you as having been authorized by us, the Joint Global Coordinators, the Joint Sponsors, the Joint Lead Managers, the Underwriters, the Ñnancial advisors, their respective directors or any other person involved in the Global OÅering.