DEFINITIONS. In this prospectus, unless the context otherwise requires, the following terms shall have the meanings indicated.

Transcription

1 In this prospectus, unless the context otherwise requires, the following terms shall have the meanings indicated Ontario Ontario Inc., a company incorporated in Canada on 23rd March, 1994 and wholly owned by CFS Applications Form(s) associate(s) Bermuda Companies Act Bermuda Principal Registrar Board BMW BMW Lifestyle products Brimeland Business Day BVI Bye-laws Canada CCASS CFS China or PRC CLSA white application form(s) and yellow application form(s) or, where the context so requires, either of them has the meaning ascribed thereto in the Listing Rules the Companies Act 1981 of Bermuda (as amended) Reid Management Limited the board of Directors Bayerische Motoren Werke AG, Munich, Germany BMW-branded line of merchandise comprising sports and leisure apparel and accessories, including ladies and men s clothing and accessories Brimeland Company Limited, a company incorporated in Hong Kong on 25th March, 1983 with limited liability and dissolved on 20th April, 2003 any day (other than a Saturday or a Sunday) on which banks in Hong Kong are generally open for normal banking business the British Virgin Islands the bye-laws of the Company Canada, its provinces, its territories and all areas subject to its jurisdiction the Central Clearing and Settlement System established and operated by HKSCC CFS International Inc., a company incorporated in Edmonton, Alberta, Canada on 7th December, 1964 with limited liability whose securities are listed on the TSX Venture; it is owned as to approximately 82.77% by PIEL The People s Republic of China, but for the purposes of this prospectus and for geographical reference only (unless otherwise indicated) excluding Taiwan, Macau and Hong Kong CLSA Equity Capital Markets Limited, a person licensed to carry out Types 4, 6 and 9 regulated activities as set out in Schedule 5 to the Securities and Futures Ordinance, acting as the sponsor to the Offering 10

2 Company Concessions Director(s) ESL PORTS DESIGN LIMITED, an exempted company incorporated under the laws of Bermuda with limited liability on 28th June, 2002 the concession counters or sales areas occupied by the Group in various department stores or hotels in the PRC and Hong Kong the director(s) of the Company Etac Sales Limited Etac Etac Fashion (Xiamen) Ltd. ( ), a wholly foreignowned enterprise established on 18th May, 1993 under the laws of the PRC and wholly-owned by PAHL Etac Trade Mark the trade mark and logo of assigned to PAHL for the marketing and sale of the Group s products in the Territory and the subject matter of the Etac Trade Mark Agreement as more particularly set out in the paragraph headed Intellectual property in Appendix VI to this prospectus Etac Trade Mark First PAHL Trade Mark GDP Global Coordinator or Lead Manager Group HKSCC Hong Kong or HK Hong Kong Branch Share Registrar Hong Kong Companies Ordinance the agreement dated 9th October, 2002 entered into by Etac and PAHL whereby Etac agreed to assign the Etac Trade Mark to PAHL, as described in the paragraph headed Intellectual property in Appendix VI to this prospectus the agreement dated 9th October, 2002 entered into by PII and PAHL whereby PII agreed to assign certain PAHL Trade Marks to PAHL, as described in the paragraph headed Intellectual property in Appendix VI to this prospectus gross domestic product CLSA Limited, a person licensed to carry out Types 1, 4, 6 and 9 regulated activities as set out in Schedule 5 to the Securities and Futures Ordinance the Company and its subsidiaries or, where the context so requires, in respect of the period before the Company became the holding company of its present subsidiaries, the present subsidiaries or the businesses currently operated by such subsidiaries, as the case may be the Hong Kong Securities Clearing Company Limited the Hong Kong Special Administrative Region of the PRC Computershare Hong Kong Investor Services Limited the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) 11

3 Hong Kong dollars or HK dollars or HK$ and cents Hong Kong Offer Shares Hong Kong Public Offering Hong Kong Underwriters Hong Kong Underwriting IFRSs International Placing International Placing Shares International Underwriters Hong Kong dollars and cents respectively, the lawful currency for the time being of Hong Kong the 3,500,000 New Shares, subject to adjustment as described in the section headed Structure of the Offering, being offered under the Hong Kong Public Offering an offer of Hong Kong Offer Shares for subscription by the public in Hong Kong (subject to adjustment as described in the section headed Structure of the Offering ) at the Offer Price (plus brokerage of 1% of the Offer Price, Stock Exchange trading fee of 0.005% of the Offer Price, SFC transaction levy of 0.005% of the Offer Price and an investor compensation levy of 0.002% of the Offer Price) on the terms and subject to the conditions described in the section headed Structure of the Offering The Hong Kong Public Offering the underwriters listed in the section headed Underwriting Hong Kong Underwriters the underwriting agreement dated 20th October, 2003 relating to the Hong Kong Public Offering and entered into by, among others, the Company, the Global Coordinator and the Hong Kong Underwriters as further described in the section headed Underwriting Underwriting Arrangements and Expenses the International Financial Reporting Standards, which include standards and interpretations approved by the International Accounting Standards Board (IASB), and the International Accounting Standards (IASs) and interpretations issued by the International Accounting Standards Committee (IASC) the conditional placing of the International Placing Shares for cash at the Offer Price (plus brokerage of 1% of the Offer Price, Stock Exchange trading fee of 0.005% of the Offer Price, SFC transaction levy of 0.005% of the Offer Price and an investor compensation levy of 0.002% of the Offer Price), as further described in the section headed Structure of the Offering The International Placing the 31,500,000 Shares (comprising 21,500,000 New Shares and 10,000,000 Sale Shares) under the International Placing, together, where relevant, with any additional Shares to be issued pursuant to the exercise of the Overallotment Option initial purchasers of the International Placing Shares listed in the section headed Underwriting International Underwriters 12

4 International Underwriting the underwriting agreement relating to the International Placing to be entered into on or about 25th October, 2003 by, among others, the Company, the Selling Shareholder, the Global Coordinator and the International Underwriters, as further described in the section headed Underwriting International Placing Issuing Mandate the general unconditional mandate given to the Directors by the Shareholders relating to the issue of new Shares, further details of which are contained in the paragraph headed Resolutions of the shareholders of the Company passed on 14th October, 2003 in Appendix VI to this prospectus Latest Practicable Date Listing Committee Listing Date Listing Rules Memorandum of Association or Memorandum Mr. Bourque Mr. Chan Mr. Tan Mr. Zou New Shares OEM 14th October, 2003, being the latest practicable date prior to the printing of this prospectus for ascertaining certain information contained in this prospectus the Listing Committee of the Stock Exchange the date, expected to be on or about 31st October, 2003, on which the Shares are listed and from which dealings therein are permitted to take place on the Stock Exchange the Rules Governing the Listing of Securities on the Stock Exchange the memorandum of association of the Company as currently adopted Mr. Bourque, Pierre Frank, an executive Director Mr. Chan, Kai Tai Alfred, an executive Director Mr. Tan, Han Kiat Edward, an executive Director Mr. Zou, Jianning, a Shareholder who will be interested in approximately 1.53% of the issued share capital of the Company immediately after completion of the Offering, assuming no exercise of the Over-allotment Option a total of 25,000,000 Shares being offered by the Company excluding Shares which may be issued pursuant to the exercise of the Over-allotment Option original equipment manufacturer, a manufacturer who co-ordinates the production of products according to orders and specifications provided by customers 13

5 Offer Price Offer Shares Offering Over-allotment Option the Hong Kong dollar price per Offer Share (exclusive of brokerage, Stock Exchange trading fee, SFC transaction levy and investor compensation levy) at which Shares are to be subscribed and/or sold pursuant to the Offering, to be construed and determined as described in the section headed Structure of the Offering Determining the Offer Price the New Shares and the Sale Shares offered in the Offering, together, where relevant, with any additional Shares issued pursuant to the exercise of the Over-allotment Option the Hong Kong Public Offering and the International Placing the option to be granted by the Company to the Global Coordinator (on behalf of the International Underwriters) to require the Company to allot and issue up to an aggregate of 5,250,000 additional Shares at the Offer Price in connection with over-allocations in the International Placing, if any, details of which are described in the section headed Structure of the Offering Offering Mechanism PAHL Ports Asia Holdings Limited (formerly known as Smythe Capital Incorporated), a company incorporated in the BVI on 29th April, 1997 with limited liability and a wholly-owned subsidiary of the Company PAHL Trade Mark Agreements the First PAHL Trade Mark Agreement and the Second PAHL Trade Mark Agreement PAHL Trade Mark(s) the trade mark(s) and logo(s) of,, and assigned to PAHL for the marketing and sale of the products of the Group in the Territory and the subject matter of the PAHL Trade Mark Agreements as more particularly set out in the section headed Intellectual property in Appendix VI to this prospectus PDL Trade Mark the agreement dated 20th March, 2003 entered into by PII and the Company whereby PII agreed to assign the applications for registration of the PDL Trade Marks to the Company, as described in the section headed Intellectual property in Appendix VI to this prospectus PDL Trade Mark(s) the trade mark(s) and logo(s) of assigned or agreed to be assigned (as the case may be) for the marketing and sale of the products of the Group in the Territory and the subject matter of the PDL Trade Mark Agreement as more particularly set out in the section headed Intellectual property in Appendix VI to this prospectus PIB Ports International (Beijing) Co. Ltd. ( ), a wholly foreign-owned enterprise established on 25th May, 2000 under the laws of the PRC and wholly-owned by PAHL PIEL Ports International Enterprises Limited, a company incorporated in the BVI on 8th September, 1993 with limited liability and owned as to 50% by each of Mr. Chan and Mr. Tan 14

6 PIHK PIHK Limited, a company incorporated in Hong Kong on 12th January, 1973 with limited liability and owned as to 70% by Ontario, 22% by PIEL and 8% beneficially by Mr. Simon Chu PII Ports International Inc., a company incorporated in Canada on 31st October, 1994 and a wholly owned subsidiary of CFS PIMX Ports International Marketing (Xiamen) Ltd. ( ), a sino-foreign equity joint venture established on 6th September, 2001 under the laws of the PRC and owned as to 25% by PAHL and 75% by Etac PIRC PORTS Products PRC Government PRC Income Tax Law PRC-registered Trade Marks Ports International Retail Corporation, a company incorporated in Canada on 30th November, 1994 and a wholly-owned subsidiary of CFS ladies and men s fashion garments and accessories and other merchandise or products branded with the Trade Marks the central government of the PRC including all governmental subdivisions (including provincial, municipal and other regional or local government entities) and organs thereof or, as the context requires, any of them Income Tax Law for Enterprise with Foreign Investment and Foreign Enterprise of China the Trade Marks registered in the PRC PRHK Ports Retail (H.K.) Limited (formerly known as Milestone Holdings Limited), a company incorporated in Hong Kong on 7th August, 2002 and an indirect wholly-owned subsidiary of the Company Price Determination Price Determination Date QIBs Regulation S Reorganisation Reorganization Deed the agreement to be entered into among the Company, the Selling Shareholder and the Global Coordinator (on behalf of the Underwriters) on the Price Determination Date to record and fix the Offer Price the date, expected to be on or about 25th October, 2003, on which the Offer Price is fixed for the purposes of the Offering, and in any event no later than 29th October, 2003 qualified institutional buyers within the meaning of Rule 144A Regulation S of the US Securities Act the reorganisation of the group of companies now comprising the Group, completed on 3rd August, See the section headed Corporate reorganisation in Appendix VI to this prospectus the reorganization deed dated 3rd August, 2002, as described in the section headed Corporate reorganisation in Appendix VI to this prospectus 15

7 Repurchase Mandate retail outlets Retail Stores RMB and Renminbi Rule 144A SAFE the general unconditional mandate to repurchase Shares given to the Directors by the Shareholders, further details of which are contained in the paragraph headed Resolutions of the shareholders of the Company passed on 14th October, 2003 in Appendix VI to this prospectus Retail Stores and Concessions units, stores or shops rented by the Company for the Group s retail business operations the lawful currency for the time being of China Rule 144A under the US Securities Act the PRC State Administration for Foreign Exchange Sale Shares a total of 10,000,000 Shares being offered for sale by the Selling Shareholder SARS Second PAHL Trade Mark Securities and Futures Ordinance Selling Shareholder SFC Share Option Scheme Shareholder(s) Share(s) Sponsor sq.m. Stock Exchange Severe Acute Respiratory Syndrome the agreement dated 7th February, 2003 entered into by PII and PAHL whereby PII agreed to assign a PAHL Trade Mark to PAHL, as described in the section headed Intellectual property in Appendix VI to this prospectus the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) Suez Asia the Securities and Futures Commission of Hong Kong, established by the repealed Securities and Futures Commission Ordinance (Chapter 24 of the Laws of Hong Kong) and continuing in existence under section 3 of the Securities and Futures Ordinance the share option scheme conditionally approved and adopted by the Company on 14th October, 2003, the principal terms of which are summarised in the section headed Share Option Scheme in Appendix VI to this prospectus holder(s) of Share(s) share(s) of HK$0.01 each in the capital of the Company CLSA square metre The Stock Exchange of Hong Kong Limited 16

8 subsidiaries Suez Asia Takeovers Code Territory Tetrad Track Record Period has the meaning ascribed thereto in section 2 of the Hong Kong Companies Ordinance Suez Asia Holdings Pte. Limited, a company incorporated under the laws of Singapore on 20th May, 1995 with limited liability whose registered office is at 50 Raffles Place, #15-03 Singapore Land Tower, Singapore the Hong Kong Code on Takeovers and Mergers Asia (including but not limited to the PRC, Hong Kong, Macau, Taiwan, North Korea, South Korea, Mongolia, Cambodia, Thailand, India, Myanmar (Burma), Nepal, Pakistan, Japan, Philippines, Singapore, Laos, Australia (including Tasmania), New Zealand, Vietnam, Malaysia, Indonesia (including Sumatra and Borneo), Sri Lanka, Bangladesh, Papua New Guinea and all Pacific Islands, but excluding Russia and the Middle East) Tetrad Ventures Pte. Limited, a wholly-owned subsidiary of Government of Singapore Investment Corporation (Ventures) Pte. Ltd. the three financial years of the Company ended 31st December, 2002 and the six months ended 30th June, 2003 Trade Marks the trade marks and logos of PORTS,,,, and including but not limited to the PAHL Trade Marks, the PDL Trade Marks and the Etac Trade Mark, for the marketing and sale of the products of the Group in the Territory as more particularly set out in the section headed Intellectual property in Appendix VI to this prospectus TSX Venture Underwriters Underwriting Agreements United Kingdom or UK United States or US US dollars or US$ US Securities Act World Best WTO the TSX Venture Exchange Inc. of Canada the Hong Kong Underwriters and the International Underwriters the Hong Kong Underwriting Agreement and the International Underwriting Agreement the United Kingdom of Great Britain and Northern Ireland the United States of America, its territories, its possessions and all areas subject to its jurisdiction United States dollars, the lawful currency for the time being of the United States the US Securities Act of 1933, as amended from time to time World Best Creation Limited, a company incorporated in Hong Kong on 22nd June, 2001 with limited liability World Trade Organisation 17

9 XBG Xiamen Brimeland Garments Ltd. ( ), a wholly foreign-owned enterprise established on 26th June, 1990 under the laws of the PRC and wholly-owned by PAHL XXPT Xiamen Xiangyu Ports Trading Co., Ltd. ( ), a wholly foreign-owned enterprise established on 21st August, 1997 under the laws of the PRC and wholly-owned by PAHL % per cent If there is any inconsistency between the Chinese names of the PRC entities mentioned in this prospectus and their English translation, the Chinese version shall prevail. Unless otherwise specified, statements contained in this prospectus assume no exercise of the Overallotment Option. See the section headed Underwriting of this prospectus. Unless otherwise specified, translations of HK$ into US$, RMB into HK$ and HK$ into RMB in this prospectus are based on the rates set out below (for the purpose of illustration only): RMB1.00 : HK$ HK$1.00 : RMB1.07 HK$7.80 : US$1.00 No representation is made that any amounts in RMB, HK$ or US$ can be or could have been converted at the relevant dates at the above rates or any other rates or at all. 18