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

Transcription

1 In this prospectus, unless the context otherwise requires, the following terms shall have the meanings set out below. Application Form(s) Articles of Association or Articles associates Beijing Cannes white and yellow application form(s), or where the context so requires, any ofthemwhichisusedinrelation to the Public Offering the articles of association of our Company as adopted on February 5, 2007 as amended from time to time hasthemeaningascribedtoitinthelistingrules a proposed property development project which is the subject of an undertaking by Mr. Wong in favor of the Company. See Relationship with Our Controlling Shareholder Relationship with Our Controlling Shareholder and Directors Beijing Cannes Option the option granted by Mr. Wong under the Beijing Cannes Option Agreement pursuant which we may acquire at our election, Mr. Wong s entire interest in Keensino or his attributable interests in the Beijing Cannes site Beijing Cannes Option Beijing Concord Beijing Concord Option Beijing Concord Option the agreement dated February 8, 2007 between Mr. Wong and the Company pursuant to which the Company has been granted the Beijing Cannes Option a proposed property development project to be developed by Beijing Project Company in respect of which we have an option to acquire a 50% interest. See Relationship with Our Controlling Shareholder Rights to Acquire Controlling Shareholders Interest in Kunshan International City, Beijing Concord and Beijing Cannes and other PRC property development projects the option granted by Mr. Wong under the Beijing Concord Option Agreement pursuant to which we may acquire, at our election, Mr. Wong s entire interest in Nexthill or Nexthill s 50% equity interest in Beijing Project Company the agreement dated February 8, 2007 between Mr. Wong and the Company pursuant to which the Company has been granted the Beijing Concord Option Beijing Project Company (Beijing Cheng Qian Property Development Company Limited), a sino-foreign equity joint venture established in China currently owned (i) as to 48%, by (Beijing Hui Hong Property Development Company Limited); (ii) as to 2% by (Beijing Zhaotai Real Estate Development Co., Ltd.); and (iii) as to 50% by (Nexthill Investment Limited); of whom (i) and (ii) are independent third parties Board of Directors or Board the board of Directors 15

2 Business Day BVI Capitalization Issue Charm World Cazenove CBRE CCASS CCASS Broker Participant CCASS Custodian Participant CCASS Investor Participant CCASS Participant Cheergain a day, other than a Saturday, Sunday or public holiday, on which banks in Hong Kong are generally open for business the British Virgin Islands the issue of 1,349,048,700 Shares to be made upon capitalization of an amount of HK$134,904,870 standing to the credit of the share premium account of the Company referred to under Written resolutions of the Then Shareholders of the Company in Appendix VII to this prospectus Charm World International Limited, a company incorporated in the BVI on September 21, 2005 with limited liability and our wholly owned subsidiary Cazenove Asia Limited, an entity licensed under the SFO for type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) activities CB Richard Ellis Limited the Central Clearing and Settlement System established and operated by HKSCC a person admitted to participate in CCASS as a broker participant a person admitted to participate in CCASS as a custodian participant a person admitted to participate in CCASS as an investor participant, who may be an individual or joint individuals or a corporation a CCASS Broker Participant or a CCASS Custodian Participant or a CCASS Investor Participant Cheergain Group Limited, a company incorporated in the BVI on February 8, 2005 with limited liability and our wholly owned subsidiary China Channel China Channel Limited, a company incorporated in the BVI on August 15, 1996 with limited liability and our wholly owned subsidiary China View CLD Colliers Companies Law China View Group Limited, a company incorporated in the BVI on August 15, 1996 with limited liability and which is wholly owned by PCH Concord Land Development Company Limited, an exempted company incorporated in the Cayman Islands on July 26, 1996 with limited liability Colliers International (Hong Kong) Limited, an independent third party the Companies Law, Cap.22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands 16

3 Companies Ordinance Company, our Company Concord City Concord Properties connected person Construction Consultancy Co Construction Management Co Controlled Company controlling shareholder Deed of Undertaking Deed Poll Director(s) Frank Union General Option the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time China Properties Group Limited ( ), an exempted company incorporated in the Cayman Islands with limited liability on March 14, 2005 under the Companies Law a property development project undertaken by our operating subsidiary, Jingan Concord. See Business Property Descriptions Concord City Concord Properties Holding (Shanghai) Limited, a company incorporated in Hong Kong on March 3, 1992 with limited liability and our wholly owned subsidiary has the meaning ascribed to it in the Listing Rules (Shanghai Zhengtian Construction Management and Consultancy Company Limited), a wholly foreign owned enterprise established in the PRC on December 21, 2005 with limited liability and our wholly owned subsidiary (Shanghai Baili Construction Management and Consultancy Company Limited), a wholly foreign owned enterprise established in the PRC on April 4, 2005 with limited liability and our wholly owned subsidiary in respect of Mr. Wong, means a body corporate which, if it were a company listed on the Stock Exchange, would be treated as his subsidiary for the purpose of the Listing Rules, but excluding any member of the Group has the meaning ascribed thereto in the Listing Rules, and controlling interest shall be construed accordingly the deed of undertaking dated February 8, 2007 between Mr. Wong and the Company pursuant to which Mr. Wong agreed to provide certain undertakings as a controlling shareholder of the Company a deed poll dated February 8, 2007 and executed by the Company to set out the rules relating to the purchase of properties by the directors of our Company and our subsidiaries (excluding Mr. Wong and his associates) the directors of our Company Frank Union Limited, a company incorporated with limited liability in Hong Kong and a wholly owned subsidiary of PCH the option granted by Mr. Wong under the General Option Agreement pursuant to which we may acquire certain of Mr. Wong s interests in properties in the PRC, other than those subject to the Beijing Cannes Option, the Beijing Concord Option and Kunshan Option and certain other excluded property interests 17

4 General Option Global Coordinator Global Offering Group, our Group, we, us or our Hillwealth HK$ or HK dollar HKFRS HKAS HKICPA HKSCC HKSCC Nominees Hong Kong or HK independent third party(ies) Indopark International Offering International Offering Shares International Underwriters International Underwriting Jingan Concord the agreement dated February 8, 2007 between Mr. Wong and the Company pursuant to which the Company has been granted the General Option MLI the Public Offering and the International Offering the Company and its subsidiaries or, where the context so requires, in respect of the period prior to the Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were the subsidiaries of the Company at that time Hillwealth Holdings Limited, a company incorporated in the BVI on February 8, 2005 with limited liability and wholly owned by Mr. Wong Hong Kong dollar, the lawful currency of Hong Kong Hong Kong Financial Reporting Standards issued by HKICPA Hong Kong Accounting Standards Hong Kong Institute of Certified Public Accountants Hong Kong Securities Clearing Company Limited HKSCC Nominees Limited, a wholly owned subsidiary of HKSCC The Hong Kong Special Administrative Region of the PRC a person(s) or company(ies) who/which is or are independent of and not connected with our Company and our connected persons Indopark Holdings Limited the offering by the Company of the International Offering Shares to institutional and professional investors, as further described in Structure and Conditions of the Global Offering in this prospectus the 405,000,000 Shares offered under the International Offering the underwriters of the International Offering, led by the Global Coordinator, who are expected to enter into the International Underwriting Agreement the purchase agreement relating to the International Offering which is expected to be entered into among us, the International Underwriters and the Global Coordinator on or around February 14, 2007 (Shanghai Jingan-Concord Real Estate Co., Ltd.), a wholly foreign owned enterprise established in the PRC on February 3, 1993 with limited liability and our wholly owned subsidiary 18

5 Joint Sponsors Keensino Kunshan International City Kunshan Option Kunshan Option the joint sponsors for the listing of our Shares on the Stock Exchange, being MLFE and Cazenove Keensino Investment Limited, a company incorporated in the BVI with limited liability which is beneficially owned as to 50% by Mr. Wong a proposed property development project of which we have an option to acquire under the Kunshan Option Agreement. See Relationship with Our Controlling Shareholder Rights to Acquire Controlling Shareholders Interest in Kunshan International City, Beijing Concord and Beijing Cannes and other PRC property development projects the option granted by Mr. Wong under the Kunshan Option Agreement pursuant to which we may acquire Mr. Wong s entire interest in Rich Palace the agreement dated February 8, 2007 between Mr. Wong and the Company pursuant to which the Company has been granted the Kunshan Option Kunshan Properties (Kunshan Concord City (Immovable Property) Management Co., Ltd.), a wholly foreign owned enterprise established in the PRC on August 23, 2001 with limited liability which is whollyownedbyrichpalace LAT (Land Appreciation Tax) as defined in (the Provisional Regulations of the PRC on Land Appreciation Tax) and the implementation rules of these regulations as described in Appendix V to this prospectus Latest Practicable Date Listing Listing Date Listing Rules Minhang Concord February 2, 2007, being the latest practicable date prior to the printing of this prospectus for the purpose of ascertaining certain information contained in this prospectus the listing of, and dealings in, the Shares on the Stock Exchange the date on which dealings in the Shares first commence on the Stock Exchange the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time (Shanghai Minhang Concord Property Development Co., Ltd.), a wholly foreign owned enterprise established in the PRC on June 16, 1997 with limited liability and our wholly owned subsidiary MLFE Merrill Lynch Far East Limited, an entity licensed under the SFO for type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) activities MLI Merrill Lynch International 19

6 Mr. Wong Nexthill Offer Price Offer Shares Office License Over-allotment Option PBOC PBOCRate PCH PRC or China PRC GAAP Price Determination Date Property Management Co Mr. Wong Sai Chung, the controlling shareholder and managing director of our Company Nexthill Investment Limited, a company incorporated in the BVI with limited liability which is indirectly wholly owned by Mr. Wong the final HK dollar price per Share (exclusive of brokerage, SFC transaction levy and Stock Exchange trading fee) at which the Shares are to be subscribed for and issued pursuant to the Public Offering, to be determined as further described in Structure and Conditions of the Global Offering Pricing and Allocation in this prospectus the Public Offering Shares and the International Offering Shares, together with any additional Shares allotted and issued pursuant to the exercise of the Over-allotment Option a license agreement dated February 8, 2007 between Frank Union and the Company in respect of the license for the use of the principal place of business of the Company in Hong Kong the option to be granted by the Company to the International Underwriters, exercisable by the Global Coordinator on behalf of the International Underwriters, within 30 days after the last day for the lodging of applications under the Public Offering, to require us to allot and issue up to an aggregate of 67,500,000 additional new Shares, representing in aggregate 15% of the initial Offer Shares, at the Offer Price, solely to cover over-allocations in the International Offering, if any (the People s Bank of China), the central bank of the PRC theexchangerateforforeignexchange transactions set daily by the PBOC based on the previous day s China interbank foreign exchange market rate and with reference to current exchange rates on the world financial markets Pacific Concord Holding Limited, a company incorporated in Hong Kong with limited liability and wholly owned by Mr. Wong the People s Republic of China. Except where the context requires, geographical references in this prospectus to the PRC or China exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan accounting principles generally accepted in the PRC the date, expected to be on or around February 14, 2007, on which the Offer Price is fixed for the purposes of the Global Offering (Shanghai Yingduoli Property Management Company Limited), a limited liability company established in the PRC on June 22, 1999 and held as to 50% by each of Jingan Concord and Minhang Concord 20

7 Public Offering Public Offering Shares Public Offering Underwriters Public Offering Underwriting QIBs Regulation S Reorganization the offer by the Company of the Public Offering Shares for subscription by the public in Hong Kong for cash at the Offer Price, on and subject to the terms and conditions described in this prospectus and the Application Forms the 45,000,000 new Shares (subject to adjustment as described in the section headed Structure and Conditions of the Global Offering in this prospectus) being offered by us for subscription pursuant to the Public Offering the underwriters of the Public Offering listed in Underwriting Public Offering Underwriters the underwriting agreement dated February 8, 2007 relating to the Public Offering entered into among us, the Public Offering Underwriters and the Global Coordinator qualified institutional buyers within the meaning of Rule 144A Regulation S under the US Securities Act the corporate reorganization effected in anticipation of our listing which is more particularly described in the section headed Further Information about the Company and its Subsidiaries in Appendix VII to this prospectus Rich Palace Rich Palace Investments Limited, a company incorporated on January 2, 2003 with limited liability in the BVI and wholly owned by Mr. Wong RMB or Renminbi Rule 144A SAFE SFC SFO Shanghai Cannes Shareholder(s) Share Option Scheme Renminbi yuan, the lawful currency of the PRC Rule 144A under the US Securities Act (the PRC State Administration of Foreign Exchange), the PRC Government agency responsible for matters relating to foreign exchange administration the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time a property development project undertaken by our operating subsidiary, Minhang Concord. See Business Property Descriptions Shanghai Cannes holder(s) of Share(s) the share option scheme conditionally adopted by the Company pursuant to a resolution passed by all its Shareholders on February 5, 2007, a summary of the principal terms of which is set out in the section headed Statutory and General Information Share Option Scheme in Appendix VII to this prospectus 21

8 Shares ordinary shares of HK$0.10 each in the share capital of the Company Silatop Silatop Associates Limited, a company incorporated in the BVI on September 30, 1999 with limited liability and our wholly owned subsidiary Stock Exchange substantial shareholder Takeovers Code The Stock Exchange of Hong Kong Limited a person who is entitled to exercise, or control the exercise of, 10% or more of the voting power at any of our general meetings The Hong Kong Code on Takeovers and Mergers Track Record Period the period comprising the three financial years ended December 31, 2005 and the nine months ended September 30, 2006 Underwriters Underwriting Agreements United States or US US$ or US dollars US Securities Act the Public Offering Underwriters and the International Underwriters the Public Offering Underwriting Agreement and the International Underwriting Agreement the United States of America, including its territories and possessions United States dollars, the lawful currency of the United States the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder Winnic Winnic Limited, a company incorporated in the BVI on January 11, 2005 with limited liability and our wholly owned subsidiary Winsan Wise Way (Winsan (Shanghai) Industrial Corporation Ltd.), a joint stock limited company established in the PRC whose A shares are listed on the Shanghai Stock Exchange Wise Way International Limited, a company incorporated in the BVI on January 15, 2001 with limited liability and our wholly owned subsidiary For the purpose of illustration only and unless otherwise specified in this prospectus, amounts denominated in Renminbi were translated into HK dollars, and amounts denominated in HK dollars were translated into US dollars, as follows. For our financial data of 2003 and 2004, including our income statement, balance sheet and statement of cash flow, amounts denominated in Renminbi were translated into HK dollars at the exchange rate of RMB1.061 to HK$1.00. For our financial data of 2005 in our income statement and statement of cash flow, we used the exchange rate of RMB1.052 to HK$1.00 for translation into HK dollars. For our financial data as at December 31, 2005 in our balance sheet, we used the exchange rate of RMB1.043 to HK$1.00 for translation into HK dollars. For our financial data of the nine months ended on September 30, 2006 in our income statement and statement of cash flow, we used the exchange rate of RMB to HK$1.00 for translation into HK dollars. For our financial data as at September 30, 2006 in our balance sheet, we used the exchange rate of RMB to HK$1.00 for translation into HK dollars. For our financial data as at December 31, 2006, we used the exchange rate of RMB to HK$1.00 for translation into HK dollars. Amounts denominated in HK dollars were translated into US dollars at the exchange rate of HK$ to US$1.00, which was the noon buying rate in New York city for cable 22

9 transfers as certified for customs purposes by the Federal Reserve Bank of New York on September 29, No representation is made that any amounts in RMB, US$ or HK$ can be or could have been at the relevant dates converted at the above rates or any other rates at all. Any discrepancies in any table between the total shown and the sum of the amounts listed are due to rounding. N/A means not applicable. If there is any inconsistency between the Chinese names of the PRC entities mentioned in this prospectus and their English translations, the Chinese version shall prevail. Unless expressly stated or the context requires otherwise, all data in this prospectus is as of the date of this prospectus. Unless otherwise specified, all references to any shareholdings in the Company assume no exercise of the Over-allotment Option. 23