招股说明书第一稿英文.docx

1、招股说明书第一稿英文IMPORTANTIf you are in any doubt about this prospectus, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional advisers.LOGO安瑞科集團Enric investment Group limited(Incorporated in the Cayman Islands with limited liability)LISTING ON THE GROW

2、TH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITEDBY WAY OF PLACINGNumber of Placing Shares :* Shares (subject to Offer Size Adjustment Option)Offer Price:HK$* per Offer ShareNominal Value:HK$* per ShareBoard Lot:*Stock Code:*Global Co-ordinator and SponsorChina Everbright Capital Limit

3、edUnderwriters*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 arisin

4、g 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 the paragraph headed “Documents delivered to the Registrar of Companies” in Appendix VII to this prospectus, has been registered by the Re

5、gistrar 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 for the contents of this prospectus or the documents r

6、eferred to above.The Placing Price is expected to be fixed by agreement between the Company and China Everbright Capital Limited (on behalf of the Underwriters) on the Price Determination Date, which is currently scheduled on or before *. The Placing Price will not be more than HK$* per Share and is

7、 expected to be not less than HK$* per Share. If the Company, * and China Everbright Capital Limited (on behalf of the Underwriters) are unable to reach an agreement on the Placing Price by that date or such later date as agreed by the Company, * and China Everbright Capital Limited (on behalf of th

8、e Underwriters), the Placing will not become unconditional and will not proceed.The obligations of the Underwriters to procure applicants to subscribe for, or failing which themselves to subscribe for, the Placing Shares are subject to termination if certain events including, without limitation, any

9、 act of God, war, riot, public disorder, civil commotion, economic sanctions, fire, flood, explosion, epidemic, terrorism, strike or lock-out or any escalation of hostilities involving Hong Kong, the PRC, the US occurs at any time before 6:00 p.m. on *, the day immediately preceding the expectedList

10、ing Date.* 2004CHARACTERISTICS OF GEMGEM has been established as a market designed to accommodate companies to which a high 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. Furt

11、hermore, 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 afte

12、r 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 susceptibl

13、e to high 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 GEM website operated by the Stock Exchange. GEM-listed compa

14、nies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to GEM website in order to obtain up-to-date information on GEM-listed issuers.EXPECTED TIMETABLEPRICE DETERMINATION (NOTE 2) *Allotment of

15、 Shares on or before *Announcement of the level of indication ofinterests in the Placing and whether the Offer SizeAdjustment Option has been exercised to be publishedon the GEM website at on or before *Despatch of Share certificate(s) on or before (Note 3) *Dealings in the Shares on GEM to commence

16、 on *Notes:1. All dates and times refer to Hong Kong local time.2. The Price Determination Date is expected to be on or before *.3. Placees of Shares will receive the share certificates for the Placing Shares via CCASS. Share certificates are expected to be issued in the name of HKSCC Nominees Limit

17、ed and deposited directly into CCASS on or before * for credit to the respective CCASS participants or investor participants stock accounts designated by the Underwriters or the placees, as the case may be. No temporary document of title will be issued.4. For details of the structure of the Placing,

18、 including its conditions, please see the section headed “Structure and conditions of the Placing” in this prospectus.CONTENTSYou should rely only on the information contained in this prospectus and the application forms to make your investment decision.The Company has not authorised anyone to provi

19、de you with information that is different 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 authorised by the Company, the Sponsor, the Underwriters, the directors of anyone of them, or any other person

20、 or party involved in the Placing. PageCHARACTERISTICS OF GEM iEXPECTED TIMETABLE iiSUMMARY OF THIS PROSPECTUS 1DEFINITIONS *GLOSSARY *RISK FACTORS *WAIVER FROM STRICT COMPLIANCE WITH THE GEM LISTING RULES *CONNECTED TRANSACTIONS *INFORMATION ABOUT THIS PROSPECTUS AND THE PLACING *DIRECTORS AND PART

21、IES INVOLVED IN THE PLACING *CORPORATE INFORMATION *INDUSTRIAL OVERVIEW *BUSINESS *INTRODUCTION *STRENGTHS OF THE GROUP *SHAREHOLDING STRUCTURE *HISTORY AND DEVELOPMENT *PRODUCTS *PRODUCTION FACILITIES *RAW MATERIALS *QUALITY CONTROL *LICENCES, PERMITS AND REGISTRATIONS *RESEARCH AND DEVELOPMENT *SA

22、LES AND MARKETING *COMPETITION *NON-COMPETITION UNDERTAKINGS *INTELLECTUAL PROPERTY *ENVIRONMENTAL ISSUES *INSURANCE *STATEMENT OF ACTIVE BUSINESS PURSUITS *STATEMENT OF BUSINESS OBJECTIVES AND STRATEGIES *DIRECTORS, SENIOR MANAGEMENT AND STAFF *SUBSTANTIAL, INITIAL MANAGEMENT AND SIGNIFICANT SHAREH

23、OLDERS *SHARE CAPITAL *FINANCIAL INFORMATION *UNDERWRITING *STRUCTURE AND CONDITIONS OF THE PLACING *APPENDIX I ACCOUNTANTS REPORT *APPENDIX II PROFORMA FINANCIAL INFORMATION *APPENDIX III PROFIT FORECAST *APPENDIX IV PROPERTY VALUATION *APPENDIX V SUMMARY OF THE CONSTITUTION OF THE COMPANY AND THE

24、LAWS OF THE CAYMAN ISLANDS *APPENDIX VI STATUTORY AND GENERAL INFORMATION *APPENDIX VII DOCUMENTS DELIVERED AND AVAILABLE FOR INSPECTION *SUMMARY OF THIS PROSPECTUSThis summary aims to give you an overview of the information contained in this prospectus. As this is a summary, it does not contain all

25、 the information that may be important to you. You should read the whole prospectus carefully before you decide to invest in the Placing Shares.There are risks associated with any investment. Some of the particular risks in investing in the Company are set out in the section headed “Risk factors” in

26、 this prospectus. You should read that section carefully before you decide to invest in the Placing Shares.*DEFINITIONSIn this prospectus, unless the context otherwise requires, the following expressions have the meanings set out below. Certain other terms are explained in the this section headed “G

27、lossary”.“Anhui BVI”Enric Anhui Investment Limited, an investment holding company incorporated in the British Virgin Islands on 29 April 2002 and is wholly owned by EIGL“associate(s)”has the meaning ascribed thereto in the GEM Listing Rules“Bengbu Compressor Factory”蚌埠壓縮機厰“Board”the board of Directo

28、rs“business day”any day (other than a Saturday) on which banks in Hong Kong are generally open for business“Capitalisation Issue”the issue of Share to be made upon the application of part of the share premium account of the Company referred to in the section headed “Written resolutions of all the sh

29、areholders of the Company passed on * 2004” in Appendix VI to this prospectus“CCASS”the Central Clearing and Settlement System established and operated by HKSCC“China” or “PRC”the Peoples Republic of China which, for the purposes of this prospectus, excludes Hong Kong, Taiwan and the Macau Special A

30、dministrative Region of the PRC“China Everbright Capital” or “Sponsor”China Everbright Capital Limited, a deemed licensed corporation to carry out regulated activities of advising on securities and corporate finance under the SFO“Company”Enric Investment Group Limited, an exempted company incorporat

31、ed in the Cayman Islands on * under the Companies Law with limited liability“Companies Law”the Companies Law (2003 Revision) (Cap. 22) of the Cayman Islands as amended, supplemented or otherwise modified from time to time“Companies Ordinance” the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)“connected persons(s)”has the meaning ascribed thereto under the GEM Listing Rules“Controlling Shareholder”*“Director(s)”the director(s) of the Company“Easywin”Easywin En