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Transcript
CORNERSTONE INVESTOR
The Cornerstone Placing
We have entered into a cornerstone investment agreement with Best Investment Corporation (the
Cornerstone Investor) which has agreed to subscribe at the Offer Price for such number of Offer
Shares that may be purchased with an aggregate amount of US$50 million. Assuming an Offer
Price of HK$13.98, the mid-point of the estimated Offer Price range set forth in this prospectus, the
total number of Shares to be subscribed for by the Cornerstone Investor would be 27,753,750
Shares, representing approximately 1.9% of our issued and outstanding share capital after the
Global Offering (assuming that the Over-allotment Option is not exercised) and approximately 7.6%
of the total number of shares offered under the Global Offering (assuming that the Over-allotment
Option is not exercised) . The Cornerstone Investor is an independent third party and not connected
with us. The Cornerstone Investor will not subscribe for any Offer Shares under the Global Offering
other than pursuant to the cornerstone investment agreement. Immediately following the
completion of the Global Offering, the Cornerstone Investor will not have any board representation
in our Company and will not become a substantial shareholder of our Company. The shareholding
of the Cornerstone Investor will be counted towards the public float of our Shares. Details of the
number of Shares allocated to the Cornerstone Investor will be set out in the announcement of
result of allocation — see the section headed ‘‘Expected Timetable’’ in this prospectus for further
details.
The Offer Shares to be subscribed for by the Cornerstone Investor will not be affected by any
reallocation of the Offer Shares between the International Placing and the Hong Kong Public
Offering in the event of over-subscription under the Hong Kong Public Offering as described in the
‘‘Structure of the Global Offering’’.
Our Cornerstone Investor
The Cornerstone Investor is a wholly owned subsidiary of China Investment Corporation (CIC). CIC
is an investment company incorporated under the PRC Company Law and headquartered in Beijing.
CIC is operated on a commercial basis, seeking long-term, risk-adjusted financial returns.
Restrictions on the Cornerstone Investor’s Investment
The Cornerstone Investor has agreed that, without the prior written consent of the Company and
the Joint Bookrunners, it will not, whether directly or indirectly, at any time during the period of six
months following the Listing Date, dispose of any of the Shares subscribed for by it pursuant to the
cornerstone investment agreement (or any interest in any company or entity holding any of
the Shares), other than transfers to any wholly-owned subsidiary or affiliate (as the case may be) of
the Cornerstone Investor provided that such wholly-owned subsidiary or affiliate undertakes in
writing to, and the Cornerstone Investor undertakes to procure that such wholly-owned subsidiary
or affiliate will, abide by the restrictions on disposals imposed on the Cornerstone Investor.
– 162 –