Sample Public Notice on Off-Line Offering in the Initial Public Offering of A-Shares of Companies
1. This offering of A-share of the XX Co., Ltd has been approved by the CSRC with Document: Zheng Jian Fa Xing Zi  No.xx.
2. This offering adopts the combination of placement to A-share strategic investors (hereinafter referred to as “strategic allotment”), book-building allotment to off-line enquiry subjects (hereinafter referred to as “off-line allotment”) and online fund subscription of fixed pricing offering (hereinafter referred to as “on-line offering”). The strategic allotment and the off-line allotment shall be organized and implemented by the co-sponsors (lead underwriter), and the on-line offering shall be conducted through the trading system of Shanghai Stock Exchange.
3.The price of this offering is fixed through accumulated bidding enquiry to the allotment subjects within the range of enquiry. The strategic allotment and the on-line offering will adopt fixed price offering. Inquiry range of this offering is: bottom limit of RMB 8.01 per share, and upper limit of RMB 8.88 per share.
4. The amount of this offering will be not more than 10 billion shares, among which is the strategic allotment accounts for RMB8.88 billion (the final sum may be different since the amount of allotment shares rounded to the unit of a thousand shares), and the amount of subscription is approximately xx% of the amount of this offering while the amount of off-line allotment is approximately xx% of the amount of this offering (before start of the clawback mechanism) and the remaining is for online offering. After the completion of the off-line subscription, the issuer and the co-sponsors (lead underwriters) will consult with each other and determine the final amount and the offering price of this offering according to the subscription situation and the fund-raising demands of the issuer (not more than RMB xx billion). After the completion of the on-line subscription, the issuer and the co-sponsors (lead underwriters) will decide whether to start the clawback mechanism to adjust the primarily fixed amount of the offering of the off-line allotment and the on-line offering based on the overall situation of the subscription.
5. This notice applies only to the strategic allotment and the off-line allotment. The detailed relevant provisions on on-line offering will be described in details in the Public Notice of the Bank of China Limited on Online Fund Subscription of Fixed Pricing Offering in the Initial Public Offering of A shares published on China Securities Journal, Shanghai Securities News and Securities Times before the on-line offering, which all investors are requested to pay attention to.
6. Only the “subjects of allotment” eligible for the conditions stipulated in the Section “Definition” can participate in the subscription of the off-line allotment. No allotment subjects that are of shareholding relationship with the issuer or its co-sponsors (lead underwriters) or other material interest relationship that may influence their independent investment decision-makings and no member of the underwriting syndicate of this offering may participate in the offline subscription.
7. In this subscription, securities investment fund management companies shall carry out their businesses according to the relevant laws and regulations and the relevant provisions of China Securities Regulatory Commission (the “CSRC”), and shall bear their legal responsibilities by themselves. According to the provisions of the Law of Securities Investment Fund of the People’s Republic of China, the securities investment fund whose fund trustee is the issuer and that has shareholding relationship with any of the co-sponsors (lead underwriters) of this offering shall not participate in the subscription to this offering.
8.The subscription period of the off-line allotment is from 9:00 to 17:00 on August 8, 2008 and from 8:00 to 18:00 on August 18, 2006. The investors who are to participate in the off-line allotment shall fully pay the subscription price. The subscription fund payable shall be remitted to the bank accounts designated by the co-sponsors (lead underwriters) before 17:00 on August 18, 2008.
9.The refund of the surplus fund from the off-line subscription will be effected by two batches: On August 8,2008, the co-sponsors (lead underwriters) will refund to the investors the subscription fund (including invalid subscription fund) refundable prior to the implementation of the clawback mechanism; And on August 18,2006, the co-sponsors (lead underwriters) will refund to the investors the subscription fund refundable after the implementation of the clawback mechanism, the amount of which depends on the situation of the implementation of the clawback mechanism.
10. This notice presents only the statement of the issues on the strategic allotment and the off-line allotment, and hence investors are requested to carefully read the Summary of the Letter of Intent of the Bank of China Limited Concerning the Initial Public Offering of A shares to be published on China Securities Journal, Shanghai Securities News and Securities Times on August 18, 2008. Investors may inspect the full text of such letter of intent for offering from the website of Shanghai securities Exchange (www.sse.com.cn).
11. Other matters relating to this offering will be published by the co-sponsors (lead underwriters) on China Securities Journal, Shanghai Securities News and Securities Times in a timely manner if it deems necessary, which all investors are requested to pay attention to.