ya ngzijiang shipbuilding (holdings) ltd.

424 Pages·2007·5.07 MB·English

(cid:129) We are one of the leading shipbuilders in the PRC producing a broad range of commercial
OUR
vessels, containerships, mini bulk carriers, bulk carriers, multi-purpose cargo vessels,
PROSPECTUS DATED 9 APRIL 2007 chemical tankers, offshore supply vessels, rescue and salvage vessels and lifting vessels.
BUSINESS
(cid:129) Located in Jiangyin city, Jiangsu province, PRC, our existing shipyard (the “Existing Yard”)
spans approximately 719 metres of deep-water coastline and covers an area of
approximately 200,000 square metres (excluding the coastal area).
(cid:129) To expand our existing operations, we are constructing a new shipyard (the “New Yard”) in
Jiangyin Economic Development District, Jingjiang city, Jiangsu province, PRC. We expect
the New Yard to have access to approximately 1,200 metres of deep-water coastline
Y
covering an area of approximately 793,000 square metres. It will also be equipped with a
A dry dock that will be able to accommodate two 100,000 DWT vessels. The New Yard is
expected to be completed in October 2007.
N
G
Z
I
J
I
A
N
G PROSPECTUS DATED 9 APRIL 2007 (REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE ON 9 APRIL 2007)
This document is important. If you are in any doubt as to the action you should take, you should consult your legal, fi nancial, tax or other professional adviser.
This is the initial public offering of our ordinary shares (“Shares”). Yangzijiang Shipbuilding (Holdings) Ltd. (“our Company”) is issuing and making an offering of an aggregate of 662,197,000 new
S Shares (the “New Shares”) and (i) Almond Beach Resources Corporation, (ii) Lido Point Investments Ltd., and (iii) Newyard Worldwide Holdings Ltd. (the “Vendors”) are making an offering of an
aggregate of 331,000,000 Shares (the “Vendor Shares” and together with the New Shares, the “Offering Shares”) for subscription and/or purchase by investors at the Offering Price (as defi ned
below) (the “Offering”). The Offering will consist of an international placement (the “Placement”) to investors, including institutional and other investors in Singapore and the Corporate Investors,
H outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended, (the “Securities Act”) and in the United States only to qualifi ed institutional buyers
in reliance on Rule 144A under the Securities Act that are also qualifi ed purchasers within the meaning of Section 2(a)(51) of the United States Investment Company Act of 1940, as amended (the
‘’Investment Company Act’’) and the rules promulgated thereunder, and a public offer in Singapore (the “Public Offer”). The indicative size of the Public Offer is 19,864,000 Shares.
I
P As part of the Offering, the Company and the Vendors have agreed to place Offering Shares amounting to an aggregate of S$183.2 million (which is equivalent to 192,819,000 Offering Shares
at the Maximum Offering Price) to Silver Union Limited, Lee Kian Soo, Lyndhurst Gain Limited and Vervain Equity Investment Limited (the “Corporate Investors”). See “Plan of distribution – Our
Corporate Investors”.
B
The offering price for each Offering Share (the “Offering Price”) will be not more than S$0.95 (the “Maximum Offering Price”). The Offering Shares included in the Public Offer and the Placement
will be underwritten by UBS AG, acting through its business group, UBS Investment Bank (“UBS” or the “Global Co-ordinator”) and DBS Bank Ltd (“DBS Bank”, together with UBS, the “Joint
U Lead Managers” or the “Underwriters”) at the Offering Price, if the Offering Price is agreed upon between the Global Co-ordinator, the Vendors and our Company. Prior to the Offering, there has
been no public market for our Shares. Application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to list all our issued Shares (including the
Vendor Shares and the Additional Shares (as defi ned below)) and the New Shares, on the Main Board of the SGX-ST. Such permission for the listing of our Shares will be granted when we have
I been admitted to the Offi cial List of the SGX-ST. Acceptance of applications for the Offering Shares will be conditional upon, among others, permission being granted to deal in and for quotation
L of all our issued Shares (including the Vendor Shares and the Additional Shares) and the New Shares. Monies paid in respect of any application accepted will be returned, at each investor’s own
risk, without interest or any share of revenue or other benefi t arising therefrom, and without any right or claim against us, the Vendors or the Underwriters, if the Offering is not completed because
D the said permission is not granted or for any other reason.
We have received a letter of eligibility from the SGX-ST for the listing and quotation of our Shares on the Main Board of the SGX-ST. Our Company’s eligibility to list and admission to the Offi cial
I List of the SGX-ST does not indicate the merits of the Offering, our Company, our Group (as defi ned herein) or our Shares.
N
The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Offi cial List of the SGX-ST is not to be
taken as an indication of the merits of the Offering, our Group or our Shares. A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”).
G The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act, Chapter 289 of
Singapore (the “Securities and Futures Act”), or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares, the
New Shares or the Additional Shares (if the Over-allotment Options (as defi ned below) are exercised) being offered or in respect of which an invitation is made, for investment. No Shares shall be
allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority.
(
See “Risk factors” for a discussion of certain factors to be considered in connection with an investment in our Shares.
H
In connection with the Offering, the Vendors will grant UBS, on behalf of the International Underwriters, over-allotment options (the “Over-allotment Options”) exercisable in whole or in part by UBS
on one or more occasions from the commencement of dealing in the Shares, on the SGX-ST (the “Listing Date”) until the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date
O when UBS AG, acting through its business group, UBS Investment Bank or its appointed agent has bought, on the SGX-ST, an aggregate of 148,980,000 Shares, representing 15.0% of the total
Offering Shares, to undertake stabilising actions, or (iii) the date falling 30 days after the date of adequate public disclosure of the Offering Price to purchase up to an aggregate of 148,980,000
Shares (the “Additional Shares”) (representing not more than 15.0% of the total Offering Shares) at the Offering Price, solely to cover the over-allotment of the Offering Shares, if any.
L
The Maximum Offering Price per Offering Share is payable in full on application by investors applying for the Offering Shares under the Public Offer, subject to refund if and to the extent the Offering
D Price is less than the Maximum Offering Price. Investors applying for the Placement are required to pay the Offering Price. The Offering Price will be determined following a book-building process
by agreement between the Global Co-ordinator, our Company and the Vendors on a date currently expected to be 12 April 2007 (the “Price Determination Date”), which date is subject to change.
If for any reason the Offering Price is not agreed between the Global Co-ordinator, our Company and the Vendors, the Offering will not proceed. Notice of the Offering Price will be published in one
I or more major Singapore newspapers such as The Straits Times, The Business Times and Lianhe Zaobao not more than two calendar days after the Price Determination Date.
N
The Shares have not been and will not be registered under the Securities Act and are being offered and sold in the United States only to qualifi ed institutional buyers in reliance on Rule 144A
under the Securities Act that are also qualifi ed purchasers within the meaning of Section 2(a)(51) of the Investment Company Act and the rules promulgated thereunder. Prospective purchasers
G are hereby notifi ed that the sellers of our Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Our Shares are not transferable
except in accordance with the restrictions described under “Transfer restrictions”.
S References in this Prospectus to “this document” should be construed as being references to this Prospectus.
All copies of the Prospectus distributed in Singapore must be accompanied by the instructions booklet entitled “Terms, Conditions and Procedures For Application and Acceptance of the Offering
) Shares in Singapore” which constitutes part of this Prospectus registered by the Authority.

L
A LEADING
T
One of the leading
D
shipbuilders in the PRC
. Global Co-ordinator and Sole Bookrunner SHIPBUILDER
shipbuilding industry in
terms of manufacturing
(Company Registration Number: 200517636Z)
Joint Lead Managers
IN THE GROWING PRC
(incorporated with limited liability in the Republic of Singapore capability and
on 21 December 2005)
Offering in respect of 993,197,000 Offering Shares manufacturing capacity SHIPBUILDING INDUSTRY
80 Raffl es Place #32-01, UOB Plaza 1 (subject to the Over-allotment Options)
Financial Adviser to our Company
Singapore 048624 The indicative size of the Public Offer is 19,864,000 Offering Shares
Maximum Offering Price: S$0.95 per Offering Share
(cid:129) We are one of the leading shipbuilders in the PRC producing a broad range of commercial
OUR
vessels, containerships, mini bulk carriers, bulk carriers, multi-purpose cargo vessels,
PROSPECTUS DATED 9 APRIL 2007 chemical tankers, offshore supply vessels, rescue and salvage vessels and lifting vessels.
BUSINESS
(cid:129) Located in Jiangyin city, Jiangsu province, PRC, our existing shipyard (the “Existing Yard”)
spans approximately 719 metres of deep-water coastline and covers an area of
approximately 200,000 square metres (excluding the coastal area).
(cid:129) To expand our existing operations, we are constructing a new shipyard (the “New Yard”) in
Jiangyin Economic Development District, Jingjiang city, Jiangsu province, PRC. We expect
the New Yard to have access to approximately 1,200 metres of deep-water coastline
Y
covering an area of approximately 793,000 square metres. It will also be equipped with a
A dry dock that will be able to accommodate two 100,000 DWT vessels. The New Yard is
expected to be completed in October 2007.
N
G
Z
I
J
I
A
N
G PROSPECTUS DATED 9 APRIL 2007 (REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE ON 9 APRIL 2007)
This document is important. If you are in any doubt as to the action you should take, you should consult your legal, fi nancial, tax or other professional adviser.
This is the initial public offering of our ordinary shares (“Shares”). Yangzijiang Shipbuilding (Holdings) Ltd. (“our Company”) is issuing and making an offering of an aggregate of 662,197,000 new
S Shares (the “New Shares”) and (i) Almond Beach Resources Corporation, (ii) Lido Point Investments Ltd., and (iii) Newyard Worldwide Holdings Ltd. (the “Vendors”) are making an offering of an
aggregate of 331,000,000 Shares (the “Vendor Shares” and together with the New Shares, the “Offering Shares”) for subscription and/or purchase by investors at the Offering Price (as defi ned
below) (the “Offering”). The Offering will consist of an international placement (the “Placement”) to investors, including institutional and other investors in Singapore and the Corporate Investors,
H outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended, (the “Securities Act”) and in the United States only to qualifi ed institutional buyers
in reliance on Rule 144A under the Securities Act that are also qualifi ed purchasers within the meaning of Section 2(a)(51) of the United States Investment Company Act of 1940, as amended (the
‘’Investment Company Act’’) and the rules promulgated thereunder, and a public offer in Singapore (the “Public Offer”). The indicative size of the Public Offer is 19,864,000 Shares.
I
P As part of the Offering, the Company and the Vendors have agreed to place Offering Shares amounting to an aggregate of S$183.2 million (which is equivalent to 192,819,000 Offering Shares
at the Maximum Offering Price) to Silver Union Limited, Lee Kian Soo, Lyndhurst Gain Limited and Vervain Equity Investment Limited (the “Corporate Investors”). See “Plan of distribution – Our
Corporate Investors”.
B
The offering price for each Offering Share (the “Offering Price”) will be not more than S$0.95 (the “Maximum Offering Price”). The Offering Shares included in the Public Offer and the Placement
will be underwritten by UBS AG, acting through its business group, UBS Investment Bank (“UBS” or the “Global Co-ordinator”) and DBS Bank Ltd (“DBS Bank”, together with UBS, the “Joint
U Lead Managers” or the “Underwriters”) at the Offering Price, if the Offering Price is agreed upon between the Global Co-ordinator, the Vendors and our Company. Prior to the Offering, there has
been no public market for our Shares. Application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to list all our issued Shares (including the
Vendor Shares and the Additional Shares (as defi ned below)) and the New Shares, on the Main Board of the SGX-ST. Such permission for the listing of our Shares will be granted when we have
I been admitted to the Offi cial List of the SGX-ST. Acceptance of applications for the Offering Shares will be conditional upon, among others, permission being granted to deal in and for quotation
L of all our issued Shares (including the Vendor Shares and the Additional Shares) and the New Shares. Monies paid in respect of any application accepted will be returned, at each investor’s own
risk, without interest or any share of revenue or other benefi t arising therefrom, and without any right or claim against us, the Vendors or the Underwriters, if the Offering is not completed because
D the said permission is not granted or for any other reason.
We have received a letter of eligibility from the SGX-ST for the listing and quotation of our Shares on the Main Board of the SGX-ST. Our Company’s eligibility to list and admission to the Offi cial
I List of the SGX-ST does not indicate the merits of the Offering, our Company, our Group (as defi ned herein) or our Shares.
N
The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Offi cial List of the SGX-ST is not to be
taken as an indication of the merits of the Offering, our Group or our Shares. A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”).
G The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act, Chapter 289 of
Singapore (the “Securities and Futures Act”), or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares, the
New Shares or the Additional Shares (if the Over-allotment Options (as defi ned below) are exercised) being offered or in respect of which an invitation is made, for investment. No Shares shall be
allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority.
(
See “Risk factors” for a discussion of certain factors to be considered in connection with an investment in our Shares.
H
In connection with the Offering, the Vendors will grant UBS, on behalf of the International Underwriters, over-allotment options (the “Over-allotment Options”) exercisable in whole or in part by UBS
on one or more occasions from the commencement of dealing in the Shares, on the SGX-ST (the “Listing Date”) until the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date
O when UBS AG, acting through its business group, UBS Investment Bank or its appointed agent has bought, on the SGX-ST, an aggregate of 148,980,000 Shares, representing 15.0% of the total
Offering Shares, to undertake stabilising actions, or (iii) the date falling 30 days after the date of adequate public disclosure of the Offering Price to purchase up to an aggregate of 148,980,000
Shares (the “Additional Shares”) (representing not more than 15.0% of the total Offering Shares) at the Offering Price, solely to cover the over-allotment of the Offering Shares, if any.
L
The Maximum Offering Price per Offering Share is payable in full on application by investors applying for the Offering Shares under the Public Offer, subject to refund if and to the extent the Offering
D Price is less than the Maximum Offering Price. Investors applying for the Placement are required to pay the Offering Price. The Offering Price will be determined following a book-building process
by agreement between the Global Co-ordinator, our Company and the Vendors on a date currently expected to be 12 April 2007 (the “Price Determination Date”), which date is subject to change.
If for any reason the Offering Price is not agreed between the Global Co-ordinator, our Company and the Vendors, the Offering will not proceed. Notice of the Offering Price will be published in one
I or more major Singapore newspapers such as The Straits Times, The Business Times and Lianhe Zaobao not more than two calendar days after the Price Determination Date.
N
The Shares have not been and will not be registered under the Securities Act and are being offered and sold in the United States only to qualifi ed institutional buyers in reliance on Rule 144A
under the Securities Act that are also qualifi ed purchasers within the meaning of Section 2(a)(51) of the Investment Company Act and the rules promulgated thereunder. Prospective purchasers
G are hereby notifi ed that the sellers of our Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Our Shares are not transferable
except in accordance with the restrictions described under “Transfer restrictions”.
S References in this Prospectus to “this document” should be construed as being references to this Prospectus.
All copies of the Prospectus distributed in Singapore must be accompanied by the instructions booklet entitled “Terms, Conditions and Procedures For Application and Acceptance of the Offering
) Shares in Singapore” which constitutes part of this Prospectus registered by the Authority.

L
A LEADING
T
One of the leading
D
shipbuilders in the PRC
. Global Co-ordinator and Sole Bookrunner SHIPBUILDER
shipbuilding industry in
terms of manufacturing
(Company Registration Number: 200517636Z)
Joint Lead Managers
IN THE GROWING PRC
(incorporated with limited liability in the Republic of Singapore capability and
on 21 December 2005)
Offering in respect of 993,197,000 Offering Shares manufacturing capacity SHIPBUILDING INDUSTRY
80 Raffl es Place #32-01, UOB Plaza 1 (subject to the Over-allotment Options)
Financial Adviser to our Company
Singapore 048624 The indicative size of the Public Offer is 19,864,000 Offering Shares
Maximum Offering Price: S$0.95 per Offering Share
STRONG ORDER OUR COMPETITIVE
BACKLOG AND STRENGTHS
ORDER BOOKS
A LEADING SHIPBUILDER IN THE (cid:129) We believe we have achieved further STRONG FINANCIAL AND PROVEN
ORDER BACKLOG1 NEW ORDERS2 GROWING PRC SHIPBUILDING cost savings through cost management TRACK RECORD
INDUSTRY activities such as employing subcontract
(cid:129) We have experienced signifi cant
25,000 16,000 labour and sourcing for raw materials
15,206.7 (cid:129) We believe that we are currently one growth in revenue and profi t before
and components from a variety of
21,578.0 14,000 of the leading shipbuilders in the income tax from RMB988.8 million
suppliers.
20,000 PRC shipbuilding industry in terms and RMB170.4 million in 2004 to
16,361.4 12,000 10,845.0
of manufacturing capability and (cid:129) Through effective production planning RMB2,325.0 million and RMB518.9
15,000 10,000 manufacturing capacity. and scheduling, we have reduced the million in 2006.
number of labour days required to build
8,000 (cid:129) Based on our order book as of (cid:129) As of 31 December 2006, we had a net
a containership.
10,000 8,696.2 Containerships 31 December 2006 comprising of debt-to-equity ratio of 80.7% in 2006.
6,000
6,099.6 7,257.4 4,000 4,363.1 4,129.2 mMuinlti ib puulkrp coasreri ers/ v1e,2s2se5l,s4 8w1it hC aGnT aagngdr engeawte o trodnenrsa gfreo mof STRONG CUSTOMER BASE OF (cid:129) We believe our fi nancial position
5000 5,438.0 5,216.6 3,930.1 3,066.1 4,361.8 cargo 1 January 2007 to 19 March 2007 with REPUTABLE SHIP OWNERS enhances our ability to make key
2,000 investment and strategic decisions in a
1,269.7 894.0 Others a combined tonnage of 104,036 CGT, (cid:129) We have built a strong relationship
661.6 169.1 433.0 169.1 timely manner.
FY2004 FY2005 FY2006 FY2004 FY2005 FY2006 we believe we are the leading privately- with major customers, such as
owned containership builder, second Reederei B. Rickmers GmbH, Peter (cid:129) We believe that our track record has
NOTES: largest privately-owned shipyard and Döhle Schiffahrts KG, Reederei enabled us to secure an order book of
1) Order backlog refers to the total contract value of orders not yet delivered minus the portion of sales revenue already recognised in fourth largest shipyard in the PRC. Horst Zeppenfeld GmbH & Co. KG RMB21,578.0 million as of 31 December
respect thereof using the percentage of completion method
2) New orders for any period represents order backlog at the end of the period minus order backlog at the beginning of the period and Carisbrooke Shipping Limited. 2006 for vessels which we expect to
plus the portion of sales revenue we recognised during the period using the percentage of completion method (cid:129) We believe that the shipbuilding
3) FY refers to fi nancial year ended 31 December industry in the PRC is currently the These four customers accounted for deliver between 2007 and 2010.
approximately 92.8% of our revenue in
As at 31 December 2006, our aggregate order book fastest growing, compared to the
2006. In addition, Reederei B. Rickmers DEDICATED AND INCENTIVISED
shipbuilding industry in other nations.
amounted to approximately RMB21,578.0 million for vessels GmbH, Peter Döhle Schiffahrts KG MANAGEMENT
to be completed and delivered between 2007 and 2010. and Carisbrooke Shipping Limited
COMPETITIVE COST STRUCTURE (cid:129) Our key management staff have, on
accounted for approximately 43.4% of
AND EFFICIENT OPERATIONS average, 20 years of experience in
In addition, we received new orders amounting to the order book of RMB21,578.0 million
the shipbuilding industry and have
RMB15,206.7 million as at 31 December 2006. (cid:129) We believe our land, labour and as of 31 December 2006 for vessels
been with our Group for an average
overhead costs are generally lower than which we expect to deliver between
of 20 years.
We believe we are the leading privately-owned containership that of overseas competitors especially, 2007 and 2010.
builder, second largest privately-owned shipyard and fourth those in South Korea. (cid:129) We believe that our reputation for and (cid:129) Each of our key senior management is
either a shareholder of our Company or
largest shipyard in the PRC, based on our order book as of (cid:129) We also enjoy low cost of fi nancing due commitment to timely delivery of quality
Jiangsu New Yangzi Shipbuilding Co.,
31 December 2006, comprising of vessels with an aggregate to preferential rates extended by PRC vessels and competitive pricing have
Ltd, our subsidiary which owns the
government-backed banks to promote enabled us to secure an initial order of
tonnage of 1,225,481 CGT and new orders from 1 January 2007 New Yard. Such shareholding interest
the local shipbuilding industry. eight containerships in 2006 and another
to 19 March 2007 with a combined tonnage of 104,036 CGT. provides an alignment of interests with
two in 2007 from Seaspan Corporation
those of public Shareholders.
and 10 post-Panamaxes in December
2006 from Perseveranza SpA di
Navigazione.
STRONG ORDER OUR COMPETITIVE
BACKLOG AND STRENGTHS
ORDER BOOKS
A LEADING SHIPBUILDER IN THE (cid:129) We believe we have achieved further STRONG FINANCIAL AND PROVEN
ORDER BACKLOG1 NEW ORDERS2 GROWING PRC SHIPBUILDING cost savings through cost management TRACK RECORD
INDUSTRY activities such as employing subcontract
(cid:129) We have experienced signifi cant
25,000 16,000 labour and sourcing for raw materials
15,206.7 (cid:129) We believe that we are currently one growth in revenue and profi t before
and components from a variety of
21,578.0 14,000 of the leading shipbuilders in the income tax from RMB988.8 million
suppliers.
20,000 PRC shipbuilding industry in terms and RMB170.4 million in 2004 to
16,361.4 12,000 10,845.0
of manufacturing capability and (cid:129) Through effective production planning RMB2,325.0 million and RMB518.9
15,000 10,000 manufacturing capacity. and scheduling, we have reduced the million in 2006.
number of labour days required to build
8,000 (cid:129) Based on our order book as of (cid:129) As of 31 December 2006, we had a net
a containership.
10,000 8,696.2 Containerships 31 December 2006 comprising of debt-to-equity ratio of 80.7% in 2006.
6,000
6,099.6 7,257.4 4,000 4,363.1 4,129.2 mMuinlti ib puulkrp coasreri ers/ v1e,2s2se5l,s4 8w1it hC aGnT aagngdr engeawte o trodnenrsa gfreo mof STRONG CUSTOMER BASE OF (cid:129) We believe our fi nancial position
5000 5,438.0 5,216.6 3,930.1 3,066.1 4,361.8 cargo 1 January 2007 to 19 March 2007 with REPUTABLE SHIP OWNERS enhances our ability to make key
2,000 investment and strategic decisions in a
1,269.7 894.0 Others a combined tonnage of 104,036 CGT, (cid:129) We have built a strong relationship
661.6 169.1 433.0 169.1 timely manner.
FY2004 FY2005 FY2006 FY2004 FY2005 FY2006 we believe we are the leading privately- with major customers, such as
owned containership builder, second Reederei B. Rickmers GmbH, Peter (cid:129) We believe that our track record has
NOTES: largest privately-owned shipyard and Döhle Schiffahrts KG, Reederei enabled us to secure an order book of
1) Order backlog refers to the total contract value of orders not yet delivered minus the portion of sales revenue already recognised in fourth largest shipyard in the PRC. Horst Zeppenfeld GmbH & Co. KG RMB21,578.0 million as of 31 December
respect thereof using the percentage of completion method
2) New orders for any period represents order backlog at the end of the period minus order backlog at the beginning of the period and Carisbrooke Shipping Limited. 2006 for vessels which we expect to
plus the portion of sales revenue we recognised during the period using the percentage of completion method (cid:129) We believe that the shipbuilding
3) FY refers to fi nancial year ended 31 December industry in the PRC is currently the These four customers accounted for deliver between 2007 and 2010.
approximately 92.8% of our revenue in
As at 31 December 2006, our aggregate order book fastest growing, compared to the
2006. In addition, Reederei B. Rickmers DEDICATED AND INCENTIVISED
shipbuilding industry in other nations.
amounted to approximately RMB21,578.0 million for vessels GmbH, Peter Döhle Schiffahrts KG MANAGEMENT
to be completed and delivered between 2007 and 2010. and Carisbrooke Shipping Limited
COMPETITIVE COST STRUCTURE (cid:129) Our key management staff have, on
accounted for approximately 43.4% of
AND EFFICIENT OPERATIONS average, 20 years of experience in
In addition, we received new orders amounting to the order book of RMB21,578.0 million
the shipbuilding industry and have
RMB15,206.7 million as at 31 December 2006. (cid:129) We believe our land, labour and as of 31 December 2006 for vessels
been with our Group for an average
overhead costs are generally lower than which we expect to deliver between
of 20 years.
We believe we are the leading privately-owned containership that of overseas competitors especially, 2007 and 2010.
builder, second largest privately-owned shipyard and fourth those in South Korea. (cid:129) We believe that our reputation for and (cid:129) Each of our key senior management is
either a shareholder of our Company or
largest shipyard in the PRC, based on our order book as of (cid:129) We also enjoy low cost of fi nancing due commitment to timely delivery of quality
Jiangsu New Yangzi Shipbuilding Co.,
31 December 2006, comprising of vessels with an aggregate to preferential rates extended by PRC vessels and competitive pricing have
Ltd, our subsidiary which owns the
government-backed banks to promote enabled us to secure an initial order of
tonnage of 1,225,481 CGT and new orders from 1 January 2007 New Yard. Such shareholding interest
the local shipbuilding industry. eight containerships in 2006 and another
to 19 March 2007 with a combined tonnage of 104,036 CGT. provides an alignment of interests with
two in 2007 from Seaspan Corporation
those of public Shareholders.
and 10 post-Panamaxes in December
2006 from Perseveranza SpA di
Navigazione.
STRATEGIES

EXPAND BUSINESS BY BUILDING (cid:129) Enhance production planning and FORM STRATEGIC PARTNERSHIPS
LARGER VESSELS AND DIVERSIFYING sequencing process by improving WITH FOREIGN SHIPBUILDERS
INTO OFFSHORE VESSELS design of ships, investing in TO IMPROVE CAPABILITIES AND
experienced staff and utilising more COMPETITIVENESS
(cid:129) Focus on building larger containerships
advanced software which we believe
and bulk carriers including (cid:129) Explore strategic alliances or
will help shorten delivery time.
containerships with load carrying collaborations with foreign shipbuilders
capacities of 6,000 TEU and above, (cid:129) Foster closer interaction with to leverage off their technical expertise
Panamax and Aframax chemical customers in order to strengthen and enhance competitiveness.
tankers and bulk carriers of 100,000 existing relationships.
(cid:129) Improve research and development,
DWT and above, as we believe there is
ship design and technical capabilities
greater demand for these larger vessels ENHANCE PRICE COMPETITIVENESS
in order to build more sophisticated
and better profi t margins than smaller THROUGH COST MANAGEMENT
vessels.
vessels. AND IMPROVEMENT IN
PRODUCTIVITY AND EFFICIENCY (cid:129) Such strategic partnerships will
(cid:129) Expand into the manufacture of
complement the technical strengths of
offshore vessels and oil tankers. Due (cid:129) Enhance production planning and
our partners with our relatively lower
to increased investment by major sequencing processes and inventory
cost of skilled labour and production to
international oil companies in the management to maintain our cost
create mutually benefi cial relationships.
offshore oil and gas industry, we believe competitiveness.
that there will be an increased demand
(cid:129) Operate additional shift for certain INCREASE CAPACITY THROUGH
for offshore vessels and oil tankers.
phases of construction process to ACQUISITIONS
(cid:129) Upon completion of the New Yard, shorten delivery schedules.
(cid:129) Expand production capacity by
our shipbuilding operations for
(cid:129) Improve designs to minimise raw acquiring domestic PRC shipbuilding
containerships above 2,500 TEU and
material wastage and costs. companies with facilities located close
vessels above 55,000 DWT will be
to the Existing Yard and New Yard.
moved to the New Yard. (cid:129) Develop in-house capabilities
to manufacture certain material (cid:129) Obtain additional shipbuilding
CONTINUE TO ENHANCE BUILD components to lower costs of contracts through increase in
QUALITY AND DELIVERY TIME IN production and maintain price production capacity.
ORDER TO INCREASE MARKET competitiveness of our vessels.
(cid:129) Increase customer base and reduce
SHARE
the number of domestic competitors.
(cid:129) Work closely with customers at early
stages of vessel construction to better
understand customers’ needs and
requirements.
KEY FINANCIAL AND
SEGMENT INFORMATION
REVENUE NET PROFIT AFTER TAX
RMB Mn RMB Mn
2,500 500
2,325.0 453.2
2,000 400
1,500 300 283.4
1,532.6
1,000 200
988.8 157.7
500 100
FY2004 FY2005 FY2006 FY2004 FY2005 FY2006
REVENUE BY MAJOR PRODUCTS, 2006 REVENUE BY KEY GEOGRAPHICAL MARKETS, 2006
7.2% 7.3%
Containerships 10.0% Germany
17.9% Mini bulk carriers/ Other European
multi purpose 11.2% countries
cargo
Singapore
74.9% Others 71.5%
China
Containerships are one of our principal products Germany is our largest market
TABLE OF CONTENTS
Notice to investors i General and statutory information 186
Corporate information vi Summary of certain differences
between SFRS and US GAAP 196
Summary 1
Defi ned terms and abbreviations 205
Risk factors 23
Glossary of technical terms 216
Proceeds from the Offering 38
Appendix A — Exchange controls A-1
Dividends 41
Appendix B — Description of
Exchange rates 42
our Shares B-1
Capitalisation and indebtedness 43
Appendix C — Summary of
Dilution 44 our Memorandum and Articles
of Association C-1
Selected fi nancial information
and operating data 45 Appendix D — Description of
relevant PRC laws and regulations D-1
Unaudited proforma
fi nancial information 48 Appendix E — Independent Auditor’s
Report on the consolidated fi nancial
Management’s discussion and
statements of Yangzijiang Shipbuilding
analysis of fi nancial condition
(Holdings) Ltd. and its subsidiaries and
and results of operations 52
the consolidated fi nancial statements of
Industry 85 Yangzijiang Shipbuilding (Holdings) Ltd.
and its subsidiaries for the fi nancial
The Restructuring Exercise 109
years ended 31 December 2004,
Business 114 2005 and 2006 E-1
Management 134 Appendix F — Reporting Auditor’s
Interested person Report on the examination of the unaudited
transactions and confl icts proforma fi nancial statements of
of interests 145 Yangzijiang Shipbuilding (Holdings) Ltd.
and its subsidiaries and the unaudited
Share capital and Shareholders 155 proforma fi nancial statements of
Taxation 160 Yangzijiang Shipbuilding (Holdings)
Ltd. and its subsidiaries for the year
Plan of distribution 168 ended 31 December 2006 F-1
Transfer restrictions 179 Appendix G — Certain information
Clearance and settlement 183 relating to our order book G-1
Legal matters 184 Appendix H — US Purchaser’s letter H-1
Independent Auditors and
Reporting Auditors 185
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Notice to investors
Nopersonisauthorisedtogiveanyinformationortomakeanyrepresentationnotcontainedin
this document and any information or representation not so contained must not be relied upon
as having been authorised by or on behalf of us, the Vendors, the Underwriters or the Financial
Adviser.Neitherthedeliveryofthisdocumentnoranyoffer,saleortransfermadehereundershall
under any circumstances imply that the information herein is correct as of any date subsequent
tothedatehereoforconstitutearepresentationthattherehasbeennochangeordevelopment
reasonably likely to involve a material adverse change in our or the Vendors’ affairs, conditions
andprospectsofourSharessincethedatehereof.Wheresuchchangesoccurandarematerialor
required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body or
agency, we and/or the Vendors will make an announcement of the same to the SGX-ST and, if
required, issue and lodge an amendment to this document or a supplementary document or
replacement document pursuant to Section 240 or, as the case may be, Section 241 of the
Securities and Futures Act and take immediate steps to comply with the said sections. Investors
should take notice of such announcements and documents and upon release of such
announcements or documents shall be deemed to have notice of such changes. No
representation, warranty or covenant, express or implied, is made by us, the Vendors, the
UnderwritersortheFinancialAdviseroranyofourortheirrespectiveaffiliates,directors,officers,
employees, agents, representatives or advisers as to the accuracy or completeness of the
informationcontainedherein,andnothingcontainedinthisdocumentis,orshallbereliedupon
as, a promise, representation or covenant by us, the Vendors, the Underwriters or the Financial
Adviser or their respective affiliates, directors, officers, employees, agents, representatives or
advisers.
OurSharesaresubjecttorestrictionsontransferabilityandresaleandmaynotbetransferredor
resold in the United States or to US persons, except as permitted under the Securities Act and
applicablestatesecuritieslawspursuanttoregistrationoranexemptionfromregistrationunder
the Securities Act. You should be aware that you may be required to bear the risk of an
investment in our Shares for an indefinite period of time. See “Transfer restrictions” for more
information on these restrictions.
Noneofus,theVendors,theUnderwriters,theFinancialAdviseroranyofourortheirrespective
affiliates, directors, officers, employees, agents, representatives or advisers is making any
representation or undertaking to any investors in our Shares regarding the legality of an
investment by such investor under appropriate legal, investment or similar laws. In addition,
investors in our Shares should not construe the contents of this document or its appendices as
legal, business, financial or tax advice. Investors should be aware that they may be required to
bear the financial risks of an investment in our Shares for an indefinite period of time. Investors
shouldconsulttheirownprofessionaladvisersastothelegal,tax,business,financialandrelated
aspects of an investment in our Shares.
ByapplyingfortheOfferingSharesonthetermsandsubjecttotheconditionsinthisdocument,
each investor of the Offering Shares represents and warrants that he is not (i) a Director or
substantialShareholderoftheCompany,(ii)anassociateofanyofthepersonsmentionedin(i),
and (iii) except as otherwise disclosed to the Underwriters in writing, a connected client of any
Underwriter or lead brokers or distributors of the Offering Shares.
The distribution of this document and the offering, purchase, sale or transfer of our Shares in
certainjurisdictionsmayberestrictedbylaw.We,theVendors,theUnderwritersandtheFinancial
Adviser require persons into whose possession this document comes to inform themselves about
andtoobserveanysuchrestrictionsattheirownexpenseandwithoutliabilitytous,theVendors,
the Underwriters or the Financial Adviser. This document does not constitute an offer of, or an
invitationtopurchase,anyofourSharesinanyjurisdictioninwhichsuchofferorinvitationwould
beunlawful.Personstowhomacopyofthisdocumenthasbeenissuedshallnotcirculatetoany
otherperson,reproduceorotherwisedistributethisdocumentoranyinformationhereinforany
purpose whatsoever nor permit or cause the same to occur.
i
Notice to investors
In connection with the Offering, the Vendors have granted UBS, on behalf of the International
Underwriters,theOver-allotmentOptionsexercisableinwholeorinpartbyUBSononeormore
occasions from the Listing Date until the earlier of (i) the date falling 30 days from the Listing
Date, or (ii) the date when UBS AG, acting through its business group, UBS Investment Bank or
its appointed agent has bought, on the SGX-ST, an aggregate of 148,980,000 Shares,
representing15.0%ofthetotalOfferingShares,toundertakestabilisingactions,or(iii)thedate
falling30daysafterthedateofadequatepublicdisclosureoftheOfferingPricetopurchaseup
to an aggregate of 148,980,000 Shares (representing not more than 15.0% of the total Offering
Shares) at the Offering Price, solely to cover the over-allotment of the Offering Shares, if any.
InconnectionwiththeOffering,UBS(the“StabilisingManager”),mayover-allotSharesoreffect
transactions that stabilise or maintain the market price of our Shares at levels that might not
otherwiseprevailintheopenmarket.ThesetransactionsmaybeeffectedontheSGX-STandin
otherjurisdictionswhereitispermissibletodoso,ineachcaseincompliancewithallapplicable
laws and regulations, including the Securities and Futures Act and any regulations thereunder.
However,wecannotassureyouthatUBSwillundertakestabilisationaction.Thesetransactions
may commence on or after the commencement of trading of the Shares on the SGX-ST and, if
commenced,maybediscontinuedatanytimeandmaynotbeeffectedaftertheearlierof(i)the
date falling 30 days from the commencement of trading of the Shares on the SGX-ST, or (ii) the
date when the Stabilising Manager has bought, on the SGX-ST an aggregate of 148,980,000
Shares representing not more than 15.0% of the total Offering Shares to undertake stabilising
action,or(iii)thedatefalling30daysafterthedateofadequatepublicdisclosureoftheOffering
Price.
The Shares which our Company and the Vendors are offering have not been approved or
disapproved by the United States Securities and Exchange Commission or any state or foreign
securities commission or regulatory authority. The foregoing authorities have not confirmed the
accuracy or determined the adequacy of this document. Any representation to the contrary is a
criminaloffenseintheUnitedStates.Inaddition,untilthedate40daysafterthecommencement
ofthisOffering,anofferorsaleoftheSharesofferedherebywithintheUnitedStatesbyadealer,
whether or not participating in this Offering, may violate the registration requirements of the
Securities Act, if such offer or sale is made otherwise than in accordance with Rule 144A.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEENFILEDUNDERCHAPTER421-BOFTHENEWHAMPSHIREREVISEDSTATUTESWITHTHESTATE
OFNEWHAMPSHIRENORTHEFACTTHATASECURITYISEFFECTIVELYREGISTEREDORAPERSON
ISLICENSEDINTHESTATEOFNEWHAMPSHIRECONSTITUTESAFINDINGBYTHESECRETARYOF
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTIONISAVAILABLEFORASECURITYORATRANSACTIONMEANSTHATTHESECRETARYOF
STATEHASPASSEDINANYWAYUPONTHEMERITSORQUALIFICATIONSOF,ORRECOMMENDED
ORGIVENAPPROVALTO,ANYPERSON,SECURITYORTRANSACTION.ITISUNLAWFULTOMAKE,
OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
ii