FORTIS BANK S.A./N.V.
(incorporated in Belgium)
Offer of
620,000,000 European Style (Cash Settled) Call Warrants
in Global Registered Form due 10th October, 2008
relating to the existing issued ordinary H shares of RMB1.00
each of China Shenhua Energy Company Limited
(Stock Code: 1558)
Exercise price: HK$80.080 per one hundred warrants
This document includes particulars given in compliance with the Rules Governing the Listing of
Securities on The issuer accepts full responsibility for the accuracy of the
information contained in its base listing document dated 30th April, 2007 and in this document and
confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are
no other facts the omission of which would make any statement in its base listing document and/or in
this document misleading.
Investors are warned that the price of the structured products may fall in value as rapidly as it may
rise and holders may sustain a total loss of their investment. Prospective purchasers should therefore
ensure that they understand the nature of the structured products and carefully study the risk factors
set out in this document and, where necessary, seek professional advice, before they invest in the
structured products.
The structured products constitute general unsecured contractual obligations of the issuer and of
no other person and if you purchase the structured products you are relying upon the creditworthiness
of the issuer and have no rights under the structured products against the company which has issued
the underlying securities.
Dated 18th October, 2007
IMPORTANT
If you are in any doubt as to any of the contents of this document, you should consult
your stockbroker or other registered dealer in securities, bank manager, solicitor, professional
accountant or other professional adviser.
You should read this document together with our base listing document dated 30th April,
2007 before you invest in the warrants.
We cannot give you investment advice. You must decide for yourself whether the
warrants meet your investment needs, taking professional advice if appropriate.
During the period in which the warrants are listed on the stock exchange, you can come
to the office of Computershare Hong Kong Investor Services Limited, which is presently at
Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong to
inspect the following documents:
(a) a copy of our base listing document (both the English version and the Chinese
translation) together with any addenda or successor document to our base listing
document (both the English version and the Chinese translation);
(b) a copy of this supplemental listing document (both the English version and the
Chinese translation);
(c) a copy of our latest publicly available annual report and interim report or quarterly
financial statements (if any); and
(d) a copy of the consent letter of our auditors referred to in our base listing document.
Our warrants are not available to U.S. persons (as defined in the U.S. Securities Act of
1933, as amended).
| TABLE OF CONTENTS | |
| Riskfactors | 3 |
| Summary of the issue | 4 |
| Terms and conditions of the warrants | 8 |
| Information relating to the company | 9 |
| Informationontheliquidityprovider | 10 |
| Our recent developments | 12 |
| Furtherinformation | 13 |
| More information about our warrants | 14 |
| −2− |
RISK FACTORS
You should consider the following summary of risks and the risk factors set out in our
base listing document, together with all other information in this document and in our base
listing document before making any investment decision. The following summary does not
necessarily set out all the risks related to the warrants and you should not rely on it without
reference to the conditions in our base listing document. If you have any concerns or doubts
about the warrants, you should obtain independent professional advice.
The price of the warrants may fall in
value as rapidly as it may rise and you
may sustain a total loss of your
investment.
If you purchase the warrants, you rely on
our creditworthiness and have no rights
under the warrants against any
company which issues the underlying
shares.
If trading in the underlying shares is
suspended on the stock exchange,
trading in the warrants will be
suspended for a similar period.
There is a time lag between exercise
and payment of the warrants.
Events may occur which may affect the
value of the underlying share. If such
event does not require an adjustment to
the warrants, the price of the warrants
may be affected.
We or our liquidity provider may be the
only market participants for the
warrants. The secondary market may be
limited.
The value of the warrants may not
correlate with the movements of the
underlying share price and may be
affected by the time remaining to expiry.
Various potential and actual conflicts of
interest may arise from our overall
activities or activities of our subsidiaries
and affiliates.
In the ordinary course of our business,
we may effect transactions on our own
account or for the account of our
customers and hold positions in the
underlying shares.
As the warrants are issued in global
registered form, HKSCC Nominees
Limited will be the only legal owner of
the warrants. You will have to rely on
CCASS and/or your broker/custodian to
(a) determine your beneficial interest in
the warrants, (b) receive
announcements and/or information
relating to the warrants and (c) receive
payments from us.
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SUMMARY OF THE ISSUE
The following is only a summary of the terms of the warrants. You should read all of this
document together with the base listing document. The conditions applicable to the warrants
are set out in the section “Terms and Conditions of the Call Warrants (Cash Settled)” (the
conditions) of our base listing document.
Warrants European style (cash settled) call warrants in global
registered form due 10th October, 2008 relating to the
shares of the company.
Company and its shares Existing issued ordinary H shares of China Shenhua
Energy Company Limited. The warrants relate to
6,200,000 shares of the company.
If a corporate event occurs in respect of the company, for
example, if there is a rights issue, bonus issue, sub-
division or consolidation of its shares, we may adjust the
terms of the warrants to take into account the
consequences of such events. Please refer to condition 6
for further details as to what the adjustments will be in
these circumstances.
Launch date 12th October, 2007
Number 620,000,000 warrants
Issue price HK$0.250 per warrant
Exercise amount One hundred warrants
Cash settlement amount For each exercise amount you will receive a cash payment
in Hong Kong dollars calculated by us using the following
formula:
Entitlement x (Closing Price – Exercise Price) – Exercise Expenses
Entitlement One share
Closing price The arithmetic mean of the closing price of one share
(which is obtained from the daily quotation sheet of the
stock exchange (subject to any adjustments as provided in
condition 2)) for each valuation date.
Valuation dates Each of the five business days immediately before the
expiry date.
A day is a business day if the stock exchange is open for
dealings in Hong Kong and banks are open for business in
Hong Kong (excluding Saturday and Sunday).
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If a market disruption event occurs on a valuation date,
then such valuation date will be postponed. Please refer to
condition 4B(d) for details on what will happen in such
circumstances and when we may have to make a good
faith estimate of the value of the shares.
Expiry date 10th October, 2008 or, if that day is not a business day, the
immediately preceding business day.
Exercise at expiry Warrants are exercisable only on the expiry date in integral
multiples of 50,000.
If on the expiry date the cash settlement amount is greater
than zero, the warrants will be exercised automatically on
the expiry date. You do not need to deliver any exercise
notice.
If on the expiry date the cash settlement amount is less
than or equal to zero, you will lose the value of your
investment.
Payment of cash settlement
amount
If the warrants are automatically exercised on the expiry
date, we will pay you the cash settlement amount (if any).
You must pay your own exercise expenses on exercise
of the warrants on the expiry date. Payment of the
exercise expenses is reflected in the calculation of the
cash settlement amount.
We will pay the cash settlement amount no later than three
business days following the expiry date. Under the terms
and conditions of the warrants, HKSCC Nominees Limited
is, legally, the only “warrantholder” so far as we are
concerned. Any cash settlement amount will be delivered
to HKSCC Nominees Limited as the registered holder of
the warrants and will be delivered to you through Central
Clearing and Settlement System (CCASS) or to your
broker/custodian in accordance with the General Rules of
CCASS and the CCASS Operational Procedures. You may
have to rely on your broker/custodian to ensure the cash
settlement amount is credited to your account with them.
Exercise price The exercise price is HK$80.080 for each exercise
amount.
Exercise and trading
currency
Hong Kong dollars.
−5−
Listing We have made an application to the stock exchange for,
and the stock exchange has agreed in principle to, the
listing of and dealings in, the warrants. The issue of the
warrants is conditional on such listing being granted. We
expect that dealings in the warrants on the stock exchange
will commence on or about 22nd October, 2007.
We do not intend to apply for a listing of the warrants on
any other stock exchange other than the stock exchange.
Admission into CCASS All necessary arrangements have been made to enable the
warrants to be admitted to CCASS. All activities in CCASS
are subject to the General Rules of CCASS and CCASS
Operational Procedures. If you are a CCASS investor
participant you may hold your warrants in your account
with CCASS. If you do not have a CCASS account, your
broker (as a CCASS participant) will arrange to hold the
warrants for you in an account at CCASS.
Form The warrants are represented by a global certificate
registered in the name of HKSCC Nominees Limited. You
are not entitled to definitive certificates. Computershare
Hong Kong Investor Services Limited will maintain a
register in Hong Kong showing HKSCC Nominees Limited
as the registered holder of the warrants. Any notices
delivered to HKSCC Nominees Limited as the registered
holder of the warrants will be communicated to you or your
broker/custodian as CCASS participants in accordance
with the General Rules of CCASS and the CCASS
Operational Procedures. You may have to rely on your
broker/custodian to ensure the notices reach you.
You, as a beneficial holder of the warrants are not entitled
to any certificate representing your interests in the
warrants. You can refer to the records of CCASS or your
broker/custodian and the statements you receive from
CCASS or your broker/custodian to determine your
beneficial interest in the warrants.
Transfers of warrants You can only transfer your warrants in board lots or integral
multiples thereof in CCASS in accordance with the
General Rules of CCASS and the CCASS Operational
Procedures. If you transfer your warrants through the stock
exchange, settlement must currently be made not later
than two trading days after the dealing was entered into.
−6−
Status of the warrants upon
liquidation
The warrants will constitute our general, unsecured,
contractual obligations and of no other person and will
rank equally among themselves and (save for certain
obligations required to be preferred by law) equally with all
our other unsecured obligations.
Governing law Hong Kong law.
Maintenance of register Computershare Hong Kong Investor Services Limited will
maintain the register for the warrants.
Liquidity provider Taifook Securities Company Limited
Address: 25th Floor, New World Tower
16-18 Queen’s Road Central
Hong Kong
Telephone: (852) 2801 2477
−7−
TERMS AND CONDITIONS OF THE WARRANTS
The conditions applicable to the warrants are set out in the section “Terms and
Conditions of the Call Warrants (Cash Settled)” of our base listing document. For the
purposes of the conditions, the terms below shall have the following meanings:
Board Lot: 50,000 Warrants
Company: China Shenhua Energy Company Limited
Entitlement: One Share
Exercise Amount: One hundred Warrants
Exercise Price: HK$80.080
Issue Date: 18th October, 2007
Maturity Date: 10th October, 2008
Shares: Existing issued ordinary H shares of RMB1.00 each of the
Company
Warrants: 620,000,000 European Style (Cash Settled) Call Warrants
in Global Registered Form due 10th October, 2008 relating
to the Shares
−8−
INFORMATION RELATING TO THE COMPANY
Where can you obtain information on the company, such as its published
consolidated financial statements and its interim financial statements, if any?
You can do the following:
talk to your financial advisers
view the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk)
view the website of the company (www.csec.com). The company may not always
maintain a website and may change or add a new website or websites, or may
amend, or remove any information posted on such websites. You should conduct
your own web searches to ensure that you are viewing the most up-to-date version
of the company’s website. We accept no responsibility for that information,
including whether that information is accurate, complete or up-to-date.
−9−
INFORMATION ON THE LIQUIDITY PROVIDER
Will there be a market for the warrants?
The stock exchange requires us to provide
liquidity in the warrants to ensure that there
will always be a market price available for the
purchase and sale of the warrants (subject to
the circumstances described below). We
have appointed Taifook Securities Company
Limited (ID Number 9633) as the liquidity
provider for the warrants.
What is a liquidity provider?
The liquidity provider is a third party broker
who has entered into an agreement with us.
The liquidity provider is a stock exchange
participant and is therefore subject to
prudential and conduct regulation by the
stock exchange and the Securities and
Futures Commission. The liquidity provider
has agreed to act as our agent in providing
liquidity in the warrants. If the liquidity
provider is unable to perform its functions, we
will appoint a substitute liquidity provider for
the warrants.
How will the liquidity provider provide
liquidity?
The liquidity provider will use its reasonable
endeavours to make a market in the warrants
by responding to requests for bid and offer
prices. You can request for a price by calling
(852) 2801 2477. The liquidity provider will
respond to your request within 10 minutes of
your request.
All quotes will be displayed on the designated
stock page for the warrants. The liquidity
provider will provide quotes with a maximum
of a 25 tick spread (where ‘spread’ is as
prescribed under the rules of the stock
exchange) or HK$0.10, whichever is greater,
between bid and offer prices, for a minimum
of ten board lots of the warrants. The liquidity
provider will provide you with prices for the
warrants in the secondary market during the
life of the warrants. Such prices will be
available on each business day on which the
warrants are traded on the stock exchange
from five minutes after the market opens until
the market closes on any such business day.
How does the liquidity provider calculate
the prices?
Any price provided by the liquidity provider
will be based on a pricing model which takes
into account such factors as the liquidity
provider deems appropriate, including,
without limitation, the volatility and price of
the shares, the time left to the expiry of the
warrants, the exercise price of the warrants,
the dividend history of the shares and the
prevailing interest rate climate.
Are there circumstances that the liquidity
provider cannot provide liquidity?
There will be circumstances under which the
liquidity provider may not be able to, and will
not be obliged to, provide liquidity. Such
circumstances include:
(i) when the warrants are suspended from
trading for any reason including, but
without limitation, as a result of the
shares being suspended from trading;
(ii) when there are no warrants available for
market making activities by our
appointed liquidity provider (in which
event, only a bid price for the warrants
will be available), and for the avoidance
of doubt, in determining whether
warrants are available for market
making activities, warrants held by us or
any of our affiliates on our behalf in a
fiduciary or agency (as opposed to
proprietary) capacity shall not be
available for market making activities;
(iii) during the period of five business days
immediately prior to the expiry date of
the warrants;
(iv) operational and technical problems
affecting the ability of the liquidity
provider to provide liquidity or
operational and technical problems
affecting the proper functioning of the
stock exchange;
−10−
(v) if the stock market experiences
exceptional price movement and
volatility, i.e. during fast markets;
(vi) the occurrence of market disruption
events, including, without limitation, any
suspension of or limitation imposed on
trading (caused by movements in price
exceeding limits permitted by the
relevant exchange or otherwise) in the
shares or any warrants, options
contracts or futures contracts relating to
the shares;
(vii) when the ability of the liquidity provider
acting on our behalf to source a hedge
or unwind an existing hedge, as
determined by the liquidity provider in its
discretion acting in good faith, is
materially affected by prevailing market
conditions (in which case either only a
bidpriceoronlyanofferpriceofthe
warrants shall be made but not both);
and
(viii) when the fair value of each warrant (as
determined by the liquidity provider
based on the pricing model) is less than
HK$0.01, then the liquidity provider will
not be obliged to provide a bid price for
the warrants.
−11−
OUR RECENT DEVELOPMENTS
On 29 May 2007, Fortis N.V. and Fortis S.A./N.V., together with The Royal Bank of
Scotland Group plc and Banco Santander Central Hispano, S.A. (collectively the “Banks”)
announced a public offer for 100% of the issued and outstanding share capital of ABN AMRO
Bank N.V. (the “Offer”). The Offer was subsequently confirmed on 16 July 2007.
It is intended that, as a result of the Offer, Fortis N.V. and Fortis S.A./N.V. will acquire
ABN AMRO Bank N.V.’s retail and commercial banking business in the Netherlands, as well
as the global private banking and asset management businesses. The combination of Fortis
N.V. and Fortis S.A./N.V.’s businesses and such ABN AMRO Bank N.V.’s businesses will
create a top European financial institution that has more than 80,000 employees worldwide
and more than 10 million customers in the Benelux region alone.
For more information and the latest developments on the Offer, please visit our website
www.fortis.com.
−12−
FURTHER INFORMATION
Are we regulated by any bodies under
the rules?
Other than our Hong Kong branch being a
licensed bank in Hong Kong regulated by the
Hong Kong Monetary Authority, we are not
regulated by any of the bodies referred to in
rule 15A.13(2) or (3) of the rules. We are
regulated by the Banking, Finance and
Insurance Commission of Belgium.
Have we been rated by any credit rating
agency?
As at the date of this document, our senior
unsecured/long term debt was rated Aa2 by
Moody’s Investors Service, Inc., AA- by
Standard and Poor’s Ratings Services, a
division of The McGraw-Hill Companies, Inc.
and AA- by Fitch Ratings Ltd.
Are we involved in any litigation?
Except as set out in this document and in our
base listing document, neither we nor any
member of our group are involved in any
litigation, claims or arbitration proceedings
which are material in the context of the issue
of the warrants. Also, we are not aware of any
proceedings or claims which are threatened
or pending against us or any member of our
group.
Has there been any material adverse
change?
Except as set out in this document and in the
base listing document, there has been no
material adverse change in our financial
position, taken as a whole, since 31st
December, 2006.
Who makes determinations and
calculations?
We will make any necessary determinations
or calculations in respect of the warrants.
Where can you find out information
about us?
You can find out more about us on the
website of the group of companies to which
we belong, which is www.fortis.com.
Are there any experts/auditors involved?
Our auditors, SCCRL-BCVBA Klynveld Peat
Marwick Goerdeler Bedrijfsrevisoren/
Reviseurs d’Entreprises and SCCRL-BCVBA
PricewaterhouseCoopers Bedrijfsrevisoren/
Reviseurs d’Entreprises, have given and
have not withdrawn their written consent to
the inclusion of their report dated 23rd March,
2007, in our base listing document and/or the
references to their name, in our base listing
document, in the form and context in which
they are included. The report was not
prepared exclusively for incorporation in our
base listing document. Our auditors do not
have any shareholding in our company or any
of our subsidiaries, nor do they have the right
(whether legally enforceable or not) to
subscribe for or to nominate persons to
subscribe for our securities or our
subsidiaries’ securities.
Are there any arrangements with
brokers?
We do not have any special arrangements in
place with any brokers with respect to the
distribution of the warrants.
Do the stock exchange and the
Securities and Futures Commission
charge any fees?
The stock exchange charges a trading fee of
0.005 per cent. and the Securities and
Futures Commission charges a transaction
levy of 0.004 per cent. in respect of each
transaction effected on the stock exchange
payable by each of the seller and the buyer
and calculated on the value of the
consideration for the relevant securities. The
levy for the investor compensation fund is
currently suspended.
Is stamp duty payable?
There is no stamp duty payable in Hong Kong
on the transfer of the warrants.
Has there been any updated information
about us since the date of our base
listing document?
There is no supplemental information about
us except for as set out in the section headed
“Our Recent Developments”. Save for the
information disclosed in the preceding
sentence, the information in our base listing
document is up-to-date and is true and
accurate as at the date of this document,
except as modified and supplemented in this
document.
−13−
MORE INFORMATION ABOUT OUR WARRANTS
What happens if a market disruption
event occurs on a valuation date?
Generally, if we decide that a market
disruption event has occurred on a valuation
date, then that valuation date will be
postponed until the next business day on
which there is no market disruption.
However, if the postponed valuation date falls
on the expiry date (or after), then the
business day before the expiry date will be
the valuation date even if there may be
market disruption on that day. In this case,
we will make a good faith estimate of the
value of the shares on that valuation date.
Please refer to condition 2(c) for a list of
events constituting a market disruption event
and condition 4(B)(d) for details.
Who should buy the warrants? Are they
suitable for everyone?
The warrants are not suitable for everyone.
You should make sure you fully understand
the terms of the warrants, how the warrants
work and the associated risks. The risk factor
sections in our base listing document and in
this document highlight some of the
associated risks and you should study them
carefully. You should also consider your
financial position and investment objectives
before deciding to invest in the warrants.
Most importantly, you should consult your
financial advisers, accounting and tax
professionals where necessary.
Where can you find more information
about us and the warrants?
Our warrants are issued under our Hong
Kong listed warrant programme. The
programme is described in our base listing
document dated 30th April, 2007. Please
read our base listing document together with
this document carefully before you decide
whether to buy our warrants. Our base listing
document contains important information,
including information about:
our business, financial condition and
profitability;
the risks of buying our warrants;
Hong Kong taxation issues in relation to
our warrants; and
the legally binding terms and conditions
of the warrants.
We have not authorised anyone to give you
any information about our warrants other
than the information in this document and our
base listing document. You should not rely on
any other information and we will not be
responsible for any losses arising from such
other information. Our base listing document
and this document are also available in a
Chinese translation if you prefer.
−14−
PARTIES INVOLVED IN THE ISSUE
Registered Office
Montagne du Parc 3
B-1000 Brussels
Belgium
Place of Business in Hong Kong
26th Floor
Fortis Bank Tower
77-79 Gloucester Road
Wanchai
Hong Kong
Registrar and Transfer Office
Computershare Hong Kong Investor Services Limited
Rooms 1712-1716, 17th Floor
Hopewell Centre
183 Queen’s Road East
Hong Kong
Liquidity Provider
Taifook Securities Company Limited
25th Floor, New World Tower
16-18 Queen’s Road Central
Hong Kong
Legal Advisers
As to Hong Kong law
Allen & Overy
9th Floor
Three Exchange Square
Central
Hong Kong
Joint Auditors
SCCRL – BCVBA PricewaterhouseCoopers
Bedrijfsrevisoren/Reviseurs d’Entreprises
Woluwe Garden
Woluwedal 18
B-1932 Sint-Stevens-Woluwe
Belgium
SCCRL – BCVBA Klynveld Peat Marwick
Goerdeler Bedrijfsrevisoren/
Reviseurs d’Entreprises
Avenue du Bourget 40
B-1130 Brussels
Belgium
