DEFINITIONS

In this prospectus,unless the context otherwise requires,the following words and expressions have the following meanings.
‘‘Affiliate’’any other person,directly or indirectly,controlling or controlled
by or under direct or indirect common control with such specified
person
‘‘Application Form(s)’’WHITE application form(s)and YELLOW application form(s)or
where the context so requires,any of them
‘‘Articles of Association’’the articles of association of the Company,adopted on
September10,2007and as amended from time to time
‘‘Board’’the board of directors of the Company
‘‘Bosideng Advertising’’Changshu Bosideng Advertising Co.,Ltd.*(常熟市波司登廣告有
限公司),a limited liability company incorporated in the PRC on
September12,1996,currently wholly owned by Jiangsu
Bosideng.Bosideng Advertising is a member of our Group
‘‘Bosideng BVI’’Bosideng International Fashion Limited(波司登國際服飾有限公
司),a limited liability company incorporated in the BVI on July
11,2006,currently wholly owned by the Company.Bosideng
BVI is a member of our Group
‘‘Bosideng Corporation’’Bosideng Corporation Limited by Shares*(波司登股份有限公
司),a company limited by shares incorporated in the PRC on
June30,1994,currently owned by Shanghai Bosideng Holdings
Group(as to67.54%),Dezhou Kangxin Investment Co.,Ltd.(as
to19.46%),Shandong Kangbo Industry Co.,Ltd.(as to7.50%),
Jiangsu Kangbo Investment Co.,Ltd.(as to5.00%)and Mr.Gao
Dekang(as to0.50%).Bosideng Corporation is a company
controlled by Mr.Gao Dekang
‘‘Bosideng Design Center’’Shanghai Bosideng Fashion Design Development Center Co.,
Ltd.*(上海波司登服裝設計開發中心有限公司),a limited liability
company incorporated in the PRC on March23,2001,currently
wholly owned by Bosideng International Fashion.Bosideng
Design Center is a member of our Group
‘‘Bosideng Group’’Bosideng Corporation,its shareholders,subsidiary companies
and associated companies at the relevant time and,where the
context so requires,(a)in respect of the period prior to the
completion of the Reorganization,may include our predecessor
entities,and(b)in respect of the period after the completion of
the Reorganization,excludes members of the Group
‘‘Bosideng Import and Export’’Changshu Bosideng Import and Export Co.,Ltd.*(常熟市波司登
進出口有限公司),a limited liability company incorporated in
PRC on April11,2002,currently wholly owned by Jiangsu
Bosideng.Bosideng Import and Export is a member of our
Group
‘‘Bosideng International Fashion’’Shanghai Bosideng International Fashion Co.,Ltd.*(上海波司
登國際服飾有限公司),a limited liability company incorporated in
the PRC on June23,2005,currently wholly owned by Bosideng
BVI.Bosideng International Fashion is a member of our Group ‘‘business day’’a day that is not a Saturday,Sunday or public holiday in Hong
Kong
‘‘BVI’’the British Virgin Islands
‘‘Cayman Companies Law’’the Companies Law,Cap.22(Law3of1961,as consolidated
and revised)of the Cayman Islands
‘‘CCASS’’the Central Clearing and Settlement System established and
operated by HKSCC
‘‘CCASS Broker Participant’’a person admitted to participate in CCASS as a broker
participant
‘‘CCASS Custodian Participant’’a person admitted to participate in CCASS as a custodian
participant
‘‘CCASS Investor Participant’’a person admitted to participate in CCASS as an investor
participant who may be an individual or joint individuals or a
corporation
‘‘CCASS Participant’’a CCASS Broker Participant or a CCASS Custodian Participant
or a CCASS Investor Participant
‘‘Changshu Bingxu’’Changshu Bingxu Fashion Co.,Ltd.*(常熟冰旭服飾有限公司),a
limited liability company incorporated in the PRC on October20,
2005,currently owned by Shanghai Bosideng Holdings Group
(as to80%)and Dezhou Kangxin Investment Co.,Ltd.(as to
20%).Changshu Bingxu is a company controlled by Mr.Gao
Dekang
‘‘China’’or‘‘PRC’’the People’s Republic of China,but for the purpose of this
prospectus and for geographical reference only and except
where the context requires,references in this prospectus to
‘‘China’’and the‘‘PRC’’do not apply to Taiwan,the Macau
Special Administrative Region and Hong Kong
‘‘CIIIC’’China Industrial Information Issuing Centre*(中國行業企業信息
發佈中心)
‘‘Companies Ordinance’’the Companies Ordinance(Chapter32of the Laws of Hong
Kong)
‘‘Company’’or‘‘our Company’’Bosideng International Holdings Limited(波司登國際控股有限
公司),a company incorporated in the Cayman Islands on July
10,2006with limited liability,currently owned by Kong Bo
Investment(BVI)(as to85.74%),Kong Bo Development(BVI)
(as to0.88%),Olympics Investment(as to12.23%)and Gather
Wealth Holdings Limited(as to1.15%)
‘‘Controlling Shareholders’’Kong Bo Investment,Kong Bo Development,Mr.Gao Dekang,
Ms.Mei Dong and Mr.Gao Xiaodong
‘‘CSRC’’China Securities Regulatory Commission(中國證券監督管理委
員會)
‘‘Director(s)’’the director(s)of the Company
‘‘ERP system’’the Enterprise Resource Planning system,an application
system to achieve integration of business and technical
information with the aim of improving business processes,
including both front office and back office functions
‘‘Global Offering’’the Hong Kong Public Offering and the International Placing ‘‘Group’’or‘‘our Group’’our Company and its subsidiaries at the relevant time or,where
the context so requires,in respect of the period before our
Company became the holding company of its present
subsidiaries,the present subsidiaries of our Company or the
businesses operated by its present subsidiaries or(as the case
may be)their predecessors
‘‘HKSCC’’Hong Kong Securities Clearing Company Limited
‘‘HKSCC Nominees’’HKSCC Nominees Limited,a wholly-owned subsidiary of
HKSCC
‘‘Hong Kong’’or‘‘HK’’the Hong Kong Special Administrative Region of the PRC
‘‘Hong Kong Companies Ordinance’’the Hong Kong Companies Ordinance(Chapter32of the Laws of Hong Kong)
‘‘Hong Kong dollars’’or‘‘HK
dollars’’or‘‘HK$’’
Hong Kong dollars,the lawful currency of Hong Kong
‘‘Hong Kong Public Offering’’the offer of the Hong Kong Offer Shares for subscription by the
public in Hong Kong
‘‘Hong Kong Offer Shares’’the198,800,000new Shares(subject to adjustment)being
offered by us for subscription pursuant to the Hong Kong Public
Offering
‘‘Hong Kong Stock Exchange’’The Stock Exchange of Hong Kong Limited
‘‘Hong Kong Underwriters’’the several underwriters of the Hong Kong Public Offering listed
in the section headed‘‘Underwriting—Hong Kong
Underwriters’’
‘‘Hong Kong Underwriting Agreement’’the underwriting agreement dated September25,2007relating to the Hong Kong Public Offering entered into among us,the Controlling Shareholders(other than Mr.Gao Xiaodong),the Hong Kong Underwriters and the Joint Global Coordinators
‘‘HSBC Private Equity’’The HSBC Private Equity Fund3Limited
‘‘Huang Qiaolian’’Ms.Huang Qiaolian,also known as Ms.Zhu Lin
‘‘IFRS’’International Financial Reporting Standards
‘‘International Placing’’the conditional placing of the International Placing Shares to
institutional,professional and other investors
‘‘International Placing Agreement’’the international placing agreement relating to the International
Placing expected to be entered into among us,the Selling
Shareholder,the Controlling Shareholders(other than Mr.Gao
Xiaodong),the International Underwriters and the Joint Global
Coordinators on or around October4,2007
‘‘International Placing Shares’’the1,789,200,000Shares(subject to adjustment and the Over-
allotment Option),of which1,671,200,000Shares are to be
issued by us and118,000,000Shares are to be offered for Sale
by the Selling Shareholder
‘‘International Underwriters’’the several underwriters of the International Placing
‘‘Investment Agreement’’the Investment Agreement entered into by the Company,Mr.
Gao Dekang,Kong Bo Investment and Olympics Investment
dated July30,2006(as amended on September5,2006)
‘‘Jiangsu Bosideng’’Jiangsu Bosideng Down Wear Limited*(江蘇波司登羽絨服裝有
限公司),a limited liability company incorporated in the PRC on
March30,2006,currently owned by Bosideng BVI(as to49%)
and Bosideng International Fashion(as to51%).Jiangsu
Bosideng is a member of our Group
‘‘Jiangsu Xuezhongfei’’Jiangsu Xuezhongfei Apparels Manufacturing Co.,Ltd.*(江蘇雪
中飛製衣有限公司),a limited liability company incorporated in
PRC on September24,1997,currently wholly owned by
Bosideng Corporation.Jiangsu Xuezhongfei is a company
controlled by Mr.Gao Dekang
‘‘Jinan Jiahua’’Jinan Jiahua Shopping Square Group Co.,Ltd.by Share*(濟南
嘉華購物廣場集團股份有限公司),a limited liability company
incorporated in the PRC on June4,1999,currently owned by
Shenzhen Jiahe Weiye Investment&Development Co.,Ltd.*
(as to53.2%),Jiangsu Kangbo Investment Co.,Ltd.(as to
18.3%),Dezhou Kangxin Industry Co.,Ltd.(as to16.7%),Jinan
Hualian Store Group Company Limited by Shares*(as to3.8%),
and Labour Union Committee of Jinan Hualian Store Group
Company Limited by Shares*(as to8.0%)
‘‘Joint Global Coordinators’’,‘‘Joint Bookrunners’’,‘‘Joint Sponsors’’or‘‘Joint Lead Managers’’Goldman Sachs(Asia)L.L.C.and Morgan Stanley Asia Limited (in alphabetical order)
‘‘Kong Bo Development’’Kong Bo Development Limited(康博發展有限公司),a limited
liability company incorporated in the BVI on June28,2006
wholly-owned by Ms.Mei Dong
‘‘Kong Bo Investment’’Kong Bo Investment Limited(康博投資有限公司),a limited
liability company incorporated in the BVI on June28,2006,
owned by Mr.Gao Dekang(as to95%)and by Mr.Gao
Xiaodong(as to5%)
‘‘Latest Practicable Date’’September14,2007,being the latest practicable date prior to
the printing of this prospectus for the purpose of ascertaining
certain information contained in this prospectus
‘‘Listing Date’’the date,expected to be on October11,2007,on which dealings
in the Shares first commence on the Hong Kong Stock
Exchange
‘‘Listing Rules’’the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited(as amended from time to time)‘‘Memorandum of Association’’the memorandum of association of our Company
‘‘Ministry of Commerce’’Ministry of Commerce of the PRC
‘‘OEM’’original equipment manufacturing
‘‘Offer Price’’the final Hong Kong dollar price per Share(exclusive of
brokerage fee,Hong Kong Stock Exchange trading fee and
SFC transaction levy)at which the Offer Shares are to be
subscribed pursuant to the Hong Kong Public Offering
‘‘Offer Shares’’the Hong Kong Offer Shares and the International Placing
Shares together,where relevant,with any additional Shares
issued pursuant to the exercise of the Over-allotment Option ‘‘Olympics Investment’’Shanghai Olympics Investment Holdings Company Limited,an
investment vehicle of HSBC Private Equity
‘‘Over-allotment Option’’the option expected to be granted by us to the Joint Global
Coordinators exercisable under the International Placing
Agreement pursuant to which we may be required by the Joint
Global Coordinators to issue up to an aggregate of280,500,000
additional Shares,representing in aggregate approximately
14.11%of the Offer Shares initially available under the Global
Offering,at the Offer Price
‘‘PBOC’’the People’s Bank of China(中國人民銀行),the central bank of
the PRC
‘‘PRC Government’’or‘‘State’’the central government of the PRC including all governmental
subdivisions(including provincial,municipal and other regional
or local government entities)and instrumentalities thereof,or,
where the context requires,any of them
‘‘Parent Group’’Mr.Gao Dekang and his associates,other than members of the
Group(as defined for the sole purpose of the section headed
‘‘Relationship with Controlling Shareholders and Connected
Transactions’’)
‘‘Performance Adjustment Option’’the call option granted by Kong Bo Investment to Olympics
Investment,as further described in the section headed‘‘Our
History and Structure—Performance Adjustment Option
granted by Kong Bo Investment’’
‘‘Price Determination Date’’the date,expected to be on or around October4,2007but no
later than October8,2007,on which the Offer Price is fixed for
the purposes of the Global Offering
‘‘Put Option’’the put option granted by Kong Bo Investment to Olympics
Investment,as further described in the section headed‘‘Our
History and Structure—Put Option granted by Kong Bo
Investment’’
‘‘Qualified Institutional Buyers’’or
qualified institutional buyers within the meaning of Rule144A ‘‘QIBs’’
‘‘Regulation S’’Regulation S under the US Securities Act
‘‘Renminbi’’or‘‘RMB’’the lawful currency for the time being of the PRC
‘‘Reorganization’’the reorganization of the businesses comprising our Group,as
described in the section entitled‘‘Our History and Structure’’‘‘Repurchase Mandate’’the repurchase mandate granted to the Board pursuant to a
Shareholders’resolution as described in Appendix VIII
‘‘Rule144A’’Rule144A under the US Securities Act
‘‘Sale Shares’’the118,000,000Offer Shares initially being offered for sale by
the Selling Shareholder at the final Offer Price under the
International Placing
‘‘SAFE’’State Administration of Foreign Exchange of the PRC
‘‘Securities and Futures
Commission’’or‘‘SFC’’
the Securities and Futures Commission of Hong Kong
‘‘Selling Shareholder’’Olympics Investment
‘‘Series A Shares’’the Series A Voting Convertible Redeemable Preference
Shares of US$0.0001each in the capital of the Company
‘‘Series B Shares’’the Series B Voting Convertible Preference Shares of
US$0.0001each in the capital of the Company
‘‘SFO’’the Securities and Futures Ordinance(Chapter571of the Laws
of Hong Kong)
‘‘Shanghai Bingjie’’Shanghai Bingjie Fashion Co.,Ltd.*(上海冰洁服飾有限公司),a
limited liability company incorporated in the PRC on April21,
1999,currently owned by Bosideng BVI(as to49%)and
Bosideng International Fashion(as to51%).Shanghai Bingjie
(previously known as‘‘Shanghai Bosideng Fashion Co.,Ltd.’’*
(上海波司登服飾有限公司)or Shanghai Bosideng)is a member
of our Group
‘‘Shandong Bosideng’’Shandong Bosideng Fashion Co.,Ltd.*(山東波司登服飾有限公
司),a limited liability company incorporated in the PRC on May
17,2006,currently owned by Bosideng BVI(as to49%)and
Bosideng International Fashion(as to51%).Shandong
Bosideng is a member of our Group
‘‘Shanghai Bosideng Holdings Group’’Shanghai Bosideng Holdings Group Co.,Ltd.*(上海波司登控股集團有限公司)(previously known as Dezhou Dekang Investment Co.,Ltd.德州德康投資有限公司),a limited liability company incorporated in the PRC on April22,2004,currently owned by Mr.Gao Dekang(as to69.55%),Dezhou Kangxin Investment Co.,Ltd.(as to24.36%),and Jiangsu Kangbo Investment Co.,Ltd.(as to 6.09%).Shanghai Bosideng Holdings Group is a company controlled by Mr.Gao Dekang
‘‘Shanghai Kangbo’’Shanghai Kangbo International Trading Co.,Ltd.*(上海康波國
際貿易有限公司),a limited liability company incorporated in the
PRC on November6,2000,currently owned by Shanghai
Bingjie(as to90%)and Shanghai International Bidding
Company(as to10%).Shanghai Kangbo is a member of our
Group
‘‘Shanghai Kangbo Feida’’Shanghai Kangbo Feida Apparels Co.,Ltd.*(上海康博飛達服裝
有限公司),a limited liability company incorporated in the PRC on
May26,2005,owned by Bosideng Corporation(as to55%)and
Shanghai Feida Down Apparel Clothing Factory*(as to45%).
Shanghai Kangbo Feida is a company controlled by Mr.Gao
Dekang
‘‘Shanghai Shuangyu’’Shanghai Shuangyu Fashion Co.,Ltd.*(上海雙羽服飾有限公
司),a limited liability company incorporated in the PRC on June
28,2006,currently owned by Bosideng BVI(as to25%)and
Bosideng International Fashion(as to75%).Shanghai
Shuangyu is a member of our Group
‘‘Share(s)’’ordinary share(s)with nominal value of US$0.00001each in the
share capital of our Company
‘‘Shareholder(s)’’holder(s)of the Share(s)
‘‘Shareholders’Agreement’’the Shareholders’Agreement entered into by the Company,
Olympics Investment,Kong Bo Investment,Kong Bo
Development,Mr.Gao Dekang,Ms,Mei Dong and Mr.Gao
Xiaodong dated July30,2006(as amended on September5,
2006and September14,2007)
‘‘Share Option Scheme’’the share option scheme conditionally adopted by the Company
pursuant to a resolution passed by the Shareholders on
September10,2007,the principal terms of which are
summarized in the section headed‘‘Share Option Scheme’’in
Appendix VIII to this prospectus
‘‘Share Scheme’’the share scheme of the Company,the principal terms of which
are summarized in the section headed‘‘Share Scheme’’in
Appendix VIII to this prospectus
‘‘Stabilizing Manager’’Morgan Stanley Asia Limited
‘‘Suzhou Shuncheng’’Suzhou Shuncheng Investment Management Co.,Ltd.*(蘇州順
成投資管理有限公司),a limited liability company incorporated in
the PRC on February26,2001,currently owned by Shanghai
Bosideng Holdings Group(as to95.74%)and Dezhou Kangxin
Investment Co.,Ltd.(as to4.26%).Suzhou Shuncheng has
been a company controlled by Mr.Gao Dekang since February
1,2005
‘‘Underwriters’’the Hong Kong Underwriters and the International Underwriters ‘‘Underwriting Agreements’’the Hong Kong Underwriting Agreement and the International
Placing Agreement
‘‘Union Holdings’’China Union Holdings Ltd.*(深圳華聯控股股份有限公司),its
former name being Shenzhen Huizhong Chemical Fiber
Industrial Co.,Ltd.by Shares*(深圳市惠中化纖實業股份有限
公司),a company limited by shares incorporated in PRC on
November11,1993and listed on the Shenzhen Stock
Exchange(000036).Union Holdings is a third party
independent from the Group
‘‘United States’’or‘‘US’’the United States of America,its territories,its possessions and
all areas subject to its jurisdiction
‘‘US$’’or‘‘US dollars’’United States dollars,the lawful currency of the United States ‘‘US Securities Act’’the US Securities Act of1933,as amended,and the rules and
regulations promulgated thereunder
‘‘we’’,‘‘us’’or‘‘our’’our Company or our Group(as the context may require)
‘‘Zhejiang Sanhong’’Zhejiang Sanhong International Feather Co.,Ltd.*(浙江三弘國
際羽毛有限公司),a limited liability company incorporated in
PRC on March30,1994,currently wholly owned by Hong Kong
Sanhong International Co.,Ltd.*.Zhejiang Sanhong is a third
party independent from the Group
The terms‘‘associate’’,‘‘connected person’’,‘‘connected transaction’’,‘‘controlling shareholder’’,‘‘subsidiary’’and‘‘substantial shareholder’’shall have the meanings given to such terms in the Listing Rules,unless the context otherwise requires.
*denotes English translation of the name of a Chinese company or entity,or vice versa,and is provided for identification purposes only。