Altus Capital Limited
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of the LF Offers, this Composite Document and/or the accompanying Form(s) of Acceptance or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or otherwise transferred all your securities in Lai Fung Holdings Limited, you should at once hand this Composite Document and the accompanying Form(s) of Acceptance to the purchaser(s) or transferee(s), licensed securities dealer or registered institution in securities, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). This Composite Document should be read in conjunction with the accompanying Form(s) of Acceptance, the contents of which form part of the terms and conditions of the LF Offers. This Composite Document is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Composite Document and the accompanying Form(s) of Acceptance, make no representation as to their accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Composite Document and the accompanying Form(s) of Acceptance. The LF Offers are being made for the securities of a company incorporated in the Cayman Islands and while the LF Offers are subject to Hong Kong disclosure and procedural requirements, investors should be aware that these requirements are different from those of the U.S. The financial statements included herein have been prepared in accordance with Hong Kong Financial Reporting Standards and thus may not be comparable to financial statements of U.S. companies. Holy Unicorn Limited (Incorporated in the British Virgin Islands with limited liability) COMPOSITE OFFER AND RESPONSE DOCUMENT CONDITIONAL VOLUNTARY GENERAL CASH OFFERS BY HSBC ON BEHALF OF THE OFFEROR, A WHOLLY-OWNED SUBSIDIARY OF LSD, TO ACQUIRE ALL OF THE ISSUED SHARES OF LAI FUNG (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY LSD, THE OFFEROR OR THE OTHER WHOLLY-OWNED SUBSIDIARIES OF LSD) AND TO CANCEL ALL THE OUTSTANDING SHARE OPTIONS OF LAI FUNG Financial Adviser to LSD and the Offeror Independent Financial Adviser to the Lai Fung Independent Board Committee ALTUS CAPITAL LIMITED Unless the context otherwise requires, capitalised terms used in this Composite Document (including this cover page) have the same meanings as those defined in the section headed “Definitions” in this Composite Document. A “Letter from HSBC” containing, among other things, the details of the terms and conditions of the LF Offers are set out on pages 12 to 41 of this Composite Document. A “Letter from the Lai Fung Board” is set out on pages 42 to 48 of this Composite Document. A “Letter from the Lai Fung Independent Board Committee” containing its recommendations to the Disinterested Shareholders and the LF Optionholders in respect of the LF Offers is set out on pages 49 to 50 of this Composite Document. A “Letter from the Lai Fung Independent Financial Adviser” containing its advice and recommendations to the Lai Fung Independent Board Committee in respect of the LF Offers is set out on pages 51 to 75 of this Composite Document. The procedures for acceptance and settlement of the LF Offers are set out in “Appendix I — Further Terms of the LF Offers” to this Composite Document and in the accompanying Form(s) of Acceptance. Acceptance of the LF Share Offer should be received by the Registrar and acceptance of the LF Option Offer should be received by the company secretary of Lai Fung by no later than 4:00 p.m. on Friday, 22 May 2020 or such later time(s) and/or date(s) as the Offeror may determine and announce, in accordance with the Takeovers Code. The LF Offer Shareholders and the LF Optionholders should inform themselves of and observe any applicable legal, tax or regulatory requirements. See “Important Notices” on pages vii and viii of this Composite Document. Any persons including, without limitation, custodians, nominees and trustees, who would, or otherwise intend to, forward this Composite Document and/or the accompanying Form(s) of Acceptance to any jurisdiction outside of Hong Kong should read the details in this regard which are contained in section 13 “Overseas LF Shareholders and LF Optionholders” in the “Letter from HSBC” in this Composite Document before taking any action. It is the responsibility of any overseas LF Offer Shareholders and overseas LF Optionholders wishing to take any action in relation to the LF Share Offer and the LF Option Offer, respectively, to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection therewith, including obtaining all governmental, exchange control or other consents which may be required and compliance with all necessary formalities or legal requirements and the payment of any issue, transfer or other taxes payable by such overseas LF Offer Shareholders or overseas LF Optionholders in respect of the acceptance of the LF Offers (as applicable) in such jurisdiction. The overseas LF Offer Shareholders and the overseas LF Optionholders are advised to seek professional advice on deciding whether to accept the LF Offers (as applicable). This Composite Document is issued jointly by LSD, the Offeror and Lai Fung. The English texts of this Composite Document and the accompanying Form(s) of Acceptance shall prevail over their respective Chinese texts for the purpose of interpretation. 24 April 2020 CONTENTS Page Important Notices to all LF Offer Shareholders and LF Optionholders ....................................... ii Expected Timetable............................................................... ....................................................... iv Important Notices ......................................................................................................................... vii Definitions .................................................................................................................................... 1 Letter from HSBC ........................................................................................................................ 12 Letter from the Lai Fung Board ................................................................................................... 42 Letter from the Lai Fung Independent Board Committee ............................................................ 49 Letter from the Lai Fung Independent Financial Adviser ............................................................ 51 Appendix I — Further Terms of the LF Offers .................................................................... I-1 Appendix II — Financial Information of the Lai Fung Group ............................................... II-1 Appendix III — Property Valuation of the Lai Fung Group ................................................... III-1 Appendix IV — General Information of LSD and the Offeror ............................................... IV-1 Appendix V — General Information of Lai Fung .................................................................. V-1 Appendix VI — Form of LF Option Offer Letter ................................................................... VI-1 – i – IMPORTANT NOTICES TO ALL LF OFFER SHAREHOLDERS AND LF OPTIONHOLDERS The following information is important for all LF Offer Shareholders and LF Optionholders. You are urged to read this entire Composite Document, including the appendices, and the Form(s) of Acceptance carefully. • LF Share Offer Price: HK$8.99 in cash per LF Offer Share. • LF Option Offer Price: Please refer to section 5 “The LF Option Offer and the LF Option Offer Price” in the “Letter from HSBC” in this Composite Document. • How to accept the LF Offers: Please return the duly completed and signed WHITE Form of LF Share Offer Acceptance and the relevant documents to the Registrar (for the LF Share Offer) and/or the PINK Form of LF Option Offer Acceptance and the relevant documents to the company secretary of Lai Fung (for the LF Option Offer). • Deadline for acceptance: The LF Offers will close for acceptance at 4:00 p.m. on Friday, 22 May 2020 (the first LF Share Offer Closing Date), unless otherwise revised or extended. For details, please refer to “Appendix I — Further Terms of the LF Offers” to this Composite Document. • Settlement: Payments in cash will be made within seven (7) Business Days following the later of: (i) the date on which the LF Offers become or are declared unconditional in all respects, and (ii) the date of receipt of your valid acceptance. • Your prompt action is critical: Unless the LF Offers are otherwise revised or extended, the LF Offers will lapse if: (i) insufficient valid acceptances of the LF Share Offer are received (and not, where permitted, withdrawn) to result in LSD, the Offeror and the other wholly-owned subsidiaries of LSD holding in aggregate more than 50% of the voting rights in Lai Fung by 4:00 p.m. on Friday, 22 May 2020; or (ii) valid acceptances in respect of such number of LF Shares