Cheung Kong Property Holdings Limited 長江實業地產有限公司
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If you are in any doubt about any of the contents of this listing document, you should obtain independent professional advice. CHEUNG KONG PROPERTY HOLDINGS LIMITED 長江實業地產有限公司 (Incorporated in the Cayman Islands with limited liability) LISTING BY WAY OF INTRODUCTION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE COMPANY ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED Stock Code : 1113 Joint Sponsors (in alphabetical order) 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 listing document, make no representation as to its 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 listing document. This listing document is published in connection with the Listing and contains particulars given in compliance with the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the Listing Rules solely for the purpose of giving information with regard to the Group. This listing document does not constitute an offer of, nor is it calculated to invite offers for, shares or other securities of the Company, nor have any such shares or other securities been allotted with a view to any of them being offered for sale to, or subscription by, the public. No Shares will be allotted or issued in connection with, or pursuant to, this listing document. The Shares have not been registered under the U.S. Securities Act or the laws of any state in the United States, and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state laws. There will be no public offering of securities in the United States. Neither the SEC nor any other U.S. federal or state securities commission or regulatory authority has approved or disapproved of the Shares or passed an opinion on the adequacy of this listing document. Any representation to the contrary is a criminal offence in the United States. Neither this listing document nor any copy hereof may be released, forwarded or distributed, directly or indirectly, in or into the United States or any other jurisdiction where such release or distribution might be unlawful. CKH Holdings Shareholders and Beneficial CKH Holdings Shareholders located or resident in jurisdictions other than Hong Kong, including but not limited to those in the United States, should refer to the important information set out in “The Distribution In Specie and the Spin-off – Distribution In Specie – Non-Qualifying CKH Holdings Shareholders” and “Appendix VII – General Information – Information for Overseas Shareholders”. Your attention is drawn to “Risk Factors”. Information regarding dealings and settlement of dealings in the Shares following completion of the Listing is set out in “The Distribution In Specie and the Spin-off”. 8 May 2015 EXPECTED TIMETABLE(1) Last day of dealings in CKH Holdings Shares on a cum entitlement basis .................................... Tuesday, 26 May 2015 First day of dealings in CKH Holdings Shares on an ex entitlement basis ................................... Wednesday, 27 May 2015 Latest time for lodging transfers of the CKH Holdings Shares to qualify for the entitlement to the Distribution In Specie ............. 4:30 p.m. on Thursday, 28 May 2015 Closure of the register of members of CKH Holdings for determining the entitlement to the Distribution In Specie .......... from Friday, 29 May 2015 to Tuesday, 2 June 2015 (both days inclusive) Despatch of Share certificates on(2) ................................ Tuesday, 2 June 2015 Record Time ..................................... 8:50 a.m. on Wednesday, 3 June 2015 Dealings in the Shares on the Stock Exchange expected to commence at(2) ............................... 9:00 a.m. on Wednesday, 3 June 2015 Payment to Non-Qualifying CKH Holdings Shareholders of the net proceeds of the sale of the Shares which they would otherwise receive pursuant to the Distribution In Specie on or around(3) ..................... Wednesday, 24 June 2015 Notes: (1) All dates and times refer to Hong Kong dates and times unless otherwise indicated. (2) The Share certificates are expected to be despatched to the Qualifying CKH Holdings Shareholders on Tuesday, 2 June 2015. If the Distribution In Specie does not become unconditional, the Share certificates will not become valid and dealings in the Shares on the Stock Exchange will not commence on Wednesday, 3 June 2015. (3) Non-Qualifying CKH Holdings Shareholders will be entitled to the Distribution In Specie but will not receive the Shares. Instead, the Shares which the Non-Qualifying CKH Holdings Shareholders would otherwise receive pursuant to the Distribution In Specie will be issued to a nominee selected by the CKH Holdings Board, who will sell such Shares on the market as soon as reasonably practicable following the commencement of dealings in the Shares on the Stock Exchange. The aggregate proceeds of such sale (net of expenses and taxes) will be paid to the relevant Non-Qualifying CKH Holdings Shareholders (pro rata to their shareholdings in CKH Holdings as at the Record Time) in Hong Kong dollars in full satisfaction of the relevant Shares which they would otherwise receive pursuant to the Distribution In Specie, provided that if the amount that a Non-Qualifying CKH Holdings Shareholder would be entitled to receive is less than HK$50, such sum will be retained for the benefit of CKH Holdings. The CKH Holdings Board and the Board do not propose that the Shares be allotted and issued to CKH Holdings Shareholders in the United States as part of the Distribution In Specie unless it is determined that it can be done in transactions that are exempt from or do not require registration under the U.S. Securities Act. By reference to the register of members of CKH Holdings and the register of members of Hutchison as at the Latest Practicable Date, the Excluded Jurisdictions would include Australia, the Cayman Islands, the United Arab Emirates and the United States. If the Excluded Jurisdictions turn out to be different, CKH Holdings will announce, after the Record Time, the Excluded Jurisdictions. Such announcement is expected to be made on Wednesday, 3 June 2015. Further information is set out in “The Distribution In Specie and the Spin-off”. –i– EXPECTED TIMETABLE(1) If the Listing does not proceed, the Company will make an announcement as soon as practicable thereafter. Any persons who deal in the Shares prior to the receipt of the Share certificates or prior to the Share certificates becoming valid do so entirely at their own risk. –ii– CONTENTS IMPORTANT NOTICE We have not authorised anyone to provide you with information that is different from what is contained in this listing document. Any information or representation not made in this listing document must not be relied on by you as having been authorised by the Company or any of the Relevant Persons. Page Expected Timetable......................................................... i Contents................................................................. iii Questions and Answers ...................................................... v Summary ................................................................ 1 The Distribution In Specie and the Spin-off ....................................... 20 Responsibility Statement ..................................................... 29 Forward-Looking Statements .................................................. 30 Risk Factors .............................................................. 31 Directors and Parties Involved in the Spin-off...................................... 70 Corporate Information ....................................................... 73 History and Reorganisation ................................................... 76 Industry Overview ......................................................... 89 Business................................................................. 110 Financial Information ....................................................... 182 Share Capital ............................................................. 274 Substantial Shareholders ..................................................... 275 Relationship with the Controlling Shareholders ..................................... 278 Connected Transactions ...................................................... 283 Directors and Senior Management .............................................. 293 Waivers from Strict Compliance with the Listing Rules ............................... 304 – iii – CONTENTS Page Appendix IA – Accountants’ Report on the Cheung Kong Property Group ........... IA-1 Appendix IB – Accountants’ Report on the Hutchison Property Group .............. IB-1 Appendix II – Unaudited Pro Forma Financial Information ...................... II-1 Appendix III – Property Valuation ........................................ III-1 Appendix IV – Regulatory Overview ...................................... IV-1 Appendix V – Summary of the Constitution of the Company and Cayman Companies Law .................................. V-1 Appendix VI – Taxation................................................ VI-1 Appendix VII – General Information ....................................... VII-1 Appendix VIII – Documents Available for Inspection ............................VIII-1