Longfor Properties Co. Ltd. 龍湖地產有限公司
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IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. Longfor Properties Co. Ltd. App1A1 龍湖地產有限公司 R8.02 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares offered under the : 1,000,000,000 Shares (subject to adjustment App1A23(1) Global Offering and the Over-allotment Option) Number of Hong Kong Offer Shares : 100,000,000 Shares (subject to adjustment) Number of International Offer Shares : 900,000,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$7.10 per Offer Share, plus brokerage fee App1A15(2)(c) of 1%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$0.10 per Share App1A15(2)(c) Stock Code : 960 Joint Global Coordinators, Joint Bookrunners, Joint Sponsors and Joint Lead Managers Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited R11.20 take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any R17.02(4) liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. A copy of this prospectus, together with the documents specified under the section headed “Appendix VIII — Documents Delivered to the CO S342c Registrar of Companies and Available for Inspection” to this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) and Note 9 the Company on the Price Determination Date, which is expected to be on or around Thursday, November 12, 2009 (Hong Kong time) or such later date as may be agreed between the parties, but in any event no later than Monday, November 16, 2009 (Hong Kong time). The Offer Price will be announced in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) as soon as practicable after it is fixed. The Offer Price will not be more than HK$7.10 per Offer Share and is expected to be not less than HK$6.06 per Offer Share. Investors Note 8 applying for the Hong Kong Offer Shares must pay the maximum Offer Price of HK$7.10 per Offer Share, together with brokerage fee of 1%, CO Sch3(9) SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005%, subject to refund, if the Offer Price, as finally determined, is lower than the maximum Offer Price. The Joint Global Coordinators (on behalf of the Hong Kong Underwriters) may, with our consent, reduce the Note 12 number of Offer Shares and/or the indicative Offer Price range below that stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction of the number of Offer Shares and/or the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) as soon as practicable following the decision to make such a reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. If applications for the Hong Kong Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong Public Offering, then even if the number of Offer Shares and/or the indicative Offer Price range is so reduced, such applications cannot be subsequently withdrawn. If, for whatever reason, the Joint Global Coordinators and the Company are unable to agree on the Offer Price by Monday, November 16, 2009, the Global Offering will not proceed Note 10 and will lapse. Prospective investors of the Offer Shares should note that the Hong Kong Underwriters are entitled to terminate their obligations under the Hong Kong Underwriting Agreement by notice in writing to us given by the Joint Global Coordinators (on behalf of the Hong Kong Underwriters), upon occurrence of any of the events set forth in the section headed “Underwriting — Grounds for Termination” in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the day trading in our Shares commences on the Stock Exchange. Prior to making an investment decision, prospective investors should consider carefully all the information set forth in this prospectus, including but not limited to the risk factors set forth in the section headed “Risk Factors” in this prospectus. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law of the United States and may not be offered or sold, pledged or transferred within the United States except that the Offer Shares may be offered, sold or delivered to QIBs in reliance on Rules 144A or other exemption(s) from the registration requirements under the U.S. Securities Act or outside the United States in reliance on Regulation S under the U.S. Securities Act. November 6, 2009 CO S342 EXPECTED TIMETABLE 2009 (Note 1) Application Lists open (Note 2) ....................11:45 a.m. on Wednesday, November 11, 2009 App1A15(2)(f) CO.3rd(8) Latest time for lodging WHITE and YELLOW Application Forms ...........................12:00 noon on Wednesday, November 11, 2009 Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk (Note 3)................11.30 a.m. on Wednesday, November 11, 2009 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfers or PPS payment transfer(s) .....................12:00 noon on Wednesday, November 11, 2009 Latest time to give electronic application instructions to HKSCC (Note 4) ..........................12:00 noon on Wednesday, November 11, 2009 Application Lists close (Note 2) ...................12:00 noon on Wednesday, November 11, 2009 Expected Price Determination Date (Note 5) .......................Thursday, November 12, 2009 Announcement of App1A 15(2)(k) • the Offer Price PN 18(4.4) Note 13 • the level of applications in the Hong Kong Public Offering; • the level of indications of interest in the International Offering; and • the basis of allotment of the Hong Kong Offer Shares to be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) on or before ........Wednesday, November 18, 2009 Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels, including the websites of the Stock Exchange at www.hkexnews.com.hk and our Company at www.longfor.com.cn (see paragraph headed “Results of Allocations” in the section headed “How to Apply for the Hong Kong Offer Shares”) from ...........Wednesday, November 18, 2009 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function .........Wednesday, November 18, 2009 Despatch of Share certificates or deposit of the App1A15 (2)(g) Share certificates into CCASS on or before (Note 6) .............Wednesday, November 18, 2009 Despatch of White Form e-Refund payment instructions/refund cheques on or before (Note 6) .............................Wednesday, November 18, 2009 Dealings in the Shares on the Main Board to commence at 9:30 a.m. on . .Thursday, November 19, 2009 App1A22 —i— EXPECTED TIMETABLE Notes: 1. All times and dates refer to Hong Kong local time and dates. Details of the structure of the Global Offering, including its conditions, are set forth in the section headed “Structure and Conditions of the Global Offering” in this prospectus. 2. If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, November 11, 2009, the Application Lists will not open or close on that day. Further information is set forth in the section headed “How to Apply for the Hong Kong Offer Shares — Effect of Bad Weather on the Opening of the Application Lists” in this prospectus. 3. You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. 4. Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed “How to Apply for the Hong Kong Offer Shares — Applying by giving electronic application instructions to HKSCC” in this prospectus. 5. The Price Determination Date is expected to be on or around Thursday, November 12, 2009 (Hong Kong time) and, in any event, not later than Monday, November 16, 2009 (Hong Kong time).