Longfor Properties Co. Ltd. 龍湖地產有限公司 (Incorporated in the Cayman Islands with Limited Liability)
Total Page:16
File Type:pdf, Size:1020Kb
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Web Proof Information Pack, make no representation as to its accuracy or completeness and expressly disclaim and liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Web Proof Information Pack. Web Proof Information Pack of Longfor Properties Co. Ltd. 龍湖地產有限公司 (Incorporated in the Cayman Islands with limited liability) WARNING This Web Proof Information Pack is being published as required by The Stock Exchange of Hong Kong Limited (“HKEx”)/the Securities and Futures Commission solely for the purpose of providing Information to the public in Hong Kong. This Web Proof Information Pack is in draft form. The information contained in it is incomplete and is subject to change which can be material. By viewing this Web Proof Information Pack, you acknowledge, accept and agree with Longfor Properties Co. Ltd. (the “Company”), any of its sponsors, advisers and/or members of the underwriting syndicate that: (a) this Web Proof Information Pack is only for the purpose of facilitating equal dissemination of information to investors in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this Web Proof Information Pack; (b) the posting of the Web Proof Information Pack or any supplemental, revised or replacement pages thereof on the HKEx website does not give rise to any obligation of the Company, any of its sponsors, advisers and/or members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with any offering; (c) the contents of the Web Proof Information Pack or any supplemental, revised or replacement pages thereof may or may not be replicated in full or in part in the actual prospectus; (d) this Web Proof Information Pack may be updated or revised by the Company from time to time but each of the Company and its affiliates, sponsors, advisers and members of the underwriting syndicate is under no obligation, legal or otherwise, to update any information contained in this Web Proof Information Pack; (e) this Web Proof Information Pack does not constitute a prospectus, notice, circular, brochure or advertisement or document offering to sell any securities to the public in any jurisdiction, nor is it an invitation or solicitation to the public to make offers to acquire, subscribe for or purchase any securities, nor is it calculated to invite or solicit offers by the public to acquire, subscribe for or purchase any securities; (f) this Web Proof Information Pack must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended; (g) neither the Company nor any of its affiliates, sponsors, advisers or members of the underwriting syndicate is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this Web Proof Information Pack; (h) neither the Company nor any of its affiliates, sponsors, advisers or members of the underwriting syndicate makes any express or implied representation or warranty as to the accuracy or completeness of the information contained in this Web Proof Information Pack; (i) each of the Company and any of its affiliates, sponsors, advisers and members of the underwriting syndicate expressly disclaims any and all liabilities on the basis of any information contained in, or omitted from, or any inaccuracies or errors in, this Web Proof Information Pack; (j) the Company has not and will not register the securities referred to in this Web Proof Information Pack under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws of the United States; and (k) as there may be legal restrictions on the distribution of this Web Proof Information Pack or dissemination of any information contained in this Web Proof Information Pack, you agree to inform yourself about and observe any such restrictions applicable to you. THE WEB PROOF INFORMATION PACK IS NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN THE UNITED STATES. ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NEITHER THIS WEB PROOF INFORMATION PACK NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES. THIS WEB PROOF INFORMATION PACK IS NOT BEING MADE AND MAY NOT BE DISTRIBUTED OR SENT INTO CANADA OR JAPAN. Any offer or invitation to make an offer for any securities will only be made to the public in Hong Kong after the Company has registered its prospectus in accordance with the Companies Ordinance (Cap 32). If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on a prospectus of the Company registered with the Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period. THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained herein is incomplete and subject to change and it must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. CONTENTS This Web Proof Information Pack contains the following information relating to the Company extracted from post hearing proof of the draft document: • Summary • Definitions • Forward-Looking Statements • Risk Factors • Directors • Corporate Information • Industry Overview • History, Reorganization and Group Structure • Relationship with Our Founders and Our Controlling Shareholders • Business • Directors, Senior Management and Employees • Substantial Shareholders • Share Capital • Financial Information • Future Plans • Appendix I: Accountant’s Report • Appendix IV: Property Valuation • Appendix V: Summary of Principal PRC Legal and Regulatory Provisions • Appendix VI: Summary of the Constitution of the Company and Cayman Company Law • Appendix VII: Statutory and General Information YOU SHOULD READ THE SECTION HEADED “WARNING” ON THE COVER OF THIS WEB PROOF INFORMATION PACK. THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained herein is incomplete and subject to change and it must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. SUMMARY OVERVIEW We are engaged in the property development, property investment and property management businesses CO.3rd(1) CO.3rd(3) in China. In Chongqing, the largest and most populous municipality in China, we were the market leader in App1A29(2) terms of both contract sales and GFA sold of residential properties in 2006, 2007 and 2008, according to the China Index Academy1. Leveraging our premium brand and management capabilities, we expanded into Chengdu in 2005 and Xi’an in the second half of 2007, two of the most populous and affluent cities in western China, and into Beijing in late 2005 and Shanghai in the second half of 2007. In Chengdu and Beijing, we have quickly established ourselves as a leading player in the residential property market. In Chengdu, we were ranked third in 2007 and 2008 in terms of annual contract sales of residential properties, according to the China Index Academy. In Beijing, we were ranked second in 2008 in terms of annual contract sales of residential properties, according to the China Index Academy. In 2009, we entered the Wuxi, Shenyang and Changzhou markets and we plan to continue to expand our national footprint in other selected high growth areas throughout China, including the Pan Bohai Rim and the Yangtze River Delta. Our aim is to become one of the most respected and trustworthy national market leaders in the property industry in China. We have a wide product spectrum and a broad customer base. Our residential property development projects cover a wide range of middle-to-high end products, including high-rise apartment buildings, low-rise garden apartments (花園洋房), townhouses and luxury stand-alone houses, offering residences for the mass market, the middle class and the upper class. We have also built various middle to large scale shopping malls and other commercial properties. We have adopted a threefold “multiple products, selected regional focus” strategy under which we initially focus on supplying a wide range of property products in the cities where we already operate. Secondly, we will selectively penetrate into other regions that are expected to have a large population inflow and in particular, locations where higher income and well-educated people prefer to reside. Finally, we aim to become a market leader in every regional market where we have a business presence. Under this strategy, we have, in the past ten years, taken a disciplined and systematic approach to accumulate experience and expertise on a wide variety of property development and property investment projects, and on building a professional management team, a decentralized corporate structure and an information technology platform that can support rapid regional expansion. As of August 31, 2009, we had completed 15 residential and commercial projects, as well as certain phases of four residential and commercial projects, with a total GFA of approximately 5,054,792 sq.m. (including car parks). As of August 31, 2009, we had retained four shopping malls in Chongqing with a total GFA of approximately 331,843 sq.m. (including car parks), which are currently being held for investment. 1 Based on a report dated September 9, 2009.