Evergrande Property Services Group Limited 恒大物業集團有限公司 (Incorporated in the Cayman Islands with Limited Liability) GLOBAL OFFERING
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Project Eagle_Cover_client_Eng_27mm.indd 所有頁面 19/11/2020 22:16:29 IMPORTANT If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice. Evergrande Property Services Group Limited 恒大物業集團有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares : 1,621,622,000 Shares comprising 810,811,000 New Shares and 810,811,000 Sale Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 162,163,000 New Shares (subject to reallocation) Number of International Offer Shares : 1,459,459,000 Shares comprising 648,648,000 New Shares and 810,811,000 Sale Shares (including 129,730,000 Reserved Shares under the Preferential Offering) (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$9.75 per Offer Share, plus brokerage of 1%, Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.0027%, payable in full on application subject to refund on final pricing Nominal Value : US$0.0001 per Share Stock Code : 6666 Joint Sponsors, Joint Global Coordinators and Joint Bookrunners Joint Bookrunners 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 Prospectus, 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 Prospectus. A copy of this Prospectus, having attached thereto the documents specified in “Appendix V—Documents Delivered to the Registrar of Companies and Available for Inspection—Documents Delivered to the Registrar of Companies” in this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this Prospectus or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Joint Representatives (on behalf of the Underwriters) and us (for ourselves and on behalf of the Selling Shareholder) on the Price Determination Date. The Price Determination Date is expected to be on or about Thursday, November 26, 2020 and, in any event, not later than Tuesday, December 1, 2020. The Offer Price will be not more than HK$9.75 and is currently expected to be not less than HK$8.50. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum offer price of HK$9.75 for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price should be lower than HK$8.50. If, for any reason, the Joint Representatives (on behalf of the Underwriters) and us (for ourselves and on behalf of the Selling Shareholder) are unable to reach an agreement on the Offer Price on Tuesday, December 1, 2020, the Global Offering will not proceed and will lapse. The Joint Representatives (on behalf of the Underwriters, and with our consent) may reduce the number of Offer Shares and/or the indicative Offer Price range 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, a notice of the reduction in 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 well as our website at www.evergrandeservice.com and the Stock Exchange’s website at www.hkexnews.hk not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Further details are set forth in “Structure and Conditions of the Global Offering— Conditions of the Global Offering” and “How to Apply for Hong Kong Offer Shares and Reserved Shares” in this Prospectus. If applications for Hong Kong offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong Public Offer, then such applications can be subsequently withdrawn if the number of Offer Shares and/or the indicative Offer Price range is so reduced. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, the Hong Kong Offer Shares, are subject to termination by the Joint Representatives (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that trading in the Shares commences on the Stock Exchange. Such grounds are set out in “Underwriting—Underwriting Arrangements and Expenses—Hong Kong Public Offering—Grounds for Termination” in this Prospectus. It is important that you refer to that section for further details. 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 “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 in the United States and may not be offered, sold, pledged or transferred within the United States, except that the Offer Shares may be offered, sold or delivered (i) within the United States in reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A under the U.S. Securities Act or another exemption from registration under the U.S. Securities Act; and (ii) in offshore transactions outside the United States in reliance on Regulation S under the U.S. Securities Act. November 23, 2020 EXPECTED TIMETABLE(1) Despatch of BLUE Application Forms to Qualifying China Evergrande Shareholders on or before ............................Monday, November 23, 2020 Hong Kong Public Offering and Preferential Offering commences and WHITE and YELLOW Application Forms available from ...................................9:00 a.m. on Monday, November 23, 2020 Latest time to complete electronic applications under White Form eIPO and Blue Form eIPO service through the designated website www.eipo.com.hk(2) ..........11:30 a.m. on Thursday, November 26, 2020 Application lists open(3) .................................11:45 a.m. on Thursday, November 26, 2020 Latest time for (a) lodging WHITE, YELLOW and BLUE Application Forms, (b) completing payment for White Form eIPO and Blue Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s), and (c) giving electronic application instructions to HKSCC(4) ............12:00 noon on Thursday, November 26, 2020 Application lists close ..................................12:00 noon on Thursday, November 26, 2020 Expected Price Determination Date(5) ...................................Thursday, November 26, 2020 (1) Announcement of the Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the Preferential Offering and the basis of allocation of the Hong Kong Offer Shares and the Reserved Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before .............Tuesday, December 1, 2020 (2) Results of allocations in the Hong Kong Public Offering and the Preferential Offering to be available through a variety of channels as described in the section entitled “How to Apply for Hong Kong Offer Shares and Reserved Shares – 12. Publication of Results” from ..................Tuesday, December 1, 2020 –i– EXPECTED TIMETABLE(1) (3) Announcement containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.evergrandeservice.com(6) from............................Tuesday, December 1, 2020 Results of allocations in the Hong Kong Public Offering and the Preferential Offering will be available at www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/Allotment; Chinese https://www.eipo.com.hk/zh-hk/Allotment) with a “search by ID” function from .................................Tuesday, December 1, 2020 Despatch/collection of Share certificates of the Offer Shares or deposit of Share certificates of the Offer Shares into CCASS in respect of wholly or partially successful applications under the Hong Kong Public Offering and the Preferential Offering on or before(7) ............................................Tuesday, December 1, 2020 Despatch/collection of White Form e-Refund payment instructions/refund cheques and Blue Form e-Refund payment instructions/refund cheques in respect of wholly successful (if applicable) and wholly and partially unsuccessful applications under the Hong Kong Public Offering and the Preferential Offering on or before(8) ...............................Tuesday, December 1, 2020 Dealings in the Shares on the Stock Exchange are expected to commence on .......................................Wednesday, December 2, 2020 Notes: (1) All dates and times refer to Hong Kong dates and times, except as otherwise stated. (2) You will not be permitted to submit your application under the White Form eIPO and Blue Form eIPO service through the designated website 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 at or before 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.