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鑫苑物業服務集團有限公司鑫苑物 服務集團有 Xinyuan Propertyprope Managementgement Serviceser (Cayman) Ltd

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鑫苑物業服務集團有限公司鑫苑物 服務集團有 Xinyuan Propertyprope Managementgement Serviceser (Cayman) Ltd 鑫苑物業服務集團有限公司鑫苑物 服務集團有 Xinyuan PropertyPrope Managementgement ServiceSer (Cayman) Ltd. (Incorporcorporated in theth Caymann IslaIslands with limited liability) Stock Code : 1895 Sole Sponsor 鑫苑物業服務集團有限公司 Xinyuan Property Management Service (Cayman) Ltd. Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Xinyuan Property Management Service (Cayman) Ltd. 鑫苑物業服務集團有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Total number of Offer Shares : 125,000,000 Shares Number of Hong Kong Public Offering Shares : 12,500,000 Shares (subject to reallocation) Number of International Placing Shares : 112,500,000 Shares (subject to reallocation) Offer Price : Not more than HK$3.00 per Offer Share and expected to be not less than HK$2.08 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$0.00001 per Share Stock code : 1895 Sole Sponsor Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers Joint Lead Managers 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 the subsection headed “Documents Delivered to the Registrar of Companies” in Appendix VI to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required under section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong 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 determined by agreement between our Company and the Joint Global Coordinators (for themselves and on behalf of the Underwriters) on the Price Determination Date which is expected to be on or around Monday, 30 September 2019 or such later date as may be agreed by our Company and the Joint Global Coordinators (for themselves and on behalf of the Underwriters) but in any event no later than Monday, 30 September 2019. The Offer Price will be not more than HK$3.00 per Offer Share and is expected to be not less than HK$2.08 per Offer Share, unless otherwise announced. The Joint Global Coordinators (for themselves and on behalf of the Underwriters) may, with our Company’s consent, reduce the indicative Offer Price range stated in this prospectus and/or the number of Offer Shares under the Global Offering 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 reduction in the indicative Offer Price range and/or the number of Offer Shares will be published on the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at www.xypm.hk not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Details of the arrangement will then be announced by our Company as soon as practicable. Further details are set out in the sections headed “Structure and Conditions of the Global Offering” and “How to Apply for Hong Kong Public Offering Shares” in this prospectus. If, for any reason, the Offer Price is not agreed between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company on or before Monday, 30 September 2019, the Global Offering will not become unconditional and will lapse immediately. Prior to making an investment decision, prospective investors should consider carefully all the information set out in this prospectus, including the risk factors set out in the section headed “Risk Factors” in this prospectus. Pursuant to the Hong Kong Public Offering Underwriting Agreement, the Joint Global Coordinators have the right in certain circumstances to terminate the obligations of the Hong Kong Public Offering Underwriters at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Further details of such circumstances are set out in the section headed “Underwriting – Underwriting Arrangements and Expenses – Grounds for Termination” in this prospectus. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States and may not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of, U.S. persons, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. * for identification purposes only 25 September 2019 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement to be published on the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at www.xypm.hk. Latest time to complete electronic applications under HK eIPO White Form service through the designated website www.hkeipo.hk(2) ..........................................11:30 a.m. on Monday, 30 September 2019 Application lists of the Hong Kong Public Offering open(3) ..................11:45 a.m. on Monday, 30 September 2019 Latest time to lodge WHITE and YELLOW Application Forms................................................12:00 noon on Monday, 30 September 2019 Latest time to give electronic application instructions to HKSCC(4) ......................................................12:00 noon on Monday, 30 September 2019 Latest time to complete payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) .........................................12:00 noon on Monday, 30 September 2019 Application lists of the Hong Kong Public Offering close ...................12:00 noon on Monday, 30 September 2019 Expected Price Determination Date(5) .......................Monday, 30 September 2019 Announcement of the final Offer Price, the level of indication of interest in the International Placing, the level of applications in respect of the Hong Kong Public Offering and the results and basis of allotment under the Hong Kong Public Offering to be published on the websites of Stock Exchange at www.hkexnews.hk and our Company at www.xypm.hk(6) on or before .............................................Thursday, 10 October 2019 –i– EXPECTED TIMETABLE(1) Announcement of the results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where applicable) to be available through a variety of channels including the websites of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.xypm.hk(6) (see the subsection headed “How to Apply for Hong Kong Public Offering Shares – 11. Publication of Results”) from.........................................Thursday, 10 October 2019 Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers where appropriate) will be available at www.tricor.com.hk/ipo/result (or www.hkeipo.hk/IPOResult) with a “search by ID” function from ................................................Thursday, 10 October 2019 Dispatch of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(7) .................................Thursday, 10 October 2019 Dispatch of HK eIPO White Form e-Auto Refund payment instructions/refund cheques on or before(8) ...................Thursday, 10 October 2019 Dealings in Shares on the Stock Exchange expected to commence at 9:00 a.m. on ..........................................Friday, 11 October 2019 Notes: (1) All times and dates refer to Hong Kong local time and date, except as otherwise stated. (2) You will not be permitted to submit your application through the designated website at www.hkeipo.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. (3) If there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, 30 September 2019, the application lists will not open on that day. Please refer to the subsection headed “How to Apply for Hong Kong Public Offering Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in this prospectus. (4) Applicants who apply for Hong Kong Public Offering Shares by giving electronic application instructions to HKSCC should refer to the subsection headed “How to Apply for Hong Kong Public Offering Shares – 6. Applying by Giving Electronic Application Instructions to HKSCC via CCASS”. (5) The Price Determination Date is expected to be on or around Monday, 30 September 2019 and, in any event, not later than Monday, 30 September 2019. If, for any reason, the Offer Price is not agreed between the Joint Global Coordinators (for themselves and on behalf of the other Underwriters) and us by Monday, 30 September 2019, the Global Offering will not proceed and will lapse.
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