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Project Lily Cover Eng_HR.pdf 1 2/6/2018 5:57:14 AM Country Garden Services Holdings Company Limited Services Company Holdings Garden Country 碧桂園服務控股有限公司 Country Garden Services Holdings Company Limited 碧桂園服務控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 6098 Country Garden Services Holdings Company Limited Joint Sponsors 碧桂園服務控股有限公司 IMPORTANT If you are in any doubt about any of the contents of this listing document, you should obtain independent professional advice. Country Garden Services Holdings Company Limited 碧桂園服務控股有限公司 (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: 6098 Joint Sponsors 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 or issued 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 U.S. Securities and Exchange Commission 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, the PRC or any other jurisdiction where such release or distribution might be unlawful. Your attention is drawn to “Risk Factors”. Information regarding dealings and settlement of dealings in the Shares following completion of the Spin-off is set out in “CGH Distribution and the Spin-off”. 6 June 2018 EXPECTED TIMETABLE1 Last day of dealings in CGH Shares on a cum entitlement basis ............ Friday, 8 June 2018 First day of dealings in CGH Shares on an ex entitlement basis ............. Monday, 11 June 2018 Latest time for lodging transfers of CGH Shares to qualify for entitlement to 4:30 p.m. on Tuesday, the CGH Distribution ............................................ 12 June 2018 Register of members of CGH closes on ................................ Wednesday, 13 June 2018 Record Date ..................................................... Wednesday, 13 June 2018 Register of members of CGH re-opens on .............................. Thursday, 14 June 2018 Share certificates for the Shares to be despatched on(2) .................... Friday, 15 June 2018 Dealings in the Shares on the Stock Exchange expected to commence at2 ..... 9:00 a.m. on Tuesday, 19 June 2018 Notes: 1 All dates and times refer to Hong Kong dates and times, unless otherwise stated. If there is any change in the expected timetable or if the Listing does not proceed, the Company will make an announcement as soon as practicable thereafter. 2 The Share certificates are expected to be despatched to the Qualifying CGH Shareholders on 15 June 2018. If the CGH Distribution does not become unconditional, the Share certificates will not become valid and dealings in the Shares on the Stock Exchange will not commence on 19 June 2018. 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. —i— 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 contained in this listing document must not be relied on by you as having been authorised by us, CGH, the Joint Sponsors, any of our or their respective directors, officers, employees, agents or representatives or any other person involved in the Spin-off. Page Expected Timetable .................................................................... i Contents ............................................................................ ii Summary ............................................................................ 1 Definitions ........................................................................... 13 Glossary of Technical Terms ............................................................ 25 CGH Distribution and the Spin-off ........................................................ 27 Responsibility Statement ............................................................... 34 Forward-Looking Statements ............................................................ 35 Risk Factors .......................................................................... 36 Directors and Parties Involved in the Spin-off ............................................... 55 Corporate Information ................................................................. 58 History, Reorganisation and Corporate Structure ............................................. 60 Industry Overview ..................................................................... 73 Business ............................................................................ 80 Financial Information .................................................................. 118 Directors and Senior Management ........................................................ 152 Share Capital ......................................................................... 164 Substantial Shareholders ................................................................ 165 Relationship with our Controlling Shareholders .............................................. 166 Connected Transactions ................................................................ 174 Waivers from Strict Compliance with the Listing Rules ....................................... 181 —ii— CONTENTS Page Appendix I — Accountant’s Report ....................................................... I-1 Appendix II — Unaudited Pro Forma Financial Information ................................... II-1 Appendix III — Regulatory Overview ..................................................... III-1 Appendix IV — Summary of the Constitution of the Company and Cayman Islands Company Law .... IV-1 Appendix V — Taxation ................................................................ V-1 Appendix VI — General Information ...................................................... VI-1 Appendix VII — Documents Available for Inspection ........................................ VII-1 — iii — SUMMARY This summary aims to give you an overview of the information contained in this listing document. As this is a summary, it does not contain all the information that may be important to you and is qualified in its entirety by, and should be read in conjunction with, the full text of this listing document. You should read the whole listing document including the appendices hereto, which constitute an integral part of this listing document. OVERVIEW We are a leading residential property management service provider in China, ranking third by China Index Academy in 2018 among the Top 100 Property Management Companies in China in terms of overall strength(1). We have been providing property management services in China for more than 25 years and have a large property management portfolio covering more than 240 cities across 28 provinces, municipalities and autonomous regions in China, with a total contracted GFA of approximately 329.5 million sq.m. as at 31 December 2017. We managed 440 properties in China and provided property management services to approximately one million property units with an aggregate revenue-bearing GFA of approximately 122.8 million sq.m. as at 31 December 2017. Our “Country Garden property management” brand was valued at RMB3.85 billion as at 31 December 2016, according to China Index Academy. In addition to property management services, we also provided a variety of community value-added services to property owners and residents and value-added services to non-property owners, such as consultancy services to property developers and other property management companies. Headquartered in Shunde, Guangdong province, we conduct our business and manage our internal resources through our three-level structure of “headquarters — regional offices — project companies”. As at the Latest Practicable Date, we had 50 regional