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Longfor Properties Co. Ltd. 龍湖地產有限公司 （於開曼群島註冊成立的有限公司） （股份代號：960）

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Longfor Properties Co. Ltd. 龍湖地產有限公司 （於開曼群島註冊成立的有限公司） （股份代號：960） 香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其準 確性或完整性亦不發表任何聲明，並明確表示，概不就因本公佈全部或任何部份內容而產 生或因依賴該等內容而引致的任何損失承擔任何責任。 本公佈僅供參考，並不構成邀請或遊說收購、購買或認購證券的建議，或邀請訂立協議作 出上述行動，亦不被視作邀請任何收購、購買或認購任何證券的建議。 本公佈並不構成在美國或任何其他司法權區提呈出售建議或招攬購買任何證券的建議，倘 未根據任何該等司法權區的證券法辦理登記或未獲批准而於上述地區進行上述建議、招攬 或出售即屬違法。本公佈所述的證券將不會根據一九三三年美國證券法（經修訂）（「證券 法」）登記，且根據證券法登記規定獲豁免或毋須遵守證券法的登記規定進行的交易，未必 可在美國提呈或出售。於美國公開發售任何證券將須以招股章程形式作出。該招股章程將 載有關於提呈發售的本公司以及其管理及財務報表的詳細資料。本公司無意於美國進行任 何證券的公開發售。概無票據將予提呈發售予香港公眾及概無票據將配售予本公司任何關 連人士。 Longfor Properties Co. Ltd. 龍湖地產有限公司 （於開曼群島註冊成立的有限公司） （股份代號：960） 海外監管公佈 本海外監管公佈乃根據香港聯合交易所有限公司（「聯交所」）證券上市規則 （「上市規則」）第13.09(2)條的規定刊發。茲提述龍湖地產有限公司（「本公司」） 於二零一一年三月二十四日及二零一一年四月一日刊發關於票據發行的公佈 （「票據發行公佈」）。除另行界定外，本文所採用的所有詞彙均具有票據發行 公佈所界定的相同涵義。請參閱隨附關於票據的發售備忘錄（「發售備忘 錄」），該發售備忘錄已於二零一一年四月七日於新加坡證券交易所有限公司 的網站發佈。 – 1 – 發售備忘錄在聯交所的網站公佈只是為了便於向香港的投資者進行同等的資訊 傳達，並遵守上市規則第13.09(2)條的規定，此外並無任何其他目的。 發售備忘錄並不構成向任何司法權區的公眾提呈出售任何證券的招股章程、通 告、通函、宣傳冊或廣告，亦並非向公眾發出邀請以就認購或購買任何證券作 出要約，此外亦不被視作邀請公眾發出認購或購買任何證券的要約。 發售備忘錄不得被視為對認購或購買本公司任何證券的勸誘，且並無意進行有 關勸誘。不應根據發售備忘錄中所載資料作出投資決策。 承董事會命 龍湖地產有限公司 主席 吳亞軍 香港，二零一一年四月七日 於本公佈刊發日期，本公司的董事為吳亞軍女士、房晟陶先生、陳凱先生、秦力洪先生、 Frederick Peter Churchouse先生*、陳志安先生*及項兵博士*。 * 獨立非執行董事 – 2 – IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBs (AS DEFINED BELOW) UNDER RULE 144A OR (2) PERSONS OR ADDRESSEES OUTSIDE OF THE U.S. IMPORTANT: You must read the following before continuing. The following applies to this offering memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of this offering memorandum. In accessing the offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. Confirmation and your representation: In order to be eligible to view this offering memorandum or make an investment decision with respect to the securities, investors must be either (1) qualified institutional buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act) or (2) persons outside the United States. By accepting the e-mail and accessing this offering memorandum, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or (b) persons outside the United States and that the e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States and (2) that you consent to delivery of such offering memorandum by electronic transmission. You are reminded that this offering memorandum has been delivered to you on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of this offering memorandum to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of the issuer in such jurisdiction. This offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of Morgan Stanley & Co. International plc and Standard Chartered Bank as Joint Global Coordinators, or Citigroup Global Markets Inc., The Hongkong and Shanghai Banking Corporation Limited, Morgan Stanley & Co. International plc and Standard Chartered Bank, as Joint Bookrunners and Joint Lead Managers, or any person who controls any of them or any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the offering memorandum distributed to you in electronic format and the hard copy version available to you on request from the Joint Bookrunners. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Offering Memorandum Strictly Confidential US$750,000,000 Longfor Properties Co. Ltd. 龍湖地產有限公司 (Incorporated in the Cayman Islands with limited liability) 9.5% Senior Notes due 2016 Issue Price: 100% plus, in each case, accrued interest, if any, from the issue date Our 9.5% Senior Notes due 2016 (the “Notes”) will bear interest from April 7, 2011 at 9.5% per annum payable semiannually in arrears on April 7 and October 7 of each year, beginning October 7, 2011. The Notes will mature on April 7, 2016. The Notes are unsecured, senior obligations of Longfor Properties Co. Ltd. (the “Company”), guaranteed by certain of our existing subsidiaries (the “Subsidiary Guarantors”), other than those organized under the laws of the PRC and Long Growth SRL. We refer to the guarantees by the Subsidiary Guarantors as Subsidiary Guarantees. Under certain circumstances and subject to certain conditions, a Subsidiary Guarantee required to be provided by a subsidiary of the Company may be replaced by a limited-recourse guarantee (the “JV Subsidiary Guarantee”). We refer to the subsidiaries providing a JV Subsidiary Guarantee as JV Subsidiary Guarantors. We may at our option redeem the Notes, in whole or in part, at any time and from time to time on or after April 7, 2014, at the redemption prices set forth in this offering memorandum plus accrued and unpaid interest, if any, to the redemption date. At any time and from time to time prior to April 7, 2014, we may redeem up to 35% of the Notes, at a redemption price of 109.5% of the principal amount, plus accrued and unpaid interest, if any, in each case, using the net cash proceeds from sales of certain kinds of capital stock. In addition, we may redeem the Notes at any time, in whole but not in part, at a price equal to 100% of the principal amount of such Notes plus (i) accrued and unpaid interest (if any) to the redemption date and (ii) a premium as set forth in this offering memorandum. Upon the occurrence of a Change of Control Triggering Event (as defined in the indenture governing the Notes (the “Indenture”)), we must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. The Notes will be (1) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes, (2) at least pari passu in right of payment against the Company with all other unsecured, unsubordinated Indebtedness of the Company (subject to any priority rights of such unsubordinated Indebtedness pursuant to applicable law), (3) effectively subordinated to the other secured obligations of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any), to the extent of the value of the assets serving as security therefor, and (4) effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries (as defined herein). In addition, applicable law may limit the enforceability of the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any). See “Risk Factors — Risks Relating to the Subsidiary Guarantees and the JV Subsidiary Guarantees.” For a more detailed description of the Notes, see the section entitled “Description of the Notes” beginning on page 197. Investing in the Notes involves risks. See the section entitled “Risk Factors” beginning on page 14. Approval in-principle has been received for the listing and quotation of the Notes on the Official List of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST or quotation of any Notes on the SGX-ST is not to be taken as an indication of the merits of the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors (if any) or any other subsidiary or associated company of the Company, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees. The Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
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