China Merchants Commercial Real Estate
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Stock Code: 01503 IMPORTANT IMPORTANT: If you are in any doubt about the contents of this Offering Circular, you should seek independent professional financial advice. China Merchants Commercial Real Estate Investment Trust (a Hong Kong collective investment scheme authorised under section 104 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) Managed by China Merchants Land Asset Management Co., Limited GLOBAL OFFERING Number of Units under the Global Offering : 750,000,000 (subject to the Over-allotment Option) Number of Units under the Hong Kong Public : 75,000,000 (subject to reallocation) Offering Number of Units under the International : 675,000,000 (subject to reallocation and the Offering Over-allotment Option) Maximum Offer Price : HK$4.00 per Offer Unit, plus brokerage of 1.0%, Hong Kong Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.0027% (payable in full on application in Hong Kong dollars and subject to refund) Stock code : 01503 Sole Listing Agent Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Financial Advisor to CMSK The Securities and Futures Commission of Hong Kong, 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 Offering Circular, 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 Offering Circular. The Offer Price is expected to be determined by agreement between the Joint Global Coordinators (on behalf of the Underwriters) and the REIT Manager on the Price Determination Date. The Price Determination Date is expected to be on or about Tuesday, 3 December 2019. The Offer Price will not be more than HK$4.00 and is currently expected to be not less than HK$3.42. The Joint Global Coordinators (on behalf of the Underwriters), with the consent of the REIT Manager, may reduce the number of Units being offered under the Global Offering and/or the indicative Offer Price range below that stated in this Offering Circular (which is HK$3.42 to HK$4.00 per Offer Unit) at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, an announcement will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and on the websites of China Merchants Commercial REIT at www.cmcreit.com and the Hong Kong Stock Exchange at www.hkexnews.hk not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Before submitting applications for the Hong Kong Public Offering Units, applicants under the Hong Kong Public Offering should note that applications cannot be withdrawn once submitted. However, if the number of Units being offered under the Global Offering and/or the Offer Price range is reduced, applicants under the Hong Kong Public Offering will be entitled to withdraw their applications unless positive confirmations from the applicants to proceed with their applications are received. Further details are set forth in the sections headed ‘‘Structure of the Global Offering’’ and ‘‘How to Apply for Hong Kong Public Offering Units’’ in this Offering Circular. The Offer Units have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States. The Offer Units are being offered and sold only outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this Offering Circular, including the risk factors set out in the section headed ‘‘Risk Factors’’ in this Offering Circular. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applications for the subscription of, the Hong Kong Public Offering Units, are subject to termination by the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8: 00 a.m. on the Listing Date. Such grounds are set out in the section headed ‘‘Underwriting’’ in this Offering Circular. It is important that you refer to that section for further details. Thursday, 28 November 2019 EXPECTED TIMETABLE Hong Kong Public Offering commences and WHITE and YELLOW ApplicationFormsavailablefrom................9:00am.onThursday, 28 November 2019 Latest time for completing electronic applications under HK eIPO White Form service through one of the below ways(2): ...................................11:30a.m.onTuesday, 3 December 2019 (1) the IPO App, which can be downloaded by searching ‘‘IPO App’’ in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp (2) the designated website at www.hkeipo.hk Application lists open(3) ...............................11:45a.m.onTuesday, 3 December 2019 Latest time to (a) lodge WHITE and YELLOW Application Forms, (b) complete payment of HK eIPO White Form applications by effecting internet banking transfers or PPS payment transfers, and (c) give electronic application instructions to HKSCC(4) ......... 12:00noononTuesday, 3 December 2019 Application lists close(3).............................. 12:00noononTuesday, 3 December 2019 ExpectedPriceDeterminationDate....................Tuesday,3December2019 (1) Announcement of the Offer Price, the level of indications of interest in the International Offering, the results of applications in the Hong Kong Public Offering, and the basis of allocations of the Hong Kong Public Offering Units and the final number of Hong Kong Public Offering Units to be published in the South China Morning Post (in English) andtheHongKongEconomicTimes(inChinese)onorbefore..........Monday, 9 December 2019 (2) Results of allocations in the Hong Kong Public Offering to be available through a variety of channels as described in the section headed ‘‘How to Apply for Hong Kong Public Offering Units — D. Publication of Results’’ inthisOfferingCircularfrom ..................... Monday,9December2019 (3) Announcement containing (1) and (2) above to be published on the websites of China Merchants Commercial REIT at www.cmcreit.com and the Hong Kong Stock Exchange at www.hkexnews.hk,respectively,from .... Monday,9December2019 –i– EXPECTED TIMETABLE Despatch of Unit certificates and HK eIPO White Form e-Auto Refund payment instructions or refund cheques on or before(4) ........................... Monday,9December2019 Dealings in Units on the Hong Kong Stock Exchange expectedtocommenceon...................................9:00a.m.on Tuesday, 10 December 2019 Notes: (1) All dates and times refer to Hong Kong dates and times, except where otherwise stated. (2) You will not be permitted to submit your application through the IPO App or 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 IPO App or the designated website prior to 11: 30 a.m., you will be permitted to continue the application process (by completing payment of the application monies) until 12: 00 noon on the last day for submitting applications, when the application lists close. (3) If there is a ‘‘black’’ rainstorm warning signal, an announcement of ‘‘extreme conditions’’ by the Government in accordance with the revised ‘‘Code of Practice in Times of Typhoons and Rainstorms’’ issued by the Hong Kong Labour Department in June 2019 and/or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9: 00 a.m. and 12: 00 noon on Tuesday, 3 December 2019, the application lists will not open on that day. See the section headed ‘‘How to Apply for Hong Kong Public Offering Units — C. Effect of Bad Weather on the Opening and Closing of the Application Lists’’ in this Offering Circular for further information. (4) Unit certificates are expected to be issued on or before Monday, 9 December 2019, but will only become valid at 8: 00 a.m. on Tuesday, 10 December 2019, provided that (i) the Global Offering has become unconditional in all respects and (ii) the right of termination as described in the section headed ‘‘Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination by the Hong Kong Underwriters’’ in this Offering Circular has not been exercised. Investors who trade Units on the basis of publicly available allocation details or prior to the receipt of the Unit certificates or prior to the Unit certificates becoming valid do so entirely at their own risk. For details of the structure of the Global Offering, including its conditions and the procedures for applying for Hong Kong Public Offering Units, see the sections headed ‘‘Structure of the Global Offering’’ and ‘‘How to Apply for Hong Kong Public Offering Units’’ in this Offering Circular, respectively. –ii– CONTENTS Page ExpectedTimetable ............................................................... i Contents ......................................................................... iii OfferingCircularSummary ........................................................ 1 Definitions ........................................................................ 26 TechnicalTerms