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Global Offering POLY PROPERTY DEVELOPMENT CO., LTD. 保利物業發展股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) Stock Code : 06049 GLOBAL OFFERING Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. POLY PROPERTY DEVELOPMENT CO., LTD. 保利物業發展股份有限公司 (a joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares : 133,333,400 H Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 17,333,600 H Shares (subject to reallocation) Number of International Offer Shares : 115,999,800 H Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$35.10 per H Share, 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 and subject to refund Nominal Value : RMB1.00 per H Share Stock Code : 06049 Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and 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 Appendix VII “Documents Delivered to the Registrar of Companies and Available for Inspection” to this prospectus, has been registered by the Registrar of Companies as required by 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 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 JGC Representatives (for themselves and on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or about Thursday, 12 December 2019 and, in any event, not later than Friday, 13 December 2019 (or such later date as the parties may agree). The Offer Price will be not more than HK$35.10 and is currently expected to be not less than HK$30.70. Applicants for Hong Kong Offer Shares are required to pay, on application, the Maximum Offer Price of HK$35.10 for each Hong Kong Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$35.10. If, for any reason, the Offer Price is not agreed between the JGC Representatives (for themselves and on behalf of the Underwriters) and us by Friday, 13 December 2019 (or such later date as the parties may agree), the Global Offering will not proceed and will lapse. The JGC Representatives (for themselves and on behalf of the Underwriters, and with our consent) may, where considered appropriate, reduce the numberof Offer Shares and/or the indicative Offer Price Range below that is 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, an announcement will be published on the website of our Company at www.polywuye.com and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk no later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Further details are set forth in the sections entitled “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. We are incorporated, and all of our businesses are located, in the PRC. Potential investors should be aware of the differences in legal, economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investments in PRC-incorporated companies. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should take into consideration the different market nature of the H Shares. Such differences and risk factors are set out in “Risk Factors,” “Appendix IV — Summary of Principal PRC and Hong Kong Legal and Regulatory Provisions” and “Appendix V — Summary of the Articles of Association” to this prospectus. 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 JGC Representatives (for themselves and 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 entitled “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 the section entitled “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 in offshore transactions outside the United States in reliance on Regulation S under the U.S. Securities Act. 9 December 2019 EXPECTED TIMETABLE(1) Hong Kong Public Offering commence and WHITE and YELLOW Application Forms available from .......................................9:00 a.m. on Monday, 9 December 2019 Latest time for completing electronic applications under HK eIPO White Form service through one of the below ways(2): (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 www.hkeipo.hk ................................11:30 a.m. on Thursday, 12 December 2019 Application lists open(3) ...............................................11:45 a.m. on Thursday, 12 December 2019 Latest time for (a) lodging WHITE and YELLOW Application Forms, (b) completing payment for HK eIPO White Form 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, 12 December 2019 Application lists close(3) ..............................................12:00 noon on Thursday, 12 December 2019 Expected Price Determination Date(5) .........................Thursday, 12 December 2019 (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 basis of allocation of the Hong Kong Offer Shares to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and the Company’s website at www.polywuye.com(6) on or before .......................................Wednesday, 18 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 entitled “How to Apply for Hong Kong Offer Shares — 11. Publication of Results” from ....................................Wednesday, 18 December 2019 Results of allocations in the Hong Kong Public Offering will be available in the IPO App or at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult with a “search by ID” function from ............................Wednesday, 18 December 2019 Despatch/Collection of H Share certificates(7) and refund cheques/HK eIPO White Form e-Auto Refund payment instructions (if applicable) on or before .....................Wednesday, 18 December 2019 Dealings in the H Shares on the Hong Kong Stock Exchange expected to commence on ................................Thursday, 19 December 2019 –i– EXPECTED TIMETABLE(1) Notes: (1) All dates and times refer to Hong Kong dates and times, except as stated otherwise. (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 a payment 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 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 signal in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, 12 December 2019, the application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening and Closing of the Application Lists”. (4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to “How to Apply for the Hong Kong Offer Shares — 6. Applying by Giving Electronic Application Instructions to HKSCC via CCASS”.
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