Bond Agility Holdings 7.75% ( XS2081524675 ) in USD

Issuer Agility Holdings
Market price refresh price now   2.46 %  ▼ 
Country  China
ISIN code  XS2081524675 ( in USD )
Interest rate 7.75% per year ( payment 2 times a year)
Maturity Perpetual



Prospectus brochure of the bond Agile Group Holdings XS2081524675 en USD 7.75%, maturity Perpetual


Minimal amount /
Total amount /
Next Coupon 25/05/2025 ( In 16 days )
Detailed description Agile Group Holdings is a diversified investment holding company primarily focused on property development, property investment, and other businesses in Hong Kong and mainland China.

The Bond issued by Agility Holdings ( China ) , in USD, with the ISIN code XS2081524675, pays a coupon of 7.75% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual







IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE
NON-U.S. PERSONS OUTSIDE OF THE UNITED STATES
IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum following this page,
and you are therefore advised to read this carefully before reading, accessing or making any other use of the 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 UNITED STATES 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 OR TO, OR FOR THE ACCOUNT OF OR BENEFIT OF
U.S. PERSONS (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 THEREIN.
Confirmation of 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 non-U.S. persons (as defined under Regulation S under the Securities Act) 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 non-U.S. persons outside the United States and that the electronic 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.
The attached offering memorandum is not a prospectus for the purposes of the European Union's Regulation (EU) 2017/1129.
Prohibition of sales to EEA retail investors -- The Securities are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU as amended (``MiFID
II''); or (ii) a customer within the meaning of Directive (EU) 2016/97 where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014
as amended (the ``PRIIPs Regulation'') for offering or selling the Securities or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
Notification under Section 309B(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore (the ``SFA'') -- the Company has
determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Securities are prescribed capital
markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
The communication of the attached offering memorandum and any other document or materials relating to the issue of the securities
described therein is not being made, and such documents and/or materials have not been approved, by an authorized person for the
purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/
or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of
such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have
professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ``Financial Promotion
Order'')), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as ``relevant persons''). In the
United Kingdom, the securities described in the attached offering memorandum are only available to, and any investment or investment
activity to which the attached offering memorandum relates will be engaged in only with, relevant persons. Any person in the United
Kingdom that is not a relevant person should not act or rely on the attached offering memorandum or any of its contents.
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 the Joint Global Coordinators, the Joint Lead Managers and the Joint Bookrunners, or
China Construction Bank (Asia) Corporation Limited, as trustee (the ``Trustee''), calculation agent (the ``Calculation Agent''), principal
paying agent (the ``Principal Paying Agent''), transfer agent (the ``Transfer Agent'') and registrar (the ``Registrar''), 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.
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.


Subject to Completion
ties
Preliminary Offering Memorandum dated November 18, 2019
ri
secu
Offering Memorandum
Strictly Confidential
eseth
sell
to
offer
AGILE GROUP HOLDINGS LIMITED
an
ot
(incorporated with limited liability under the laws of the Cayman Islands)
n
is
US$MMMM
m
Senior Perpetual Capital Securities
ndu
Issue Price: MMMM%
The US$MMMM in aggregate principal amount of senior perpetual capital securities (the ``Securities'') will be issued by Agile Group Holdings Limited (the ``Company'' or
emora
the ``Issuer''). The Securities confer a right to receive distribution (each, a ``Distribution'') for the period from and including MMMM, 2019 (the ``Issue Date'') at the
applicable rate described below (the
m
``Distribution Rate''). Subject to the provisions of the Securities relating to deferral of Distribution (see ``Terms and Conditions of the
Securities -- Distributions -- Distribution Deferral''), Distribution shall be payable semi-annually in arrear on MMMM and MMMM of each year (each, a ``Distribution
g
ted.
Payment Date''), with the first Distribution Payment Date falling on MMMM with respect to the period from, and including, the Issue Date to, and excluding, MMMM.
Unless previously redeemed in accordance with the terms of the Securities, Distribution (i) from, and including, the Issue Date to, but excluding, MMMM shall accrue on the
outstanding principal amount of the Securities at a rate of MMMM per cent. per annum; (ii) from, and including, the First Reset Date and each Reset Date to, but excluding,
fferin
the immediately following Reset Date shall accrue on the outstanding principal amount of the Securities at a rate per annum equal to the applicable Treasury Rate (as defined
o
permit
in ``Terms and Conditions of the Securities'') plus MMMM per cent. plus MMMM per cent. per annum.
ot
The Issuer may, at its sole discretion, elect to defer, in whole or in part, a Distribution which is otherwise scheduled to be paid on a Distribution Payment Date to the next
ary
n
Distribution Payment Date by providing holders of the Securities (``Holders'') with not more than 10 nor less than five Business Days' (as defined in ``Terms and Conditions
n
of the Securities'') notice prior to the relevant scheduled Distribution Payment Date unless during the three months ending on the day before that scheduled Distribution
is
Payment Date, a Compulsory Distribution Payment Event (as defined in ``Terms and Conditions of the Securities'') has occurred. Any Distribution so deferred shall remain
imi
e
outstanding in full and constitute Arrears of Distribution (as defined in ``Terms and Conditions of the Securities''). Each amount of Arrears of Distribution shall bear interest
at the Distribution Rate as if it constituted the principal of the Securities and the amount of such interest (``Additional Distribution Amount'') with respect to Arrears of
sal
Distribution shall be calculated by applying the Distribution Rate to the amount of the Arrears of Distribution as described in ``Terms and Conditions of the Securities --
prel
r
Distributions -- Distribution Deferral -- Cumulative Deferral.'' The Issuer may further defer any Arrears of Distribution and Additional Distribution Amounts by complying
s
o
with the foregoing notice requirements. The Issuer is not subject to any limits as to the number of times Distributions and Arrears of Distribution may be deferred. See
n
``Terms and Conditions of the Securities -- Distributions -- Distribution Deferral.''
Thi
tio
If on any Distribution Payment Date, payment of all Distribution payments scheduled to be made on such date is not made in full, the Issuer shall not (a) declare, pay or make
.
any dividends, distributions or other payments on, and will procure that no dividend, distribution or other payment is declared, paid or made on any of its Junior Obligations
(as defined in ``Terms and Conditions of the Securities'') or its Parity Obligations (as defined in ``Terms and Conditions of the Securities'') (except in relation to Parity
cita
Obligations, on a pro-rata basis); or (b) redeem, reduce, cancel, buy-back or acquire for any consideration any of its Junior Obligations or its Parity Obligations (except in
nged
relation to Parity Obligations, on a pro-rata basis), in each case, (A) save that such restrictions shall not apply to actions taken in respect to an employee benefit plan or
soli
similar arrangement with or for the benefit of employees, officers, directors or consultants and (B) unless and until the Issuer (i) has satisfied in full all outstanding Arrears of
cha
Distributions and any Additional Distribution Amounts or (ii) is permitted to do so by an Extraordinary Resolution of the Holders.
e
The Securities constitute direct, unsecured and unsubordinated obligations of the Issuer which rank pari passu and without any preference among themselves and with all
b
other present and future, unsecured and unsubordinated obligations of the Issuer (including Parity Obligations).
offer,
The Securities are perpetual securities and have no fixed redemption date. The Issuer may redeem, in whole or in part, the Securities on the First Reset Date (as defined in
``Terms and Conditions of the Securities'') or any Business Day after the First Reset Date at their Redemption Amount (as defined in ``Terms and Conditions of the
may
Securities'') on giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Securities on
d
such
the relevant date for redemption). The Securities may be redeemed at the option of the Issuer in whole, but not in part only, inter alia, (a) at their Redemption Amount if the
Issuer (i) has or will become obliged to pay material additional amounts as provided or referred to in Condition 7 (Taxation) as a result of any change in, or amendment to,
an
the laws or regulations of a Relevant Jurisdiction (as defined in ``Terms and Conditions of the Securities'') or any political subdivision or any authority thereof which change
here
or amendment becomes effective on or after MMMM 2019 and such obligation cannot be avoided by taking reasonable measures available to the Issuer or (ii) any change or
amendment to the Relevant Accounting Standard (as defined in
w
``Terms and Conditions of the Securities'') such that the Securities must not or must no longer be recorded as
lete
``equity'' of the Issuer pursuant to the Relevant Accounting Standard; or (b) at their Early Redemption Price (as defined in ``Terms and Conditions of the Securities'') upon
n
the occurrence of a Change of Control Triggering Event. See ``Terms and Conditions of the Securities -- Redemption and Purchase.'' If a Special Event (as defined in ``Terms
o
and Conditions of the Securities'') has occurred and is continuing, the Issuer may, (without any requirement for the consent or approval of the Holders) and subject to the
cti
Issuer having notified the Trustee that the relevant provisions in
comp
``Terms and Conditions of the Securities'' have been complied with, and having given not less than 30 nor
more than 60 days
t
' notice to the Holders (which notice shall be irrevocable) and the Trustee, the Principal Paying Agent, at any time either: (a) substitute all, but not some
only, of the Securities for, or (b) vary the terms of the Securities with the effect that they remain or become (as the case may be), Qualifying Securities (as defined in ``Terms
no
and Conditions of the Securities''), and the Trustee shall (subject to the relevant provisions in ``Terms and Conditions of the Securities'') agree to such substitution or
variation.
is
jurisdi
If a Special Event (as defined in ``Terms and Conditions of the Securities'') has occurred and is continuing, the Issuer may (without any requirement for the consent or
approval of the Holders and subject to the Issuer having notified the Trustee that the relevant provisions in ``Terms and Conditions of the Securities'' have been complied
any
with, and having given not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable) and the Trustee, the Principal Paying Agent), at any
dum
time either: (a) substitute all, but not some only, of the Securities for, or (b) vary the terms of the Securities with the effect that they remain or become (as the case may be),
in
Qualifying Securities (as defined in ``Terms and Conditions of the Securities''), and the Trustee shall (subject to the relevant provisions in ``Terms and Conditions of the
ran
Securities'') agree to such substitution or variation.
es
Application will be made to the Singapore Exchange Securities Trading Limited (the ``SGX-ST'') for the listing and quotation of the Securities on the SGX-ST. The SGX-ST
assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in-principle from, admission to the
Official List of, and listing and quotation of the Securities on, the SGX-ST are not to be taken as an indication of the merits of the offering, the Company, any other
memo
subsidiary or associated company of the Company or the Securities.
securiti
With reference to the Notice on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Enterprises (
((2015) 2044) (the ``NDRC Notice'') promulgated by National Development and Reform Commission (the ``NDRC'') of the PRC on
September 14, 2015 which came into effect on the same day, we have registered the issuance of the Securities with the NDRC and obtained a certificate from the NDRC dated
ffering
July 23, 2019 evidencing such registration. Pursuant to the registration certificate, we will cause relevant information relating to the issue of the Securities to be reported to
o
these
the NDRC within 10 PRC working days after the issue date of the Securities.
Investing in the Securities involves risks. See ``Risk Factors'' beginning on page 15
ary
buy
The Securities are expected to be rated Ba3 by Moody's Investors Service. The credit ratings accorded to the Securities are not a recommendation to purchase, hold or sell the
Securities in as much as such ratings do not comment as to market price or suitability for a particular investor.
min
to
The Securities have not been, and will not be, registered under the United States Securities Act of 1933 (the ``Securities Act''). The Securities are being offered outside the
United States in accordance with Regulation S under the Securities Act (``Regulation S''), and may not be offered or sold within the United States except pursuant to an
reli
ffer
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a description of these and certain further restrictions on offers and
p
o
sales of the Securities and the distribution of this offering memorandum, see ``Subscription and Sale.''
s
The Securities will be in registered form in the denomination of US$200,000 and integral multiples of US$1,000 in excess thereof. The Securities may be held in the principal
thi
an
amount of US$200,000 and integral multiples of US$1,000 in excess thereof. The Securities will be represented by beneficial interests in a global certificate (the ``Global
g
Certificate'') in registered form, which will be registered in the name of a nominee of, and deposited on or about the Issue Date with, a common depositary for Euroclear
in
Bank, SA/NV (``Euroclear'') and Clearstream Banking S.A. (``Clearstream''). Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be
tin
effected only through, records maintained by Euroclear and Clearstream. Individual certificates (the ``Individual Certificates'') evidencing holdings of Securities will only be
n
available in certain limited circumstances. See ``Summary of Provisions Relating to the Securities in Global Form.''
tio
liciso
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
otn
informa
is
HSBC
Standard Chartered Bank
The Bank of East Asia, Limited
HeungKong Financial
The
and
The date of this offering memorandum is MMMM 2019


TABLE OF CONTENTS
Page
Page
Summary
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Management . . . . . . . . . . . . . . . . . . . . . . . . .
174
The Offering . . . . . . . . . . . . . . . . . . . . . . . . .
5
Principal Shareholders . . . . . . . . . . . . . . .
181
Summary Consolidated Financial and
Related Party Transactions . . . . . . . . . . .
184
Other Data . . . . . . . . . . . . . . . . . . . . . . . . .
12
Description of Other Material
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . .
15
Indebtedness
. . . . . . . . . . . . . . . . . . . . . .
192
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . .
53
Terms and Conditions of the
Exchange Rate Information . . . . . . . . . . . .
54
Securities
. . . . . . . . . . . . . . . . . . . . . . . . .
208
Capitalization
. . . . . . . . . . . . . . . . . . . . . . . .
57
Summary of Provisions Relating to the
Selected Consolidated Financial and
Securities in Global Form . . . . . . . . . . .
228
Other Data . . . . . . . . . . . . . . . . . . . . . . . . .
59
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
229
Management's Discussion and
Subscription and Sale . . . . . . . . . . . . . . . .
231
Analysis of Financial Condition and
Ratings
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
235
Results of Operations
. . . . . . . . . . . . . . .
62
Legal Matters
. . . . . . . . . . . . . . . . . . . . . . .
235
Industry Overview . . . . . . . . . . . . . . . . . . . .
88
Independent Auditor . . . . . . . . . . . . . . . . .
235
Corporate Structure . . . . . . . . . . . . . . . . . . .
104
General Information . . . . . . . . . . . . . . . . .
236
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
Index to Consolidated Financial
Regulation
. . . . . . . . . . . . . . . . . . . . . . . . . . .
136
Statements . . . . . . . . . . . . . . . . . . . . . . . .
F-1
CERTAIN DEFINITIONS, CONVENTIONS AND CURRENCY PRESENTATION
We have prepared this offering memorandum using a number of conventions, which you should consider
when reading the information contained herein. When we use the terms ``we,'' ``us,'' ``our,'' the
``Company,'' the ``Group'' and words of similar import, we are referring to Agile Group Holdings
Limited itself, or to Agile Group Holdings Limited and its consolidated subsidiaries, as the context
requires.
Market data and certain industry forecast and statistics in this offering memorandum have been obtained
from both public and private sources, including market research, publicly available information and
industry publications. Although we believe this information to be reliable, it has not been independently
verified by us or The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank
The Bank of East Asia, Limited and HeungKong Securities Limited (the ``Joint Lead Managers'') or
their respective directors and advisors, and neither us, the Joint Lead Managers nor our or their
respective directors and advisors make any representation as to the accuracy or completeness of that
information. In addition, third-party information providers may have obtained information from market
participants and such information may not have been independently verified. This offering memorandum
summarizes certain documents and other information, and investors should refer to them for a more
complete understanding of what is discussed in those documents. In making an investment decision,
each investor must rely on its own examination of us and the terms of the offering and the Securities,
including the merits and risks involved.
The statistics set forth in this offering memorandum relating to the PRC and the property industry in the
PRC were taken or derived from various government and private publications. The Joint Lead Managers
do not make any representation as to the accuracy of such statistics, which may not be consistent with
other information compiled within or outside the PRC. Due to possibly inconsistent collection methods
and other problems, the statistics herein may be inaccurate and should not be unduly relied upon.
In this offering memorandum, all references to ``US$'' and ``U.S. dollars'' are to United States dollars,
the official currency of the United States of America (the ``United States'' or ``U.S.''); all references to
``HK$'' and ``H.K. dollars'' are to Hong Kong dollars, the official currency of the Hong Kong Special
Administrative Region of the PRC (``Hong Kong'' or ``HK''); and all references to ``RMB'' or
``Renminbi'' are to Renminbi, the official currency of the People's Republic of China, or the PRC.
We record and publish our financial statements in Renminbi. Unless otherwise stated in this offering
memorandum, all translations from Renminbi amounts to U.S. dollars were made at the rate of
RMB6.865 to US$1.00, the noon buying rate in New York City for cable transfers payable in Renminbi
as certified for customs purposes by the Federal Reserve Bank of New York on June 28, 2019, and all
­ i ­


translations from H.K. dollars into U.S. dollars were made at the rate of HK$7.8103 to US$1.00, the
noon buying rate in New York City for cable transfers payable in H.K. dollars as certified for customs
purposes by the Federal Reserve Bank of New York on June 28, 2019. All such translations in this
offering memorandum are provided solely for your convenience and no representation is made that the
Renminbi amounts referred to herein have been, could have been or could be converted into U.S. dollars
or H.K. dollars, or vice versa, at any particular rate or at all. For further information relating to the
exchange rates, see ``Exchange Rate Information.''
References to ``PRC'' and ``China,'' for the purposes of this offering memorandum only, except where
the context requires, do not include Hong Kong, Macau Special Administrative Region of the PRC
(``Macau''), or Taiwan. ``PRC government'' or ``State'' means the central government of the PRC,
including all political subdivisions (including provincial, municipal and other regional or local
governmental entities) and instrumentalities thereof, or, where the context requires, any of them.
This offering memorandum does not constitute an offer to sell or a solicitation of an offer to buy in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. Neither the delivery of this offering memorandum nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in our affairs since
the date of this offering memorandum or that the information contained in this offering
memorandum is correct as of any time after that date.
This offering memorandum has been prepared by us solely for use in connection with the proposed
placement of the Securities. We and the Joint Lead Managers reserve the right to withdraw the offering
of the Securities at any time or to reject any offer to purchase, in whole or in part, for any reason, or to
sell less than all of the Securities offered hereby.
This offering memorandum is personal to the prospective investor to whom it has been delivered by the
Joint Lead Managers and does not constitute an offer to any other person or to the public in general to
subscribe for or otherwise acquire the Securities. Distribution of this offering memorandum to any
person other than the prospective investor and those persons, if any, retained to advise that prospective
investor with respect thereto is unauthorized, and any disclosure of its contents without our prior written
consent is prohibited. The prospective investor, by accepting delivery of this offering memorandum,
agrees to the foregoing and agrees not to make any photocopies of this offering memorandum.
This offering memorandum is intended solely for the purpose of soliciting indications of interest in the
Securities from qualified investors and does not purport to summarize all of the terms, conditions,
covenants and other provisions contained in the Subscription Agreement and other transaction
documents described herein. The information provided is not all-inclusive. The market information in
this offering memorandum has been obtained by us from publicly available sources deemed by us to be
reliable. Notwithstanding any investigation that the Joint Lead Managers may have conducted with
respect to the information contained herein, the Joint Lead Managers do not accept any liability in
relation to the information contained in this offering memorandum or its distribution or with regard to
any other information supplied by or on our behalf.
You should rely only on the information contained in this offering memorandum. We have not
authorized anyone to provide you with information that is different. This offering memorandum may
only be used where it is legal to sell the Securities. The information in this document may only be
accurate at the date of this offering memorandum. Neither the delivery of this offering memorandum nor
any sale made hereunder shall under any circumstances imply that there has been no change in our
affairs or that the information set forth herein is correct in all material respects as of any date
subsequent to the date hereof.
We confirm that, after having made all reasonable inquiries, this offering memorandum contains all
information with regard to us and the Securities which is material to the offering and sale of the
Securities, that the information contained in this offering memorandum is true and accurate in all
material respects and is not misleading in any material respect and that there are no omissions of any
other facts from this offering memorandum which, by their absence here from, make this offering
memorandum misleading in any material respect. We accept full responsibility for the accuracy of the
information contained in this offering memorandum accordingly.
­ ii ­


Each person receiving this offering memorandum acknowledges that: (i) such person has been afforded
an opportunity to request from us and to review, and has received, all additional information considered
by it to be necessary to verify the accuracy of, or to supplement, the information contained herein; (ii)
such person has not relied on the Joint Lead Managers or any person affiliated with the Joint Lead
Managers in connection with any investigation of the accuracy of such information or its investment
decision; and (iii) no person has been authorized to give any information or to make any representation
concerning us, our subsidiaries and affiliates, the Securities (other than as contained herein and
information given by our duly authorized officers and employees in connection with investors'
examination of our company and the terms of the offering of the Securities) and, if given or made, any
such other information or representation should not be relied upon as having been authorized by us or
the Joint Lead Managers.
We are not, and the Joint Lead Managers are not, making an offer to sell the Securities in any
jurisdiction except where an offer or sale is permitted. The Securities are subject to restrictions on
transferability and resale. Purchasers of the Securities may not transfer or resell the Securities except as
permitted under the Securities Act and applicable state securities laws. Prospective investors should be
aware that they may be required to bear the financial risks of this investment for an indefinite period of
time.
Each purchaser of the Securities must comply with all applicable laws and regulations in force in each
jurisdiction in which it purchases, offers or sells the Securities or possesses or distributes this offering
memorandum, and must obtain any consent, approval or permission required for the purchase, offer or
sale by it of the Securities under the laws and regulations in force in any jurisdiction to which it is
subject or in which it makes such purchases, offers or sales. Persons into whose possession this offering
memorandum or any Securities may come must inform themselves about, and observe, any such
restrictions on the distribution of this offering memorandum and the offering and sale of the Securities.
In particular, there are restrictions on the offer and sale of the Securities, and the circulation of
documents relating thereto, in certain jurisdictions including the United States and the European
Economic Area and to persons connected therewith. See ``Subscription and Sale.''
The distribution of this offering memorandum and the offer and sale of the Securities may, in certain
jurisdictions, be restricted by law. For a description of the restrictions on offers, sales and resales of the
Securities and distribution of this offering memorandum, see the section headed ``Subscription and
Sale'' below.
None of us, the Joint Lead Managers, the Trustee, the Registrar, the Principal Paying Agent, the
Calculation Agent or the Transfer Agent (together with the Registrar, the Principal Paying Agent
and the Calculation Agent, the ``Agents''), or any of their respective affiliates or representatives, is
making any representation to any offeree or purchaser of the Securities offered hereby regarding
the legality of any investment by such offeree or purchaser under applicable legal investment or
similar laws. Each prospective investor should consult with its own advisors as to legal, tax,
business, financial and related aspects of a purchase of the Securities. None of the Joint Lead
Managers, the Trustee or the Agents makes any representation, warranty or undertaking, express
or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of
the information in this offering memorandum and none of the Joint Lead Managers, the Trustee or
the Agents, or any of their respective affiliates accept any responsibilities for any acts or omissions
of the Issuer or any other persons in connection with the issue and offering of the Securities. To
the fullest extent permitted by law, none of the Joint Lead Managers, the Trustee or the Agents
accepts any responsibility for the contents of this offering memorandum or for any other statement
made or purported to be made by the Joint Lead Managers or on their behalf in connection with
us or the issue and offering of the Securities. Each of the Joint Lead Managers, the Trustee and
the Agents accordingly disclaims all and any liability whether arising in tort or contract or
otherwise which it might otherwise have in respect of this offering memorandum or any such
statement.
None of the Joint Lead Managers, the Trustee, the Agents nor any of their respective affiliates or
representatives undertakes to review the financial condition or affairs of the Company during the life of
the arrangements contemplated by this offering memorandum nor to advise any investor or prospective
investor in the Securities of any information coming to the attention of any of the Joint Lead Managers,
the Trustee, the Agents nor any of their respective affiliates or representatives.
­ iii ­


PROHIBITION OF SALES TO EEA RETAIL INVESTORS
This offering memorandum is not a prospectus for the purposes of the European Union's Regulation
(EU) 2017/1129.
The Securities are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (``MiFID II''); or (ii) a customer within the meaning of Directive (EU)
2016/97 (the ``Insurance Distribution Directive''), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information
document required by Regulation (EU) No 1286/2014 as amended (the ``PRIIPs Regulation'') for
offering or selling the Securities or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Securities or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
The communication of this offering memorandum and any other document or materials relating to the
issue of the Securities offered hereby is not being made, and such documents and/or materials have not
been approved, by an authorized person for the purposes of section 21 of the United Kingdom's
Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials
are not being distributed to, and must not be passed on to, the general public in the United Kingdom.
The communication of such documents and/or materials as a financial promotion is only being made to
those persons in the United Kingdom who have professional experience in matters relating to
investments and who fall within the definition of investment professionals (as defined in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
``Financial Promotion Order'')), or who fall within Article 49(2)(a) to (d) of the Financial Promotion
Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as ``relevant persons''). In the United
Kingdom, the Securities offered hereby are only available to, and any investment or investment activity
to which this offering memorandum relates will be engaged in only with, relevant persons. Any person
in the United Kingdom that is not a relevant person should not act or rely on this offering memorandum
or any of its contents.
REFERENCES
References to the ``Chen family'' in this offering memorandum are to Chen Zhuo Lin, Chan Cheuk Yin,
Luk Sin Fong, Fion, Chan Cheuk Hung, Chan Cheuk Hei, Chan Cheuk Nam, Lu Liqing, Lu Yanping,
Chan Siu Na and Zheng Huiqiong.
References to ``2012 Notes'' are to our US$700 million aggregate principal amount of 9.875% Senior
Notes due 2017. We redeemed all outstanding amount of the 2012 Notes on March 20, 2017.
References to ``2013 Perpetual Securities'' are to our subordinated perpetual capital securities in an
aggregate principal amount of US$700 million which were fully redeemed on July 18, 2019.
References to ``Property Management Asset-backed Securities'' are to our asset-backed securities in the
principal amount of RMB1,100,000,000 established on February 26, 2016. We redeemed all outstanding
asset-backed securities on September 26, 2017.
References to ``2014 USD Notes'' are to our US$500 million aggregate principal amount of 8.375%
Senior Notes due 2019. We redeemed all outstanding amount of the 2014 USD Notes on September 14,
2017.
References to ``2014 RMB Notes'' are to our RMB2,000 million aggregate principal amount of 6.50%
Senior Notes due 2017. We redeemed all outstanding amount of the 2014 RMB Notes on February 28,
2017.
References to ``Panyu Asset-backed Securities'' are to our asset-backed securities in the principal
amount of RMB1,111.5 million established on September 1, 2017.
­ iv ­


References to ``2015 Notes'' are to our US$500 million aggregate principal amount of 9.0% Senior
Notes due 2020.
References to ``2017 Notes'' are to our US$200 million aggregate principal amount of 5.125% Senior
Notes due 2022.
References to ``2017 SCB Facility'' are to our HK$624 million term loan facility with various lenders
and Standard Chartered Bank (Hong Kong) Limited as the facility agent which we entered into on June
2, 2017.
References to ``2017 SCB Syndicated Loan'' are to our dual tranche transferable term loan facilities
denominated in both H.K. dollars and U.S. dollars in the amount of HK$3,519 million and US$0 with
various lenders and Standard Chartered Bank (Hong Kong) Limited as the facility agent which we
entered into on July 17, 2017.
References to ``2017 HSBC Loan'' are to our HK$1,170 million term loan facility with The Hongkong
and Shanghai Banking Corporation Limited as facility agent and as security agent which we entered into
on November 14, 2017.
References to ``2017 ICBC Loan'' are to our HK$300 million term loan facility with Industrial and
Commercial Bank of China (Asia) Limited as lender which we entered into on November 24, 2017.
References to ``2017 CCB Loan'' are to our HK$400 million term loan facility with China Construction
Bank Corporation, Hong Kong Branch as facility agent and as security agent which we entered into on
December 19, 2017.
References to ``2018 Perpetual Securities'' are to our US$500 million aggregate principal amount of
senior perpetual capital securities.
References to ``2018 Syndicated Loan'' are to our HK$8,834 million (with a greenshoe option of
HK$2,500 million) and US$200 million term loan facility which we entered into on May 21, 2018.
References to ``2018 HSBC Loan'' are to our HK$770 million term loan facility with The Hongkong and
Shanghai Banking Corporation Limited as facility agent and security agent which we entered into on
December 12, 2018.
References to ``June 2018 Perpetual Securities'' are to our US$100 million aggregate principal amount
of senior perpetual capital securities.
References to ``July 2018 Notes'' are to our US$600 million aggregate principal amount of 8.5% Senior
Notes due 2021.
Reference to ``November 2018 Notes'' are to our US$400 million aggregate principal amount of 9.5%
Senior Notes due 2020.
Reference to ``March 2019 Notes'' are to our US$500 million aggregate principal amount of 6.7% Senior
Notes due 2022.
Reference to ``June 2019 Perpetual Securities'' are to our US$700 million aggregate principal amount of
senior perpetual capital securities.
Reference to ``October 2019 Perpetual Securities'' are to our US$500 million aggregate principal amount
of senior perpetual capital securities.
References to the ``Guangzhou Asian Games City Project'' are to the development of certain parcels of
land located in the Panyu District of Guangzhou City that we, together with certain other property
developers in the PRC, acquired pursuant to a land grant contract with the PRC government dated
December 22, 2009, as amended and supplemented. The development of this project is implemented
through a project company (the ``Asian Games JV''), in which we hold a minority equity interest. We
have included this project in the total number of our property projects as of June 30, 2019, and also have
taken into account this project when calculating the site area or GFA data included in this offering
memorandum, unless otherwise specified.
­ v ­


A property is considered sold after we have executed the purchase contract with a customer and have
delivered the property to the customer. All site area and GFA information presented in this offering
memorandum represent the site area and GFA of the entire project, including those attributable to the
minority shareholders of our non-wholly owned project companies.
The English names of the PRC nationals, entities, departments, facilities, laws, regulations, certificates,
titles and the like are translations of their Chinese names and are included for identification purpose
only. In the event of any inconsistency, the Chinese name prevails.
Totals presented in this offering memorandum may not equal the apparent total of individual items
because of rounding of numbers.
FORWARD-LOOKING STATEMENTS
This offering memorandum includes ``forward-looking statements.'' All statements other than
statements of historical fact contained in this offering memorandum, including, without limitation, those
regarding our future financial position and results of operations, strategy, plans, objectives, goals and
targets, future developments in the markets where we participate or are seeking to participate, and any
statements preceded by, followed by or that include the words ``believe,'' ``expect,'' ``aim,'' ``intend,''
``will,'' ``may,'' ``anticipate,'' ``seek,'' ``should,'' ``estimate'' or similar expressions or the negative
thereof, are forward-looking statements. These forward-looking statements involve known and unknown
risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual
results, performance or achievements, or industry results to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking statements. These
forward-looking statements are based on numerous assumptions regarding our present and future
business strategies and the environment in which we will operate in the future. Important factors that
could cause our actual results, performance or achievements to differ materially from those in the
forward-looking statements include, among others, the following:
.
our business and operating strategies;
.
our capital expenditure plans;
.
various business opportunities that we may pursue;
.
our operations and business prospects;
.
our financial condition and results of operations;
.
availability of and changes to bank loans and other forms of financing;
.
the industry outlook generally;
.
future developments in and the performance of the property market in Guangdong Province and
other areas of the PRC;
.
changes in political, economic, legal and social conditions in the PRC, including the PRC
government's, particularly the Guangdong provincial government's, specific policies which affect
land supply, availability and cost of financing, and pre-sale, pricing and volume of our property
developments;
.
the timely repayments by our purchasers of mortgage loans guaranteed by us;
.
changes in competitive conditions and our ability to compete under these conditions;
.
the performance of the obligations and undertakings of the independent contractors under various
construction, building, interior decoration and installation contracts;
.
changes in currency exchange rates;
.
significant delay in obtaining the occupation permits, proper legal titles or approvals for our
properties under development or held for future development; and
­ vi ­


.
other factors beyond our control.
Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to, those discussed under ``Risk Factors'' and elsewhere in this offering
memorandum. We caution you not to place undue reliance on these forward-looking statements which
reflect our management's view only as of the date of this offering memorandum. We undertake no
obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this offering memorandum might not occur.
­ vii ­


PRESENTATION OF FINANCIAL INFORMATION
Our financial statements are prepared in accordance with Hong Kong Financial Reporting Standards
(``HKFRS'') issued by the Hong Kong Institute of Certified Public Accountants (``HKICPA'') which
differ in certain respects from generally accepted accounting principles (``GAAP'') in certain other
countries.
We use EBITDA to provide additional information about our operating performance. EBITDA is not a
standard measure under either U.S. GAAP or HKFRS. As the property development business is capital
intensive, capital expenditure requirements and levels of debt and interest expenses may have a
significant impact on the profit for the year of companies with similar operating results. Therefore, we
believe the investor community commonly uses this type of financial measure to assess the operating
performance of companies in our market sector.
We operate in a capital intensive industry. We use EBITDA in addition to profit for the year because
profit for the year includes many accounting items associated with capital expenditures, such as
depreciation, as well as non-operating items, such as amortization of intangible assets and interest
income and interest expense. These accounting items may vary between companies depending on the
method of accounting adopted by a company. By minimizing differences in capital expenditures and the
associated depreciation expenses as well as reported tax positions, intangible assets amortization and
interest income and expense, EBITDA provides further information about our operating performance and
an additional measure for comparing our operating performance with other companies' results. Funds
depicted by this measure may not be available for debt service due to covenant restrictions, capital
expenditure requirements and other commitments.
Our definition of EBITDA should not be considered in isolation or construed as an alternative to profit
for the year or as an indicator of operating performance or any other standard measure under HKFRS or
U.S. GAAP. Our definition of EBITDA does not account for taxes and other non- operating cash
expenses. Our EBITDA measures may not be comparable to similarly titled measures used by other
companies. See ``Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Non-GAAP Financial Measures'' for more information.
­ viii ­