27

2022

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06

临沂百裕集团3亿美元担保债券在香港联交所上市文件公告

作者:



Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (“SEHK”) take no responsibility for the contents of this announcement, 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 announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. 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 any other jurisdiction, 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. Accordingly, the Bonds are being offered and sold only outside the United States in offshore transactions in compliance with Regulation S under the Securities Act. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. No public offer of the securities referred to herein is being or will be made in the United States.

This announcement and the listing document referred to herein have been published for information purposes only as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”) and do not constitute an offer to sell nor a solicitation of an offer to buy any securities. Neither this announcement nor anything referred to herein (including the listing document) forms the basis for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this announcement and the listing document referred to herein shall not be deemed to be an offer of securities made pursuant to a prospectus issued by or on behalf of the Issuer (as defined below) for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571) of Hong Kong.

Notice to Hong Kong investors: The Issuer and Guarantor (as defined below) confirm that the Bonds (as defined below) are intended for purchase by professional investors (as defined in Chapter 37 of the Listing Rules) only and have been listed on the SEHK on that basis. Accordingly, the Issuer and Guarantor confirm that the Bonds are not appropriate as an investment for retail investors in Hong Kong.

Investors should carefully consider the risks involved. Furthermore, there are various other risks relating to the deed of guarantee, the Guarantor and its subsidiaries, their business and their jurisdictions of operations which investors should familiarise themselves with before making an investment in the Bonds.

 

 

LINYI CITY DEVELOPMENT INTERNATIONAL CO., LIMITED

(临沂城市发展国际有限公司)

(incorporated in the British Virgin Islands with limited liability)

(the “Issuer”)

 

U.S.$300,000,000 5.20 PER CENT. GUARANTEED BONDS DUE 2025

UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY

LINYI CITY DEVELOPMENT GROUP CO., LTD

(临沂百裕产业集团有限公司)

(incorporated in the People’s Republic of China with limited liability)

(the “Guarantor”)

(Stock Code: 5331)

 

Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners

Central Wealth Securities Investment Limited

Guotai Junan International

China Industrial Securities International

Industrial Bank Co., Ltd. Hong Kong Branch

Shenwan Hongyuan (H.K.)

CNCB Capital

Joint Lead Managers and Joint Bookrunners

China Galaxy International

Haitong International

China CITIC Bank International

China Securities International

CLSA

China International Capital Corporation

Huatai International

Sinolink Securities (HK)

Guoyuan Securities (Hong Kong)

CMBC Capital

Shanghai Pudong Development Bank Hong Kong Branch

ABC International

Sigma Capital

 

PUBLICATION OF THE OFFERING CIRCULAR

 

This announcement is made by the Issuer pursuant to Rule 37.39A of the Listing Rules.

 

Reference is made to the notice of listing of U.S.$300,000,000 5.20 per cent. guaranteed bonds due 2025 on the SEHK dated 24 June 2022 published by the Issuer. The offering circular dated 21 June 2022 referred to therein is appended to this announcement.

 

Hong Kong, 27 June 2022

 

As at the date of this announcement, the director of the Issuer is Mr. WANG Yanjian.

 

As at the date of this announcement, the directors of the Guarantor are Mr. LI Dongchun, Ms. LIU Quanfa, Mr. GUO Zheng, Mr. LU Xixing and Mr. FAN Feifei.

 

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