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About Yuekai Securities

Yuekai Securities, formerly known as Lianxun Securities, provides investment and trading services.

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Latest Yuekai Securities News

Sichuan Languang Justbon Services : COMPOSITE DOCUMENT

May 2, 2021

05/02/2021 | 07:03am EDT Message : THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of the Offers and the Delisting Resolution, this Composite Document or the accompanying Form(s) of Acceptance or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Languang Justbon, you should at once hand this Composite Document and the accompanying Form(s) of Acceptance, form(s) of proxy and reply slip(s) to the purchaser or transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Composite Document and the accompanying Form(s) of Acceptance, make no representation as to their accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Composite Document and the accompanying Form(s) of Acceptance. This Composite Document should be read in conjunction with the accompanying Form(s) of Acceptance, the contents of which form part of the terms and conditions of the Offers. COUNTRY GARDEN SERVICES HOLDINGS COMPANY LIMITED 碧桂 園服 務 控股 有 限公 司 (Incorporated in the Cayman Island with limited liability) (Stock Code: 6098) (A joint stock company incorporated in the People's Republic of China with limited liability) (Stock Code: 2606) FOR AND ON BEHALF OF COUNTRY GARDEN PROPERTY SERVICES HK HOLDINGS COMPANY LIMITED FOR ALL THE ISSUED H SHARES IN SICHUAN LANGUANG JUSTBON SERVICES GROUP CO., LTD. (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY COUNTRY GARDEN PROPERTY SERVICES HK HOLDINGS COMPANY LIMITED AND PARTIES ACTING IN CONCERT WITH IT AT THE TIME WHEN THE H SHARE OFFER IS MADE); (2) UNCONDITIONAL MANDATORY CASH OFFER BY COUNTRY GARDEN PROPERTY SERVICES HK HOLDINGS COMPANY LIMITED FOR ALL THE ISSUED DOMESTIC SHARES IN SICHUAN LANGUANG JUSTBON SERVICES GROUP CO., LTD. (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY COUNTRY GARDEN PROPERTY SERVICES HK HOLDINGS COMPANY LIMITED AND PARTIES ACTING IN CONCERT WITH IT AT THE TIME WHEN THE DOMESTIC SHARE OFFER IS MADE); PROPOSED VOLUNTARY WITHDRAWAL OF LISTING OF H SHARES OF SICHUAN LANGUANG JUSTBON SERVICES GROUP CO., LTD.; NOTICE OF THE 2021 THIRD EXTRAORDINARY GENERAL MEETING OF SICHUAN LANGUANG JUSTBON SERVICES GROUP CO., LTD.; AND NOTICE OF THE 2021 SECOND CLASS MEETING OF THE HOLDERS OF H SHARES OF SICHUAN LANGUANG JUSTBON SERVICES GROUP CO., LTD. Financial adviser to Country Garden Property Services HK Holdings Company Limited Independent Financial Adviser to the Independent Board Committee of Sichuan Languang Justbon Services Group Co., Ltd. Capitalised terms used on this cover page shall have the same meanings as those defined in the section headed "Definitions" in this Composite Document. This Composite Document is jointly issued by the Offeror and Languang Justbon to the Languang Shareholders. A letter from J.P. Morgan, containing, among other things, the terms of the H Share Offer, is set out on pages 10 to 23 of this Composite Document. A letter from the Languang Board is set out on pages 24 to 36 of this Composite Document. A letter from the Independent Board Committee containing its recommendations to the Independent Languang Shareholders in relation to the Offers and the Delisting Resolution is set out on pages 37 to 38 of this Composite Document. A letter from Gram Capital containing its advice to the Independent Board Committee in relation to the Offers and the Delisting Resolution is set out on pages 39 to 66 of this Composite Document. The procedures for acceptance and settlement of the Offers are set out in Appendix I to this Composite Document and in the accompanying Form(s) of Acceptance. Acceptances of the H Share Offer should be received by the Languang Share Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by no later than 4:00 p.m. on Thursday, 17 June 2021, being the First Closing Date, or such later date and time as the Offeror may decide and announce and the Executive may approve. Acceptances of the Domestic Share Offer should be received by Languang Justbon at CRM Centre, No. 9 Xixin Avenue, West Hi-tech Zone, Chengdu, Sichuan Province, PRC by no later than 4:00 p.m. on Thursday, 17 June 2021, being the First Closing Date, or such later date and time as the Offeror may decide and announce and the Executive may approve. Independent Languang Shareholders should note that the Record Date is Monday, 17 May 2021. Independent Languang Shareholders who tender acceptances of their Shares after the Record Date will be eligible to vote for the Delisting Resolution. Independent Languang Shareholders who tender acceptances of their Shares before the Record Date will not be eligible to vote for the Delisting Resolution. The Languang General Meeting convened to approve the Delisting Resolution will be held at 10:30 a.m. on Thursday, 17 June 2021 and the Languang H Share Class Meeting convened to approve the Delisting Resolution will be held at 11:00 a.m. on Thursday, 17 June 2021. A notice of the Languang General Meeting is set out in Appendix IV to this Composite Document and a notice of the Languang H Share Class Meeting is set out in Appendix V to this Composite Document. A proxy form for each of the Languang General Meeting and the Languang H Share Class Meeting is enclosed with this Composite Document. Whether or not you are able to attend the Languang Shareholders Meetings or any adjournment thereof in person, you are requested to complete and return the enclosed proxy forms in accordance with the instructions printed thereon to the Languang Share Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than twenty-four (24) hours before the time appointed for the Languang Shareholders Meetings. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Languang General Meeting or the Languang H Share Class Meeting (as the case may be) or any adjournment thereof, should you so wish. In the event that you attend and vote at the Languang General Meeting or the Languang H Share Class Meeting (as the case may be) or any adjournment thereof after having deposited the relevant form of proxy, that form of proxy will be deemed to have been revoked. Any persons including, without limitation, custodians, nominees and trustees, who would, or otherwise intend to, forward this Composite Document and/or the accompanying Form(s) of Acceptance to any jurisdiction outside of Hong Kong should read the section headed "8. Overseas Languang Shareholders" in Appendix I to this Composite Document before taking any action. It is the responsibility of each overseas Languang Shareholders wishing to accept the Offers to satisfy himself, herself or itself as to full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities or legal requirements. Overseas Languang Shareholders are advised to seek professional advice on deciding whether to accept the Offers. PRECAUTIONARY MEASURES AND SPECIAL ARRANGEMENTS FOR THE LANGUANG SHAREHOLDERS MEETINGS Please refer to page ii of this Composite Document for measures being implemented at the Languang Shareholders Meetings to try to prevent and control the spread of the novel coronavirus ("COVID-19"), including, without limitation: all attendees being required to (a) undergo body temperature screening; and (b) wear surgical masks prior to admission to the Languang Shareholders Meetings venue; all attendees being required to wear surgical masks throughout the Languang Shareholders Meetings; appropriate seating arrangement being implemented; and no distribution of corporate gift or refreshment. Languang Justbon reminds attendees that they should carefully consider the risks of attending the Languang Shareholders Meetings, taking into account their own personal circumstances. Furthermore, Languang Justbon would like to remind the Languang Shareholders that physical attendance in person at the Languang Shareholders Meetings is not necessary for the purpose of exercising their voting rights and strongly recommends that Languang Shareholders appoint the chairman of the relevant Languang Shareholders Meeting as their proxy and submit their form of proxy as early as possible. Subject to the development of COVID-19, Languang Justbon may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate. 3 May 2021 MEETINGS . . . 24 37 I-1 MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . PRECAUTIONARY MEASURES FOR THE LANGUANG SHAREHOLDERS MEETINGS The health of the Languang Shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing COVID-19 pandemic, Languang Justbon will implement the following precautionary measures at the Languang Shareholders Meetings to protect attending Languang Shareholders, staff and stakeholders from the risk of infection: Compulsory body temperature checks will be conducted for each Languang Shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue. In such case, he/she may appoint a proxy to vote on the resolutions without the need to follow the 24 hours prior notice of appointing proxy requirement, instead of joining the Languang Shareholders Meetings physically; All attendees are required to wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats; and No refreshment will be served, and there will be no corporate gift. Pursuant to the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Cap. 599G) (the "Regulation"), group gatherings of more than a designated number of persons as prescribed under the Regulation for shareholders' meetings are required to be accommodated in separate rooms or partitioned areas. Languang Justbon will comply with the relevant requirements under the Regulation as and when appropriate at the time of the Languang Shareholders Meetings. In addition, Languang Justbon reminds all Languang Shareholders that physical attendance in person at the Languang Shareholders Meetings is not necessary for the purpose of exercising voting rights. Languang Shareholders may appoint the chairman of the relevant Languang Shareholders Meeting as their proxy to vote on the relevant resolution at the relevant Languang Shareholders Meeting instead of attending the relevant Languang Shareholders Meeting in person, by completing and return the proxy form attached to this Composite Document. Submission of the proxy form does not preclude a Languang Shareholder from attending the relevant Languang Shareholders Meetings later if such Languang Shareholder so wishes, and in which case the proxy will be deemed revoked. Languang Justbon will keep the Languang Shareholders informed by way of further announcement if there are any material updates on the Regulation which would affect the Languang Shareholders Meetings. If any Languang Shareholder chooses not to attend the meeting in person but has any question about any resolution or about Languang Justbon, or has any matter for communication with the Languang Board, he/she is welcome to send such question or matter in writing to Languang Justbon's principal place of business in Hong Kong. If any Languang Shareholder has any question relating to the meeting, please contact Tricor Investor Services Limited, Languang Share Registrar in Hong Kong as follow: Tricor Investor Services Limited CONTACT DETAILS IN THE EVENT OF FURTHER QUERIES If you have any queries of an administrative and procedural nature regarding the Offers and/or the Delisting Resolution, please reach out via the following ways: by phone: (852) 3953 7240 Working hours: Monday to Friday, 09:00-18:00 (Hong Kong time) by email: irps@bgyfw.com For the avoidance of doubt, the designated phone lines or email account cannot and will not (i) provide any information not available in the public domain nor any advice on the merits or risks of the Offers and/or the Delisting Resolution or (ii) give any financial or legal advice. If you are in doubt as to any aspect of this Composite Document or action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. - ii - EXPECTED TIMETABLE The expected timetable set out below is indicative only and may be subject to changes. Any change to the timetable will be jointly announced by the Offeror and Languang Justbon by way of announcement(s) as soon as possible. Despatch date of this Composite Document and commencement of the Offers(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . the Domestic Shares in order to be entitled to attend and vote at the Languang Shareholders Meetings . . . . .4:30 p.m., Monday, 17 May 2021 of the Languang Shareholders to attend and vote at the Languang Shareholders Meetings . . . . . . . . . . . . . .Monday, 17 for the Offers as at the Record Date . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 18 the determination of entitlements of the Languang Shareholders to . . . . . .Tuesday, 18 May 2021 to Thursday, 17 June 2021 the Languang General Meeting(3) . . . . . . . . . . . . . .10:30 a.m., Wednesday, 16 June 2021 Latest time for lodging proxy form(s) in respect of the Languang H Share Class Meeting(3) . . . . . . . . .11:00 a.m., Wednesday, 16 June 2021 Languang General Meeting . . . . . . . . . . . . . . . . . . . . . .10:30 a.m., Thursday, 17 June 2021 Languang H Share Class Meeting . . . . . . . . . . . . . . . . .11:00 a.m., Thursday, 17 June 2021 (or immediately after the conclusion or adjournment of the Languang General Meeting) Announcement of the results of the Languang Shareholders Meetings . . . . . . . . . . . . . . . . . . . . . .by 7:00 p.m., Thursday, 17 June 2021 First Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on the First Closing Date(5)(6) . . . . . . . . . . . . . . . . . . .4:00 p.m., Thursday, 17 June 2021 - iii - on the First Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 17 June 2021 • Re-opening of the register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 18 June 2021 Assuming the Delisting Resolution is approved and the Delisting Acceptance Condition is satisfied on the First Closing Date: Last day of trading in the H Shares on the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 12 July 2021 • Final Closing Date(4a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 15 July 2021 Latest time for acceptance of the Offers on the final Closing Date and closing of the Offers . . . . 4:00 p.m., Thursday, 15 July 2021 Announcement of the results of the Offers on the final Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 15 July 2021 Expected time and date of withdrawal of the listing of the H Shares from the Stock Exchange(7) . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Thursday, 22 July 2021 Latest date for posting of remittances for the amounts due under the H Share Offer in respect of valid acceptance received at or before the latest time for acceptances of the Offers on the final Closing Date(8)(9) . . . . . . . . . . . . . . . . . . . Monday, 26 July 2021 Assuming the Delisting Resolution is approved, the Delisting Acceptance Condition is not satisfied on the First Closing Date: Latest time for the Delisting Acceptance Condition being satisfied . . . . . . . . . . . . . . . . . . . . .4:00 p.m., Friday, 3 September 2021 Assuming the Delisting Resolution is not approved on the First Closing Date: • Final Closing Date(4b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 2 July 2021 Latest time for acceptance of the Offers on the final Closing Date and closing of the Offers . . . . . . . 4:00 p.m., Friday, 2 July 2021 Announcement of the results of the Offers on the final Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 2 July 2021 Latest date for posting of remittances for the amounts due under the H Share Offer in respect of valid acceptance received at or before the latest time for acceptances of the Offers on the final Closing Date(8)(9) . . . . . . . . . . . . . . . . . . . .Tuesday, 13 July 2021 - iv - Notes: Unless otherwise expressly stated, all references to dates and times contained in this Composite Document refer to Hong Kong dates and times. Each of the H Share Offer and the Domestic Share Offer is made on Monday, 3 May 2021, the date of the posting of this Composite Document, and is capable of being accepted on and from that date. The proxy form should be deposited with the Languang Share Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event by the time stated above, in order to be valid. Completion and return of a proxy form for the Languang General Meeting and/or the Languang H Share Class Meeting (as the case may be) will not preclude an Independent Languang Shareholder from attending the Languang General Meeting or the Languang H Share Class Meeting (as the case may be) and voting in person if he/she/it so wishes and if such Independent Languang Shareholder has notified Languang Justbon not less than 24 hours in writing before the time appointed for any adjournment of the Languang General Meeting or the Languang H Share Class Meeting (as the case may be). In such event, the returned proxy form will be deemed to have been revoked. (4a) It is assumed that the Offeror has received valid acceptances of 90% of the H Shares held by the Independent Languang H Shareholders on the First Closing Date. In compliance with the note to Rule 2.2 of the Takeover Code, each of the H Share Offer and the Domestic Share Offer will be opened for acceptance for at least 28 days after the Offeror receives valid acceptances of 90% of the H Shares held by the Independent Languang H Shareholders. The Offeror reserves the right to extend the H Share Offer and the Domestic Share Offer beyond this 28-day period. Written notice must be given to the H Shareholders or the Domestic Shareholders (as the case may be) who have not accepted the H Share Offer or the Domestic Share Offer (as the case may be) as of the First Closing Date. (4b) Assuming that the Delisting Resolution is not approved at any of the Languang Shareholders Meetings on the First Closing Date, each of the H Share Offer and the Domestic Share Offer will be extended to Friday, 2 July 2021. In this case, the latest time for acceptance of the H Share Offer and the Domestic Share Offer and closing of the Offers would be on Friday, 2 July 2021. On the same day, announcement of the results of the H Share Offer and the Domestic Share Offer will be made. Unless the H Share Offer and the Domestic Share Offer have been revised or extended, the latest time and date for acceptance of each of the H Share Offer and the Domestic Share Offer is 4:00 p.m. on the First Closing Date, being Thursday, 17 June 2021. Please refer to Appendix I to this Composite Document for additional information on how to accept the H Share Offer and the Domestic Share Offer. Assuming the Delisting Resolution is approved at the Languang Shareholders Meetings but the Delisting Acceptance Condition is not satisfied, the Offeror has the right to extend the Closing Date of the Offers but in any event, not later than Friday, 3 September 2021. Beneficial owners of the H Shares who hold their H Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures. It is currently expected that the withdrawal of listing of the H Shares from the Stock Exchange would happen at 4:00 p.m. on Thursday, 22 July 2021, subject to the Delisting Resolution being approved and satisfaction of the Delisting Acceptance Condition, and receipt of any regulatory approvals required for such delisting. Pursuant to Rule 20.1 of the Takeovers Code, settlement in cash in respect of acceptances of the H Share Offer will be made within 7 business days (as defined under the Takeovers Code) of the date on which the H Shares are tendered for acceptance. Relevant documents of title must be received by the Languang Share Registrar to render acceptance of the H Share Offer complete and valid. Payment in respect of the H Shares tendered for acceptance and taken up by the Offeror under the H Share Offer (after, if applicable, deducting the seller's ad valorem stamp duty arising therefrom) will be posted by cheque to the H Shareholders, at their own risk. As settlement of consideration under the Domestic Share Offer is subject to certain transfer and registration formalities and procedures imposed by CSDCC and SAFE in the PRC which are not within the control of the Offeror, settlement of the consideration in respect of acceptances received under the Domestic Share Offer will be made by the Offeror as soon as reasonably practicable following completion of such transfer and registration formalities. Pursuant to the Irrevocable Undertaking (Domestic Shareholder), Yuekai Securities has agreed that the settlement of consideration under the Domestic Share Offer will be made within 15 business days after the date on which Yuekai Securities notifies the Offeror in writing of its settlement bank account details for the purposes of accepting the Domestic Share Offer. The other Domestic Shareholder, Mr. Xiong Qi, only held 2,800 Domestic Shares (representing approximately 0.25% of the issued Domestic Shares and 0.002% of the total issued share capital of Languang Justbon) as at the Latest Practicable Date. As such, the Offeror has applied to the Executive for, and the Executive has indicated that a waiver from strict compliance with Rule 20.1 of the Takeovers Code for the Domestic Share Offer will be granted. The latest time and date for acceptance of the H Share Offer, the latest date for posting of remittances for the amounts due under the H Share Offer in respect of valid acceptances, the last day of trading of H Shares and voluntary withdrawal of listing of the H Shares will not take effect if there is a tropical cyclone warning signal number 8 above, or a "black" rainstorm warning, in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the such relevant date. Instead, such relevant date will be rescheduled to the same time on the following business day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m. - v - NOTICE TO OVERSEAS LANGUANG SHAREHOLDERS The Offeror intends to make available the Offers to all Languang Shareholders, including those who are resident outside Hong Kong, to the extent practicable. The making of the Offers to the Languang Shareholders who are citizens, residents or nationals of jurisdictions outside Hong Kong may be subject to the laws of the relevant jurisdictions. Such relevant Languang Shareholders may be prohibited or affected by the laws of the relevant jurisdictions from accepting the Offers and it is the responsibility of each relevant Languang Shareholder who wishes to accept the relevant Offer to satisfy himself/herself/itself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required in compliance with all necessary formalities or legal requirements and the payment of any transfer or other taxes due by such overseas accepting Languang Shareholder in such relevant jurisdictions. Any acceptance by any Languang Shareholder will be deemed to constitute a representation and warranty from such Languang Shareholder to the Offeror and its advisers including J.P. Morgan that the local laws and requirements have been complied with. Languang Shareholders should consult their professional advisers if in doubt. Based on the Languang Share Register as at the Latest Practicable Date, save for certain Domestic Shareholders who resided in the PRC, none of the other Languang Shareholders is an overseas Languang Shareholder. Notice to the H Shareholders in the United States The H Share Offer is subject to Hong Kong disclosure and procedural requirements, including with respect to offer timetable, settlement procedures, timing of payments and withdrawal rights, which are different from those applicable to tender offers carried out in the United States. In the absence of a relevant exemption under the laws of the United States, the H Share Offer may not be available to persons who are in the United States. Even where an exemption is available, persons in the United States are urged, before accepting the H Share Offer, to consult their own professional advisers regarding the tax consequences of acceptance of the H Share Offer, whether in relation to United States federal income tax or taxes under applicable state and local tax laws, or foreign tax laws. The financial information of Languang Justbon has been extracted from the audited financial statements of Languang Justbon for the three years ended 31 December 2020, which have been prepared in accordance with the Hong Kong Financial Reporting Standards, which may not be wholly comparable to financial information of United States companies or companies whose financial statements are solely prepared in accordance with generally accepted accounting principles in the United States. - vi - IMPORTANT NOTICES Languang Justbon is incorporated under the laws of the PRC. It may be difficult for H Shareholders in the United States to enforce their rights and claims arising out of United States federal securities laws, since Languang Justbon is located in a country other than the United States, some or all of its officers and directors may be residents of a country other than the United States and the assets of Languang Justbon may be located outside the United States. H Shareholders in the United States may not be able to sue a non-United States company or its officers or directors in a non- United States court for violations of United States securities laws. It may be difficult for such H Shareholders to effect service of process within the United States upon Languang Justbon or its officers or directors or to enforce against them any judgment of a United States court predicated upon the federal or state securities laws of the United States. In particular, H Shareholders in the United States should note that the Offeror reserves the right itself or through affiliates or nominees or its brokers acting as agents from time to time making purchases of, or arrangements to purchase H Shares outside of the United States whether in open market or by private transaction during the offer period of the H Share Offer other than pursuant to the H Share Offer to the extent permitted by and in accordance with the requirements of the Takeovers Code. Information about such purchases will be reported to the SFC in accordance with the requirements of the Takeovers Code and will be available on the website of the SFC at http://www.sfc.hk/ . - vii - DEFINITIONS In this Composite Document, the following impressions have the meanings set out below unless the context requires otherwise. "acting in concert" Code, as extended to include persons presumed to be acting in concert around the date of this composite document containing a notice to convene the annual general meeting of Languang Justbon to be held on Thursday, 17 June 2021 "Agreement 1" March 2021 entered into by and among Vendor 1, Languang Development, Languang Justbon and the Offeror in respect of the sale and purchase of 115,090,200 H Shares and 750,000 Domestic Shares, representing approximately 65.04% of the entire equity interest in Languang Justbon March 2021 entered into by and among Vendor 2, the Offeror and Languang Justbon on 22 March 2021 in respect of the sale and purchase of 5,486,300 H Shares, representing approximately 3.08% of the entire equity interest in Languang Justbon March 2021 entered into by and among Vendor 3, the Offeror and Languang Justbon in respect of the sale and purchase of 5,435,360 H Shares, representing approximately 3.05% of the entire equity interest in Languang Justbon "associates" Code or the Listing Rules, as the context requires "Base Share Offer Price" (equivalent to HK$51.0571) per Offer Domestic Share "CCASS" and operated by HKSCC 生活服務集團股份有限公司), a joint-stock company with limited liability established under the laws of the PRC and is an indirect wholly-owned subsidiary of CGS "CGS" 桂園服務控股有限公司), the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 6098), and is owned as to 43.82% by Concrete Win "CGS Director(s)" "CGS Shareholders" extended, any subsequent closing date(s) as may be determined by the Offeror and jointly announced by the Offeror and Languang Justbon, with the consent of the Executive in accordance with the Takeovers Code "Completion" the offer document issued by the Offeror and the offeree board circular issued by Languang Justbon (together with the Form(s) of Acceptance) in respect of the Offers in accordance with the Takeovers Code and the Listing Rules British Virgin Islands with limited liability and is wholly- owned by Ms. Yang Huiyan "connected person(s)" "CSDCC" Limited held by Independent Languang H Shareholders - 2 - approving the delisting of H Shares from the Stock Exchange, in the Languang Shareholders Meetings "Domestic Share(s)" Justbon, with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB "Domestic Share Offer" Offeror for all the Domestic Shares (other than those Domestic Shares already owned by or agreed to be acquired by the Offeror and parties acting in concert with it at the time when the Domestic Share Offer is made) in accordance with the Takeovers Code "Domestic Shareholder(s)" "Enhanced Consideration" Base Share Offer Price from the Enhanced Share Offer Price (equivalent to HK$54.3000) per Offer Domestic Share, which is payable, if (1) the Delisting Resolution is approved in the Languang Shareholders Meetings and (2) the Delisting Acceptance Condition is satisfied "Executive" of the SFC or any of his delegates "First Closing Date" "First Rule 3.7 Announcement" Languang Justbon pursuant to Rule 3.7 of the Takeovers Code in respect of the Offeror's intention to make the Offers (representing approximately 52.83% of the entire equity interest in Languang Justbon), comprising 85,861,296 H Shares released and discharged under the Share Charge and 8,228,904 H Shares not under the Share Charge "Form(s) of Acceptance" in respect of the Offers accompanying this Composite Document capital of Languang Justbon with a nominal value of RMB1.00 each, which are subscribed for and traded in HK$ and listed on the Main Board of the Stock Exchange "H Share Offer" Morgan, for and on behalf of the Offeror, for all the H Shares (other than those H Shares already owned by or agreed to be acquired by the Offeror and parties acting in concert with it at the time when the H Share Offer is made) in accordance with the Takeovers Code "H Shareholder(s)" "HKSCC" "HK$" "Hong Kong" PRC company incorporated in Hong Kong with limited liability and licensed under the SFO to carry on Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO and the financial adviser to Languang Development "Independent Board Committee" comprising Mr. Li Shujian, Mr. Chan Shing Yee, Joseph and Mr. Zhang Shouwen as independent non-executive Languang Directors, which is formed to advise the Independent Languang Shareholders in relation to the Offers, as to whether the Offers are fair and reasonable and whether to accept the Offers, and the Delisting Resolution or "Gram Capital" under the SFO, and the independent financial adviser to advise the independent board committee of Languang Justbon in connection with the Offers and, in particular, as to whether the Offers are fair and reasonable and whether to accept the Offers, and how to vote on the Delisting Resolution Shareholders" "Independent Languang H Shareholders" Shareholders" "Independent Third Party(ies)" the company/companies or its/their ultimate beneficial owner(s), who is/are independent of and not connected with the CGS Group and their respective connected persons and their respective ultimate beneficial owner(s) or their respective associates (Domestic Shareholder)" "J.P. Morgan" incorporated in Hong Kong with limited liability and licensed under the SFO to carry on Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 7 (providing automated trading services) regulated activities under the SFO and the financial adviser to the Offeror in relation to the Offers "Languang Development" 股份有限公司), a company established in the PRC with limited liability, the shares of which are listed on the Shanghai Stock Exchange (Stock Code: 600466), and is owned as to 5.58% by Mr. Yang and 52.73% by Languang Investment - 5 - Languang Justbon to be held at Hall of Orleans, 2nd Floor of Howard Johnson Zunyue Hotel Chengdu, No. 528 Yingbin Avenue, Jinniu District, Chengdu, Sichuan Province, the PRC at 10:30 a.m. or immediately after the conclusion of the annual general meeting of Languang Justbon to be held on 17 June 2021 or any adjournment thereof (whichever is the later) on Thursday, 17 June 2021 for the purposes of Independent Languang Shareholders considering the Delisting Resolution and any other business to be considered at the general meeting "Languang H Share Class Meeting" Floor of Howard Johnson Zunyue Hotel Chengdu, No. 528 Yingbin Avenue, Jinniu District, Chengdu, Sichuan Province, the PRC at 11:00 a.m. or immediately after the conclusion of the Languang General Meeting or any adjournment thereof (whichever is the later) on Thursday, 17 June 2021 for the purposes of Independent Languang H Shareholders considering the Delisting Resolution "Languang Investment" 資控股集團有限公司) (formerly known as Sichuan Languang Industrial Group Co., Ltd. (四川藍光實業集團 有限公司)), a company established in the PRC with limited liability and is owned as to 95.04% by Mr. Yang "Languang Justbon" 川藍光嘉寶服務集團股份有限公司), a joint stock H Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2606) "Languang Share Register" Justbon each a "Languang Shareholder" Meetings" Trading Halt Day the issue of this Composite Document for the purpose of ascertaining certain information contained in this Composite Document Stock Exchange 頤和嘉寶物業服務有限公司), a limited liability company established in the PRC on November 12, 2018 and is currently owned as to 51% by Languang Justbon and 49% by Sichuan Yihe Property Management Co., Ltd. (四川頤 合物業管理有限公司), an independent third party of Languang Justbon of Languang Investment and 5.58% equity interests of Languang Development. As such, Mr. Yang is able to control in aggregate 58.31% equity interests in Languang Development "Offer Domestic Share(s)" Offer "Offer Period" being the period commencing from 25 February 2021 (the date of the First Rule 3.7 Announcement), and ending on the Closing Date, or such other time or date to which the Offeror may decide to extend the Offers in accordance with the Takeovers Code - 7 - Company Limited (碧桂園物業香港控股有限公司), a liability and is a wholly-owned subsidiary of CGS "Offeror Board" "Offeror Director(s)" "PRC" "Record Date" identify Languang Shareholders whose names appear on the register of members of Languang Justbon, who are eligible to vote at the Languang Shareholders Meetings "Relevant Period" months prior to the date of the First Rule 3.7 Announcement) and ending on the Latest Practicable Date, both dates inclusive "Rule 3.5 Announcement" the Offeror and Languang Justbon pursuant to Rule 3.5 of the Takeovers Code in respect of the Offeror's intention to make the Offers "Second Tranche Completion" (representing approximately 11.79% of the entire equity interest in Languang Justbon) "SFO" Laws of Hong Kong) Languang Hejun in favour of CG Life Services (as nominee of the Offeror) in relation to the charge over 106,861,296 H Shares (representing approximately 60% of the entire equity interest in Languang Justbon) "Shares" "Stock Exchange" "Supplemental Agreement" into by and among Vendor 1, Languang Development, Languang Justbon and the Offeror to supplement the Agreement 1 "Trading Halt Day" halt of the H Shares "United Gain" incorporated in the British Virgin Islands with limited liability and is a wholly-owned subsidiary of CGS "Vendor 1" or "Languang Hejun" Sichuan Languang Hejun Industries Co., Ltd. (四川藍光 和駿實業有限公司), a company established in the PRC with limited liability and a wholly owned subsidiary of Languang Development (Limited Partnership)* (寧波嘉乾企業管理合夥企業(有 "Vendor 3" Partnership)* (成都嘉裕企業管理中心(有限合夥)), a "Yuekai Securities" company established under the laws of the PRC and is a Domestic Shareholder holding an aggregate of 366,800 Domestic Shares (representing approximately 32.76% of the total issued Domestic Shares) - 9 - FOR AND ON BEHALF OF COUNTRY GARDEN PROPERTY SERVICES HK HOLDINGS COMPANY LIMITED FOR ALL THE ISSUED H SHARES IN SICHUAN LANGUANG JUSTBON SERVICES GROUP CO., LTD. (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY COUNTRY GARDEN PROPERTY SERVICES HK HOLDINGS COMPANY LIMITED AND PARTIES ACTING IN CONCERT WITH IT AT THE TIME WHEN THE H SHARE OFFER IS MADE); (2) UNCONDITIONAL MANDATORY CASH OFFER BY COUNTRY GARDEN PROPERTY SERVICES HK HOLDINGS COMPANY LIMITED FOR ALL THE ISSUED DOMESTIC SHARES IN SICHUAN LANGUANG JUSTBON SERVICES GROUP CO., LTD. (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY COUNTRY GARDEN PROPERTY SERVICES HK HOLDINGS COMPANY LIMITED AND PARTIES ACTING IN CONCERT WITH IT AT THE TIME WHEN THE DOMESTIC SHARE OFFER IS MADE); AND INTRODUCTION On 22 March 2021, the Offeror and Languang Justbon jointly published the Rule 3.5 Announcement in relation to the Agreements. On 9 April 2021, Vendor 1, Languang Development, Languang Justbon and the Offeror entered into the Supplemental Agreement to supplement the Agreement 1. The First Tranche Completion took place on 13 April 2021; Completion of the transfer of 750,000 Domestic Shares from Vendor 1 to the Offeror took place on 15 April 2021; the Second Tranche Completion took place on 16 April 2021; and Completion of the Agreement 2 and the Agreement 3 took place on 19 April 2021. As at the Latest Practicable Date, the Offeror held an aggregate of 126,761,860 Shares, representing approximately 71.17% of the issued Shares. Under Rule 26.1 of the Takeovers Code, upon the First Tranche Completion, the Offeror is required to make unconditional mandatory cash offers for all the issued Shares, other than those Shares already owned by or agreed to be acquired by the Offeror and parties acting in concert with it at the time. The Offers are unconditional in all respects. This letter forms part of this Composite Document and sets out certain background information on the Offeror and the intention in relation to the Offeror. - 10 - 1. THE H SHARE OFFER J.P. Morgan, for and on behalf of the Offeror, makes the H Share Offer on the following terms in accordance with Rule 26.1 of the Takeovers Code: For each Offer H Share: Base Share Offer Price for each Offer H Share HK$51.0571 in cash* the Delisting Resolution is approved in the Languang Shareholders Meetings and 2) the Delisting Acceptance Condition is satisfied) for each Offer H Share HK$54.3000 in cash Equivalent of the Base Share Offer Price for each Offer H Share in HK$ based on an exchange rate of HK$1 = RMB0.83935, being the exchange rate as quoted by the PBOC on the date of the Rule 3.5 Announcement. As at the Latest Practicable Date, Languang Justbon has 176,982,560 H Shares in issue. There are no outstanding warrants, derivatives or convertibles which may confer any rights to the H Shareholders thereof to subscribe for, convert or exchange into Shares. Independent Languang H Shareholders who tender acceptances of their H Shares after the Record Date will be eligible to vote for the Delisting Resolution. All Independent Languang H Shareholders who accept the H Share Offer will be entitled to receive the Enhanced Share Offer Price ONLY if 1) the Delisting Resolution is approved in the Languang Shareholders Meetings AND 2) the Delisting Acceptance Condition is satisfied. Total consideration If the Delisting Resolution is not approved in the Languang Shareholders Meetings or the Delisting Acceptance Condition is not satisfied, based on the Base Share Offer Price of HK$51.0571 and the 176,982,560 H Shares in issue as at the Latest Practicable Date, the entire issued share capital for H shares of Languang Justbon is valued at approximately HK$9,036,216,264.18. In the event that the H Share Offer is accepted in full, the maximum amount payable by the Offeror under the H Share Offer (in respect of 50,970,700 H Shares) will be approximately HK$2,602,416,126.97 (assuming no further H Shares are issued). If the Delisting Resolution is approved and the Delisting Acceptance Condition is satisfied, based on the Enhanced Share Offer Price of HK$54.3000 and the 176,982,560 H Shares in issue as at the Latest Practicable Date, the entire issued share capital for H shares of Languang Justbon is valued at approximately HK$9,610,153,008.00. In the event that the H - 11 - LETTER FROM J.P. MORGAN Share Offer is (in respect of 50,970,700 H Shares) accepted in full, the maximum amount payable by the Offeror under the H Share Offer will be approximately HK$2,767,709,010.00 (assuming no further H Shares are issued). Confirmation of Financial Resources The Offeror intends to finance the maximum consideration for the H Share Offer from its internal resources. J.P. Morgan, as financial adviser to the Offeror, is satisfied that sufficient financial resources are available to the Offeror to satisfy full acceptances of the H Share Offer. Effect of accepting the H Share Offer The H Share Offer is unconditional in all respects. By accepting the H Share Offer, the H Shareholders will sell their H Shares to the Offeror free from all liens, claims and encumbrances and together with all rights attaching to the H Shares as at the date the H Share Offer is made, being the date of despatch of this Composite Document, including the rights to receive all dividends and distributions declared, made or paid on or after the posting of the composite offer document. As at the Latest Practicable Date, no dividend has been declared but unpaid by Languang Justbon; and there is no intention for Languang Justbon to declare any dividend during the Offer Period. 2. THE DOMESTIC SHARE OFFER The Offeror makes the Domestic Share Offer on the following terms in accordance with Rule 26.1 of the Takeovers Code: For each Offer Domestic Share: Base Share Offer Price for each Offer Domestic Share RMB42.8547 in cash the Delisting Resolution is approved in the Languang Shareholders Meetings and 2) the Delisting Acceptance Condition is satisfied) for each Offer Domestic Share RMB45.5768 in cash* Equivalent of the Enhanced Share Offer Price for each Offer H Share in RMB based on an exchange rate of HK$1 = RMB0.83935, being the exchange rate as quoted by the PBOC on the date of the Rule 3.5 Announcement. As at the Latest Practicable Date, Languang Justbon has 1,119,600 Domestic Shares in issue. There are no outstanding warrants, derivatives or convertibles which may confer any rights to the Domestic Shareholders thereof to subscribe for, convert or exchange into Shares. - 12 - LETTER FROM J.P. MORGAN Independent Languang Domestic Shareholders who tender acceptances of their Domestic Shares after the Record Date will be eligible to vote for the Delisting Resolution at the Languang General Meeting. All Independent Languang Domestic Shareholders who accept the Domestic Share Offer will be entitled to receive the Enhanced Share Offer Price ONLY if 1) the Delisting Resolution is approved in the Languang Shareholders Meetings AND 2) the Delisting Acceptance Condition is satisfied. Total consideration If the Delisting Resolution is not approved in the Languang Shareholders Meetings or the Delisting Acceptance Condition is not satisfied, based on the Base Share Offer Price of RMB42.8547 (equivalent to HK$51.0571) for each Domestic Share and the 1,119,600 Domestic Shares in issue as at the Latest Practicable Date, the entire issued share capital for the Domestic Shares of Languang Justbon is valued at approximately RMB47,980,122.12 (equivalent to HK$57,163,426.61). In the event that the Domestic Share Offer (in respect of 369,600 Domestic Shares) is accepted in full, the maximum amount payable by the Offeror under the Domestic Share Offer will be RMB15,839,097.12 (equivalent to HK$18,870,670.31) (assuming no further Domestic Shares are issued). If the Delisting Resolution is approved in the Languang Shareholders Meetings and the Delisting Acceptance Condition is satisfied, based on the Enhanced Share Offer Price of RMB45.5768 (equivalent to HK$54.3000) for each Domestic Share and the 1,119,600 Domestic Shares in issue as at the Latest Practicable Date, the entire issued share capital for the Domestic Shares of Languang Justbon is valued at RMB51,027,678.92 (equivalent to HK$60,794,280.00). In the event that the Domestic Share Offer (in respect of 369,600 Domestic Shares) is accepted in full, the maximum amount payable by the Offeror under the Domestic Share Offer will be RMB16,845,150.17 (equivalent to HK$20,069,280.00) (assuming no further Domestic Shares are issued). Confirmation of Financial Resources The Offeror intends to finance the maximum consideration for the Domestic Share Offer from its internal resources. J.P. Morgan, as financial adviser to the Offeror, is satisfied that sufficient financial resources are available to the Offeror to satisfy full acceptances of the Domestic Share Offer. Effect of accepting the Domestic Share Offer The Domestic Share Offer is unconditional in all respects. By accepting the Domestic Share Offer, the Domestic Shareholders will sell their Domestic Shares to the Offeror free from all liens, claims and encumbrances and together with all rights attaching to the Domestic Shares as at the date the Domestic Share Offer is made, being the date of despatch of this Composite Document, including the rights to receive all dividends and distributions declared, made or paid on or after the posting of this Composite Document. As at the Latest Practicable Date, no dividend has been declared but unpaid by Languang Justbon; and there is no intention for Languang Justbon to declare any dividend during the Offer Period. - 13 - Basis of determination of the Base Share Offer Price and the Enhanced Share Offer Price The Base Share Offer Price of HK$51.0571 per Offer H Share is no less than the price per sale share payable by the Offeror under the Agreements. The Enhanced Share Offer Price offers Independent Languang Shareholders an incentive to approve the Delisting Resolution. If the Delisting Resolution is approved and the Delisting Acceptance Condition is satisfied, all holders of Offer H Shares or Offer Domestic Share will be entitled to the Enhanced Share Offer Price. Comparison of value The Base Share Offer Price of HK$51.0571 represents: a premium of approximately 31.08% over the closing price of HK$38.95 per H Share as quoted on the Stock Exchange on 22 February 2021, being the last trading day immediately preceding the date of the First Rule 3.7 Announcement; a premium of approximately 3.25% over the closing price of HK$49.45 per H Share as quoted on the Stock Exchange on 16 March 2021, being the Last Full Trading Day; a discount of approximately 2.56% to the closing price of HK$52.40 per H Share as quoted on the Stock Exchange on 17 March 2021, being the Trading Halt Day; a premium of approximately 36.70% over the average closing price of the H Shares as quoted on the Stock Exchange for the last 5 consecutive full trading days prior to the date of the First Rule 3.7 Announcement, being approximately HK$37.35 per H Share; a premium of approximately 37.99% over the average closing price of the H Shares as quoted on the Stock Exchange for the last 30 consecutive full trading days prior to the date of the First Rule 3.7 Announcement, being approximately HK$37.00 per H Share; a premium of approximately 50.03% over the average closing price of the H Shares as quoted on the Stock Exchange for the last 60 consecutive full trading days prior to the date of the First Rule 3.7 Announcement, being approximately HK$34.03 per H Share; - 14 - LETTER FROM J.P. MORGAN a premium of approximately 47.98% over the average closing price of the H Shares as quoted on the Stock Exchange for the last 90 consecutive full trading days prior to the date of the First Rule 3.7 Announcement, being approximately HK$34.50 per H Share; a premium of approximately 18.90% over the average closing price of the H Shares as quoted on the Stock Exchange for the last 180 consecutive full trading days prior to the date of the First Rule 3.7 Announcement, being approximately HK$42.94 per H Share; a premium of approximately 183.59% over the audited net asset value per Share of HK$18.00 as at for the financial year ended 31 December 2020; and a discount of approximately 1.15% to the closing price of HK$51.65 per H Share as quoted on the Stock Exchange on 30 April 2021, being the Latest Practicable Date. The Enhanced Share Offer Price of HK$54.3000 represents: a premium of approximately 39.41% over the closing price of HK$38.95 per H Share as quoted on the Stock Exchange on 22 February 2021, being the last trading day immediately preceding the date of the First Rule 3.7 Announcement; a premium of approximately 9.81% over the closing price of HK$49.45 per H Share as quoted on the Stock Exchange on 16 March 2021, being the Last Full Trading Day; a premium of approximately 3.63% over the closing price of HK$52.40 per H Share as quoted on the Stock Exchange on 17 March 2021, being the Trading Halt Day; a premium of approximately 45.38% over the average closing price of the H Shares as quoted on the Stock Exchange for the last 5 consecutive full trading days prior to the First Rule 3.7 Announcement, being approximately HK$37.35 per H Share; a premium of approximately 46.76% over the average closing price of the H Shares as quoted on the Stock Exchange for the last 30 consecutive full trading days prior to the First Rule 3.7 Announcement, being approximately HK$37.00 per H Share; a premium of approximately 59.56% over the average closing price of the H Shares as quoted on the Stock Exchange for the last 60 consecutive full trading days prior to the First Rule 3.7 Announcement, being approximately HK$34.03 per H Share; a premium of approximately 57.38% over the average closing price of the H Shares as quoted on the Stock Exchange for the last 90 consecutive full trading days prior to the First Rule 3.7 Announcement, being approximately HK$34.50 per H Share; - 15 - LETTER FROM J.P. MORGAN a premium of approximately 26.46% over the average closing price of the H Shares as quoted on the Stock Exchange for the last 180 consecutive full trading days prior to the First Rule 3.7 Announcement, being approximately HK$42.94 per H Share; a premium of approximately 201.60% over the audited net asset value per Share of HK$18.00 as at for the financial year ended 31 December 2020; and a premium of approximately 5.13% over the closing price of HK$51.65 per H Share as quoted on the Stock Exchange on 30 April 2021, being the Latest Practicable Date. Highest and lowest prices The highest and lowest closing price of the H Shares quoted on the Stock Exchange during the Relevant Period was HK$53.25 per H Share on 26 August 2020 and HK$27.55 per H Share on 11 December 2020. The Enhanced Share Offer Price will ONLY be paid to all Independent Languang Shareholders who accept the Offers if 1) the Delisting Resolution is approved in the Languang Shareholders Meetings AND 2) the Delisting Acceptance Condition is satisfied. The acceptance of the Offers by any person will constitute a warranty by such person or persons to the Offeror that the Shares acquired under the Offers are sold by such person or persons free from all third party rights, liens, charges, equities, adverse interests and encumbrances whatsoever and together with all rights attaching thereto as at the date of this Composite Document or subsequently becoming attached to them, and including the right to receive all dividends and other distributions, if any, declared, made or paid, and where the record date for such entitlement is on or after the date of this Composite Document. The Offers are made in compliance with the Takeovers Code, which is administered by the Executive. Hong Kong Stamp duty Ad valorem stamp duty arising in connection with acceptance of the H Share Offer amounting to 0.1% of the amount payable in respect of the relevant acceptance or, if higher, the value of the Offer Shares as determined by the Collector of Stamp Revenue under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) is payable by those accepting Languang Shareholders which will be deducted from the payment to be received by them. The Offeror will bear its own portion of buyer's ad valorem stamp duty under the H Share Offer at the rate of 0.1% of the amount payable in respect of relevant acceptances or, if higher, the value of the Offer H Shares as determined by the Collector of Stamp Revenue under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) and will be responsible to account to the Stamp Office of Hong Kong for the stamp duty payable for the sale and purchase of the relevant Offer H Shares pursuant to the acceptances of the H Share Offer. - 16 - Payment Prior to the Delisting Resolution being approved and the Delisting Acceptance Condition being satisfied, the Base Share Offer Price (after deducting stamp duty) payable for the Offer H Shares tendered under the H Share Offer will be posted by cheque within 7 Hong Kong business days (as defined in the Takeovers Code) of the date of receipt of the duly completed Form(s) of Acceptance and all relevant documents by the Languang Share Registrar from the Independent Languang H Shareholders accepting the H Share Offer and the Base Share Offer Price payable for the Offer Domestic Shares tendered under the Domestic Share Offer will be paid by wire transfer as soon as practicable after the date of receipt of the duly completed Form(s) of Acceptance and all relevant documents by Languang Justbon from the Independent Languang Domestic Shareholders accepting the Domestic Share Offer. In the event of the Delisting Resolution being approved and the Delisting Acceptance Condition being satisfied, (i) for the Independent Languang Shareholders whose tendered Shares having been accepted by the Offeror and the Base Share Offer Price has been paid, the Enhanced Consideration shall be posted by cheque (after deducting stamp duty for the Offer H Shares) and by wire transfer (for the Offer Domestic Shares) as soon as practicable, but in any event within 7 Hong Kong business days (as defined in the Takeovers Code) of the date on which the Delisting Resolution is approved and the Delisting Acceptance Condition is satisfied; and (ii) for such Independent Languang Shareholders who have not tendered their Shares for acceptance before the date on which the Delisting Resolution is approved and the Delisting Acceptance Condition is satisfied, the Enhanced Share Offer Price (after deducting stamp duty) payable for the Offer H Shares tendered under the H Share Offer will be posted by cheque within 7 Hong Kong business days (as defined in the Takeovers Code) of the date of receipt of the duly completed Form(s) of Acceptance and all relevant documents by the Languang Share Registrar from the Independent Languang H Shareholders accepting the H Share Offer and the Enhanced Share Offer Price payable for the Offer Domestic Shares tendered under the Domestic Share Offer will be paid by wire transfer as soon as practicable after the date of receipt of the duly completed Form(s) of Acceptance and all relevant documents by Languang Justbon from the Independent Languang Domestic Shareholders accepting the Domestic Share Offer. As settlement of consideration under the Domestic Share Offer is subject to certain transfer and registration formalities and procedures imposed by CSDCC and the SAFE in the PRC which are not within the control of the offeror, settlement of the consideration in respect of acceptances received under the Domestic Share Offer will be made via wire transfer by the Offeror as soon as reasonably practicable following completion of such transfer and registration formalities. Pursuant to the Irrevocable Undertaking (Domestic Shareholder), Yuekai Securities has agreed that the settlement of consideration under the Domestic Share Offer will be made within 15 business days after the date on which Yuekai Securities notifies the Offeror in writing of its settlement bank account details for the purposes of accepting the Domestic Share Offer. The other Domestic Shareholder, Mr. Xiong Qi, only held 2,800 Domestic Shares (representing approximately 0.25% of the issued Domestic Shares and 0.002% of the total issued share capital of Languang Justbon) as at the Latest Practicable Date. As such, the Offeror has applied to the Executive for, and the Executive has indicated that a waiver from strict compliance with Rule 20.1 of the Takeovers Code for the Domestic Share Offer will be granted. - 17 - Completion of the Offers The Offers will initially be open for acceptances for 45 days from the date of this Composite Document. The First Closing Date is Thursday, 17 June 2021 (or such later date to which the Executive may consent). The Offeror may revise or extend the Offers in accordance with the Takeovers Code and the Listing Rules. The Offeror and Languang Justbon will jointly issue an announcement through the websites of the Stock Exchange and their own company no later than 7:00 p.m. on Thursday, 17 June 2021 stating whether the Offers have been revised or extended. Assuming that the Delisting Resolution is not approved at any of the Languang Shareholders Meetings on the First Closing Date, each of the H Share Offer and the Domestic Share Offer will be extended to Friday, 2 July 2021. Assuming that the Delisting Resolution is approved and the Delisting Acceptance Condition is satisfied on the First Closing Date, the Offers will be extended to Thursday, 15 July 2021 as each of the H Share Offer and the Domestic Share Offer shall remain open for acceptance for at least 28 days after the First Closing Date. Acceptance of the Offers tendered by the Independent Languang Shareholders shall be unconditional and irrevocable once given and cannot be withdrawn except in circumstances set out in Rule 19.2 of the Takeovers Code, details of which are set out in section headed "4. EFFECT OF ACCEPTANCE OF THE OFFERS AND RIGHT OF WITHDRAWAL" in Appendix I to this Composite Document. 4. IRREVOCABLE UNDERTAKING The Irrevocable Undertaking (Domestic Shareholder) dated 30 April 2021 was executed by Yuekai Securities in favour of the Offeror pursuant to which Yuekai Securities undertook that: it will tender its 366,800 Domestic Shares (representing approximately 32.76% of the total issued Domestic Shares and approximately 0.21% of the total issued Shares) for acceptance during the Offer Period after obtaining the relevant approvals from the State-owned Assets Supervision and Administration Agency; it will not make any offer, dispose of, transfer, pledge or create any lien, encumbrances or security interests over its Domestic Shares held; it will not enter into any agreement or arrangement to transfer or deal in all or part of its Domestic Shares and/or any of the economic benefits in connection with it; and it will not deal in the relevant securities in Languang Justbon during the Offer Period (including but not limited to the purchase or subscription of any such securities issued by Languang Justbon). Pursuant to the Irrevocable Undertaking (Domestic Shareholder), Yuekai Securities has agreed that the settlement of consideration under the Domestic Share Offer shall be made by the Offeror within 15 business days after the date on which Yuekai Securities notifies the Offeror in writing of its settlement bank account details for the purposes of accepting the Domestic Share Offer. - 18 - 5. OFFEROR'S INTENTION AND PROPOSALS REGARDING THE LISTING STATUS OF LANGUANG JUSTBON Delisting Resolution The Offeror proposes to delist Languang Justbon from the Stock Exchange and accordingly Languang Justbon has agreed to convene the Languang Shareholders Meetings for the purpose of Independent Languang Shareholders to consider and vote on the Delisting Resolution (among other business). If the Delisting Resolution is approved, it will not become effective until, assuming the Delisting Acceptance Condition is satisfied, the close of the Offers (including the extension of at least 28 days following the satisfaction of the Delisting Acceptance Condition). The delisting proposal and notice of meeting in relation to the Delisting Resolution is set out as set out in Appendix IV and Appendix V to this Composite Document. The Offeror, its associates and parties acting in concert with it shall abstain from voting on the Delisting Resolution. Independent Languang Shareholders should note that the Record Date is Monday, 17 May 2021. Independent Languang Shareholders who tender acceptances of their Shares after the Record Date will be eligible to vote for the Delisting Resolution. Independent Languang Shareholders who tender acceptances of their Shares before the Record Date will not be eligible to vote for the Delisting Resolution. Independent Languang H Shareholders are reminded that if they do not accept the H Share Offer and the H Shares are delisted from the Stock Exchange, subject to the satisfaction of the requirements as set out above for the Delisting Resolution in accordance with Rule 2.2 of the Takeovers Code and the satisfaction of all other Listing Rule requirements, this will result in the Independent Languang H Shareholders holding securities that are not listed on the Stock Exchange and the liquidity of the H Shares may be severely reduced. In addition, Languang Justbon may not continue to be subject to the requirements under the Takeovers Code after the completion of the Offers. The Offeror has applied to the Executive for, and the Executive has indicated that it will grant, a waiver from the requirements under Rule 2.2(c) of the Takeovers Code. Independent Languang Shareholders should also note that if they do not agree to the proposal relating to the Delisting Resolution, they can vote against the Delisting Resolution at the Languang Shareholders Meetings. If more than 10% of the votes attaching to the H Shares held by Independent Languang H Shareholders and/or more than 10% of the votes attaching to the Shares held by the Independent Languang Shareholders voted against the Delisting Resolution in the Languang H Share Class Meeting and the Languang General Meeting respectively, Languang Justbon would remain listed on the Stock Exchange. For the avoidance of doubt, the Offers are not - 19 - LETTER FROM J.P. MORGAN conditional on the approval of the Delisting Resolution. However, if the Delisting

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