Sichuan Languang Justbon Services : Despatch of Composite Document

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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 of Languang Justbon, CGS or any other entity. This announcement is not for release, publication or distribution in or into any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

COUNTRY GARDEN SERVICES HOLDINGS COMPANY LIMITED	SICHUAN LANGUANG JUSTBON SERVICES GROUP CO., LTD.
碧 桂 園 服 務 控 股 有 限 公 司	四 川 藍 光 嘉 寶 服 務 集 團 股 份 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)	(A joint stock company incorporated in
(Stock Code: 6098)	the People's Republic of China with limited liability)
	(Stock Code: 2606)

Joint announcement

Despatch of composite document

1. Unconditional mandatory cash offer by J.P. Morgan Securities (Asia Pacific) Limited

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

1. Proposed voluntary withdrawal of listing of the 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

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References are made to (i) the announcements dated 22 March 2021, 12 April 2021, 13 April 2021, 15 April 2021, 16 April 2021 and 19 April 2021 (collectively, the "Announcements"); and (ii) the composite document dated 3 May 2021 (the "Composite Document") jointly issued by Country Garden Services Holdings Company Limited and Sichuan Languang Justbon Services Group Co., Ltd. in relation to the acquisition of a total of approximately 71.17% of the entire equity interest in Languang Justbon, the Offers and the Delisting Resolution. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Composite Document.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document, together with the accompanying Forms of Acceptance, containing, among other things, (i) the expected timetable; (ii) the letter from J.P. Morgan; (iii) the letter from the Languang Board; (iv) the letter from the Independent Board Committee setting out its recommendations to the Independent Languang Shareholders in respect of terms of the Offers and the Delisting Resolution; (v) the letter from the Independent Financial Adviser setting out its advice and recommendations to the Independent Board Committee in respect of the Offers and the Delisting; and (vi) notices for the Languang General Meeting and the Languang H Share Class Meeting, has been despatched to the Shareholders on 3 May 2021.

EXPECTED TIMETABLE

The expected timetable set out below is indicative only and is subject to change. Any changes to the timetable will be jointly announced by the Offeror and Languang Justbon by way of announcement(s) as soon as possible. Unless otherwise expressly stated, all references to dates and times contained in this joint announcement refer to Hong Kong dates and times.

Despatch date of the Composite Document and commencement

of the Offers(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 3 May 2021

Latest time for lodging transfers of the H Shares and 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

Record Date for the determination of entitlements

of the Languang Shareholders to attend and vote at the Languang

Shareholders Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 17 May 2021

Announcement of the results of valid acceptances received for the

Offers as at the Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 18 May 2021

Closure of the register of Languang Justbon for the determination of entitlements of the Languang Shareholders to attend and

vote at the Languang Shareholders Meetings. . . . . . . . . . . . . . . . . . . . . Tuesday, 18 May 2021 to Thursday, 17 June 2021 (both dates inclusive)

Latest time for lodging proxy form(s) in respect of

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

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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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 17 June 2021

Latest time for acceptance of the Offers

on the First Closing Date(5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Thursday, 17 June 2021

Announcement of the results of the Offers

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00pm, 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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00pm, 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

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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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00pm, 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 . . . . . . . . . . . . . . . . . . . . . . . . . 4:00pm, 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

Notes:

1. Unless otherwise expressly stated, all references to dates and times contained in this Composite Document refer to Hong Kong dates and times.
2. 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.
3. 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 and the Delisting Acceptance Condition has not been satisfied 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.

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1. 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.
2. 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.
3. 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.
4. 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 0.0016% 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.
5. 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.

WARNING: Languang Shareholders are strongly advised to read the composite document carefully before deciding whether or not to accept the relevant Offer. CGS Shareholders, Languang Shareholders and potential investors of CGS and Languang Justbon are advised to exercise caution when dealing in the securities of CGS and Languang Justbon.

By order of the board	By order of the board
Country Garden Services	Sichuan Languang Justbon
Holdings Company Limited	Services Group Co., Ltd.
LI Changjiang	Yao Min
Executive Director	Chairman and Executive Director
Hong Kong, 3 May 2021

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As at the date of this announcement, the executive directors of CGS are Mr. LI Changjiang, Mr. XIAO Hua and Mr. GUO Zhanjun. The non-executive directors of CGS are Ms. YANG Huiyan (Chairman), Mr. YANG Zhicheng and Ms. WU Bijun. The independent non-executive directors of CGS are Mr. MEI Wenjue, Mr. RUI Meng and Mr. CHEN Weiru.

As at the date of this announcement, the Offeror Directors are Ms. YANG Huiyan, Mr. LI Changjiang and Mr. YANG Zhicheng.

As at the date of this announcement, the Languang Board comprises Mr. Yao Min, Mr. Sun Zhefeng and Mr. Liu Xia as executive directors, Mr. Chi Feng, Mr. Yang Wuzheng and Ms. Chang Heng as non-executive directors, and Mr. Li Shujian, Mr. Chan Shing Yee, Joseph and Mr. Zhang Shouwen as independent non-executive directors.

The CGS Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to Languang Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, the opinions expressed in this announcement (other than those expressed by Languang Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading.

The Offeror Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to Languang Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, the opinions expressed in this announcement (other than those expressed by Languang Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading.

The Languang Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement in relation to the Languang Group and confirm, having made all reasonable enquiries, that to the best of their knowledge, the opinions expressed by them in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading.

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