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 informational purposes only and is not an offer to sell or the solicitation of an offer to buy securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States or to U.S. persons. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or outside of the United States to any U.S. persons absent registration or an applicable exemption from registration. No public offer of securities is to be made by the Company in the United States or to U.S. persons.

CHINA EVERGRANDE GROUP

中 國 恒 大 集 團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3333)

PROPOSED ISSUANCE OF US$ DENOMINATED SENIOR NOTES

AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY

FOR THE YEAR ENDED 31 DECEMBER 2018

I.PROPOSED NOTES ISSUE

The Company proposes to conduct an international offering of US$-denominated senior notes.

Details of the Proposed Notes Issue, including the aggregate principal amount, the offer price and interest rates for the Notes will be determined through a book-building exercise conducted by Credit Suisse, Bank of China, CEB International, Deutsche Bank, Haitong International and UBS as the joint global coordinators, joint lead managers and joint bookrunners. Upon finalising the terms and conditions of the Notes, it is expected that Credit Suisse, Bank of China, CEB International, Deutsche Bank, Haitong International and UBS as the initial purchasers, the Company and the Subsidiary Guarantors will enter into the Purchase Agreement. The pricing and completion of the Proposed Notes Issue is subject to market conditions and investor interests.

THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT. THE NOTES ARE BEING OFFERED OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN COMPLIANCE WITH REGULATIONS S UNDER THE U.S. SECURITIES ACT AND WILL NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON ABSENT REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

- 1 -

NONE OF THE NOTES WILL BE OFFERED TO THE PUBLIC IN HONG KONG.

Reasons for the Proposed Notes Issue

The Company was founded in 1996 in Guangzhou, Guangdong Province, and gradually developed into a large-scale diversified group with ''properties for the people'' as its core foundation, cultural tourism and healthcare as supplemental growth businesses and high-tech industry as its emerging segment. It ranked 230th in the Fortune Global 500 in 2018. In recent years, the Company steadfastly transformed its development model from ''large scale'' to ''scale+profitability''; and shifted its operating model from ''three-high,one-low'', namely high debt, high leverage, high cost and low turnover, to ''three-low,one-high'', namely low debt, low leverage, low cost and high turnover, achieving remarkable results.

The Proposed Notes Issue is being undertaken by the Group to refinance existing indebtedness and for capital expenditures of the Group, with the remainder for general corporate purposes.

Listing

The Company will seek a listing of the Notes on the SGX-ST. Applications will be made to the SGX-ST for the listing and quotation of the Notes 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 the listing and quotation of the Notes on, the SGX-ST are not to be taken as an indication of the merits of the offering, the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors (if any) or any of their respective associated companies (if any).

General

As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are reminded to exercise caution when dealing in the securities of the Company.

Further announcement in respect of the Proposed Notes Issue will be made by the Company should

the Purchase Agreement be signed.

II.AUDITED FINANCIAL STATEMENTS OF THE COMPANY

Further to the results announcement of the Company dated 26 March 2019, the Company sets out for the information of the shareholders and public investors the audited consolidated financial statements of the Company for the year ended 31 December 2018 in Schedule 1 to this announcement.

- 2 -

III. DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

''Bank of China''

Bank of China Limited;

''Board''

the board of Directors;

''CEB International''

CEB International Capital Corporation Limited;

''Company''

China Evergrande Group, an exempted company

incorporated in the Cayman Islands with limited liability,

the shares of which are listed on the main board of the

Stock Exchange;

''Credit Suisse''

Credit Suisse (Hong Kong) Limited;

''Deutsche Bank''

Deutsche Bank AG, Hong Kong Branch;

''Directors''

the directors of the Company;

''Group''

the Company and its subsidiaries;

''Haitong International''

Haitong International Securities Company Limited;

''Hong Kong''

the Hong Kong Special Administrative Region of the PRC;

''Notes''

US$ denominated senior notes proposed to be issued by the

Company;

''PRC''

the People's Republic of China, excluding for the purpose of

this announcement, Hong Kong, the Macau Special

Administrative Region and Taiwan;

''Proposed Notes Issue''

the proposed issue of the Notes by the Company;

''Purchase Agreement''

the agreement proposed to be entered into, among others,

between the Company, Credit Suisse, Bank of China, CEB

International, Deutsche Bank, Haitong International and

UBS in relation to the Proposed Notes Issue;

''SGX-ST''

Singapore Exchange Securities Trading Limited;

''Stock Exchange''

The Stock Exchange of Hong Kong Limited;

''UBS''

UBS AG Hong Kong Branch;

- 3 -

''U.S. Securities Act''

The United States Securities Act of 1933, as amended; and

''US$''

United States dollar, the lawful currency of the United

States of America.

By order of the Board

China Evergrande Group

Hui Ka Yan

Chairman

Hong Kong, 8 April 2019

As at the date of this announcement, the executive Directors are Mr. Hui Ka Yan, Mr. Xia Haijun, Ms. He Miaoling, Mr. Shi Junping, Mr. Pan Darong and Mr. Huang Xiangui; and the independent non-executive Directors are Mr. Chau Shing Yim, David, Mr. He Qi and Ms. Xie Hongxi.

- 4 -

SCHEDULE 1

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY

FOR THE YEAR ENDED 31 DECEMBER 2018

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

China Evergrande Group published this content on 08 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 08 April 2019 00:37:03 UTC