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 solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or 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. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer, management, as well as financial statements. The Company does not intend to make any public offering of securities in the United States.

KAISA GROUP HOLDINGS LTD.

佳 兆 業 集 團 控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1638)

PROPOSED ISSUE OF SENIOR NOTES

INTRODUCTION

The Company proposes to conduct an international offering of senior notes. The pricing of the Notes, including the aggregate principal amount, the offer price and the interest rate, will be determined through a book building exercise to be conducted by Credit Suisse, Deutsche Bank, Haitong International and UBS as the joint global coordinators, joint bookrunners and joint lead managers of the proposed Notes Issue. Upon finalising the terms of the Notes, it is expected that Credit Suisse, Deutsche Bank, Haitong International, UBS and the Company, among others, will enter into the Purchase Agreement, pursuant to which Credit Suisse, Deutsche Bank, Haitong International and UBS will be the initial purchasers of the Notes. The Company will make a further announcement in respect of the proposed Notes Issue upon the execution of the Purchase Agreement.

The Notes have not been, and will not be, registered under the Securities Act. The Notes will only be offered outside the United States in offshore transactions in compliance with Regulation S under the Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. None of the Notes will be offered to the public in Hong Kong.

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MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID

  1. product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the EEA or UK.

LISTING

Application will be made to the SGX-ST for the listing and quotation of the Notes on the SGX-ST. Approval in-principle from, admission to the Official List of, and 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 other subsidiary or associated company of the Company, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees (if any). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this announcement.

DEFINITIONS

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

"Board"

the board of Directors

"Company"

Kaisa Group Holdings Ltd., a 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, Singapore 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

"JV Subsidiary Guarantees"

guarantees given by the JV Subsidiary Guarantors on the Notes

"JV Subsidiary Guarantors" certain subsidiaries of the Company, other than the Subsidiary

Guarantors which will provide the JV Subsidiary Guarantees

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"Notes"

the US$ denominated senior notes to be issued by the Company

subject to the terms and conditions of the Purchase Agreement

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"Notes Issue"

the issue of the Notes by the Company

"PRC"

the People's Republic of China, excluding Hong Kong, Macao

Special Administrative Region of the People's Republic of

China and Taiwan for the purpose of this announcement

"Purchase Agreement"

the agreement proposed to be entered into by and among, inter

alia, the Company, Credit Suisse, Deutsche Bank, Haitong

International and UBS in relation to the Notes Issue

"Securities Act"

the United States Securities Act of 1933, as amended

"SGX-ST"

Singapore Exchange Securities Trading Limited

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Subsidiary Guarantees"

guarantees for the Notes to be provided by the Subsidiary

Guarantors

"Subsidiary Guarantors"

certain existing non-PRC subsidiaries of the Company that on

the issue date of the Notes which will provide the Subsidiary

Guarantees

"UBS"

UBS AG Hong Kong Branch

"United States"

the United States of America

"US$"

United States dollar(s), the lawful currency of the United States

"%"

per cent

By Order of the Board

KAISA GROUP HOLDINGS LTD.

Kwok Ying Shing

Chairman and Executive Director

Hong Kong, 15 July 2021

As at the date of this announcement, the executive Directors are Mr. Kwok Ying Shing, Mr. Sun Yuenan, Mr. Mai Fan, Mr. Li Haiming and Mr. Kwok Hiu Kwan; the non-executive Director is Ms. Chen Shaohuan; and the independent non-executive Directors are Mr. Rao Yong, Mr. Zhang Yizhao and Mr. Liu Xuesheng.

  • For identification purposes only

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Kaisa Group Holdings Ltd. published this content on 21 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 July 2021 01:42:02 UTC.