Kaisa : PROPOSED ISSUE OF USD DENOMINATED SENIOR PERPETUAL CAPITAL SECURITIES

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 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. The securities referred to herein will not be registered under the Securities Act, and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. 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 and its management and 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 USD DENOMINATED SENIOR PERPETUAL

CAPITAL SECURITIES

THE PROPOSED ISSUE

Introduction

The Board announces that the Company proposes to conduct the Proposed Issue.

Completion of the Proposed Issue is subject to, among others, market conditions and investors' interest. As at the date of this announcement, the principal amount, terms and conditions of the Proposed Issue are yet to be finalised. Upon finalising the terms and conditions of the Senior Perpetual Capital Securities, it is expected that Credit Suisse, Deutsche Bank, UBS and the Company, will enter into the Subscription Agreement. The Company will make a further announcement in respect of the Proposed Issue upon the signing of the Subscription Agreement.

The Senior Perpetual Capital Securities have not been, and will not be, registered under the Securities Act. The Senior Perpetual Capital Securities are being offered outside the United States in offshore transactions in accordance 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 Senior Perpetual Capital Securities 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 not available to retail in EEA or UK.

Proposed use of proceeds

The Company intends to use the net proceeds of the Proposed Issue for refinancing its existing medium and long term offshore indebtedness which will become due within one year.

Listing

Application will be made to the SGX-ST for the listing and quotation of the Senior Perpetual Capital Securities on the SGX-ST. Approval in-principle from, admission to the Official List of, and listing and quotation of the Senior Perpetual Capital Securities on, the SGX-ST are not to be taken as an indication of the merits of the offering, the Company or any other subsidiary or associated company of the Company or the Senior Perpetual Capital Securities. The SGX- ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this announcement.

GENERAL

As no binding agreement in relation to the Proposed Issue has been entered into as at the date of this announcement, the Proposed Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. A further announcement in respect of the Proposed Issue will be made by the Company should the Subscription Agreement be signed.

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
"EEA"	the European Economic Area
"Group"	the Company and its subsidiaries

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"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"PRC"	the People's Republic of China
"Proposed Issue"	the proposed issue of the Senior Perpetual Capital Securities
	by the Company
"Securities Act"	the United States Securities Act of 1933, as amended
"Senior Perpetual Capital	the US$ denominated senior perpetual capital securities to be
Securities"	issued by the Company subject to the terms and conditions
	of the Subscription Agreement
"SGX-ST"	Singapore Exchange Securities Trading Limited
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscription Agreement"	the agreement proposed to be entered into by and among
	Credit Suisse, Deutsche Bank, UBS and the Company in
	relation to the Proposed Issue
"UBS"	UBS AG Hong Kong Branch
"UK"	the United Kingdom
"United States"	the United States of America
"U.S. Dollars" or "US$"	United States dollar(s), the lawful currency of the United
	States

By order of the board

KAISA GROUP HOLDINGS LTD.

Kwok Ying Shing

Chairman and Executive Director

Hong Kong, 23 September 2020

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. Zhang Yizhao, Mr. Rao Yong and Mr. Liu Xuesheng.

• For identification purposes only

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