Kaisa Group Holdings Ltd. — Proxy Solicitation & Information Statement 2012

Apr 19, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kaisa Group Holdings Ltd. 佳兆業集團控股有限公 司*, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer 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 circular, 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 circular.

==> picture [45 x 40] intentionally omitted <==

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)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice of the Annual General Meeting to be held at Harbour View Ballroom I, Level 4, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Wednesday, 23 May 2012 at 10:30 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular.

Whether or not you intend to attend and vote at the Annual General Meeting in person, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Service Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event no later than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

Hong Kong, 20 April, 2012

* For identification purpose only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I — DETAILS OF THE DIRECTORS TO BE RE-ELECTED . . . . .	8
APPENDIX II — EXPLANATORY STATEMENT FOR THE
REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

• “Annual General Meeting”

• the annual general meeting of the Company to be held at Harbour View Ballroom I, Level 4, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Wednesday, 23 May 2012 at 10:30 a.m., or any adjournment thereof

• “Articles”

• the articles of association of the Company as amended from time to time

• “associate(s)” has the same meaning as ascribed to it under the Listing Rules

• “Board” the board of Directors

• “Companies Law”

• the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (as amended, supplemented or otherwise modified from time to time)

• “Company”

• Kaisa Group Holdings Ltd. (佳兆業集團控股有限公司)*, an exempted company incorporated in the Cayman Islands with limited liability, and the Shares of which are listed on the main board of the Stock Exchange

• “connected person(s)”

• has the same meaning as ascribed to it under the Listing Rules

• “Da Chang”

• Da Chang Investment Company Limited (大昌投資有 限公司), an investment holding company incorporated in the British Virgin Islands on 23 July 2007 and a Shareholder

• “Da Feng”

• Da Feng Investment Company Limited (大豐投資有限 公司), an investment holding company incorporated in the British Virgin Islands on 23 July 2007 and a Shareholder

• “Da Zheng”

Da Zheng Investment Company Limited (大正投資有 限公司), an investment holding company incorporated in the British Virgin Islands on 23 July 2007 and a Shareholder

* For identification purpose only

– 1 –

DEFINITIONS

“Directors”

the directors of the Company

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Issue Mandate”

• the general and unconditional mandate to allot and issue new Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the ordinary resolutions in relation thereto

• “Kwok Family” or “Founding Shareholders”

• Mr. Kwok Ying Shing, Mr. Kwok Chun Wai and Mr. Kwok Ying Chi

• “Kwok Family Trust”

• a discretionary family trust established by the Founding Shareholders, the beneficiaries of which include the Founding Shareholders and their immediate family members

• “Latest Practicable Date”

• 13 April 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Memorandum”

• the memorandum of association of the Company as amended from time to time

• “PRC”

• the People’s Republic of China, and except where the context otherwise requires and only for the purpose of this circular, references to the PRC exclude Hong Kong, the Macau Special Administrative Region and Taiwan

• “Repurchase Mandate”

• the general and unconditional mandate to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the ordinary resolutions in relation thereto

– 2 –

DEFINITIONS

“Senior Notes”	the USD350,000,000 in aggregate principal amount of
	13.5% senior notes due 2015 issued by the Company
	on 28 April 2010 and constituted by the indenture
	dated 28 April 2010 (as supplemented, amended,
	novated or replaced from time to time)
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong) as amended from time to
	time
“Shareholder(s)”	the holder(s) of the Share(s)
“Share(s)”	the ordinary share(s) with a par value of HK$0.10
	each in the share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Codes on Takeovers and Mergers and Share
	Repurchases
“%”	per cent

– 3 –

LETTER FROM THE BOARD

==> picture [45 x 41] intentionally omitted <==

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)

Executive Directors: Mr. Kwok Ying Shing (Chairman) Mr. Kwok Ying Chi Mr. Sun Yuenan Dr. Tam Lai Ling Mr. Chen Gengxian Mr. Han Zhenjie Mr. Jin Zhigang

Independent non-executive Directors: Mr. Rao Yong Mr. Zhang Yizhao Mr. Fok Hei Yu

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands Principal place of business in Hong Kong: Suite 2001, 20th Floor Two International Finance Centre 8 Finance Street Central Hong Kong 20 April 2012

To the Shareholders

Dear Sir/Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to (i) the granting to the Directors the Repurchase Mandate; (ii) the granting to the Directors the Issue Mandate; (iii) the extension of the Issue Mandate to include Shares repurchased pursuant to the Repurchase Mandate; and (iv) the re-election of the retiring Directors.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to grant to the Directors the Repurchase Mandate to exercise all powers of the Company to repurchase issued Shares in the share capital of the Company subject to the criteria set out in this circular. In particular, Shareholders should note that the maximum number of shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolutions. The Repurchase Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or the Articles, and the date upon which such authority is revoked or varied by an ordinary resolution of the Company at a general meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement which is set out in Appendix II to this circular.

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to grant to the Directors the Issue Mandate to allot and issue new Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolutions in relation thereto. Subject to the passing of the ordinary resolution granting the Issue Mandate and on the basis of 4,905,390,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares are issued or repurchased or cancelled prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue 981,078,000 Shares, being 20% of the issued share capital of the Company as at the date of passing of the resolution to approve the Issue Mandate. The Issue Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or the Articles, and the date upon which such authority is revoked or varied by an ordinary resolution of the Company at a general meeting.

Subject to the passing of the aforesaid ordinary resolutions in relation to the Repurchase Mandate and the Issue Mandate, an ordinary resolution will also be proposed to authorise the Directors to extend the Issue Mandate so as to issue and allot Shares in an amount not exceeding the aggregate nominal amount of the Shares repurchased by the Company pursuant to the Repurchase Mandate.

– 5 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

According to Article 84(1) of the Articles of Association, each of Mr. Sun Yuenan, Dr. Tam Lai Ling and Mr. Zhang Yizhao shall retire from the office by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election at the Annual General Meeting. In accordance with Article 83(3) of the Articles of Association, Mr. Jin Zhigang will hold office until the Annual General Meeting and, being eligible, offers himself for re-election at the Annual General Meeting. Details of the above Directors required to be disclosed under Rule 13.51(2) of the Listing Rules are set out in Appendix I to this circular.

At the Annual General Meeting, ordinary resolutions will be proposed to re-elect Mr. Sun Yuenan, Dr. Tam Lai Ling and Mr. Jin Zhigang as executive Directors and Mr. Zhang Yizhao as an independent non-executive Director.

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out on pages 15 to 19 of this circular.

Pursuant to the requirements of the Listing Rules, all votes to be taken at the Annual General Meeting will be by poll.

A form of proxy for the Annual General Meeting is enclosed herewith. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as practicable but in any event no later than 48 hours before the time appointed for holding the Annual General Meeting. Completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof in person should you so wish.

RECOMMENDATION

The Directors consider that the re-election of retiring Directors, the proposed granting of the Repurchase Mandate and the Issue Mandate to the Directors and the extension of the Issue Mandate are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

– 6 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, By order of the Board KAISA GROUP HOLDINGS LTD. Mr. Kwok Ying Shing Chairman and executive Director

– 7 –

APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

EXECUTIVE DIRECTORS

SUN Yuenan (孫越南)

Mr. Sun, aged 48, is our Vice Chairman and was appointed as an executive Director on 17 November 2009. He has been a Vice Chairman of the Group since September 2009. Mr. Sun is primarily responsible for investment and management of the Group’s commercial real estate business. Mr. Sun joined us in July 2001 as chief administrative director of Kaisa Property (Shenzhen) Co., Ltd. and has held various positions within our Group, including senior vice president of our Group, deputy general manager of Kaisa Property (Shenzhen) Co., Ltd. and general manager of Guangzhou Jinmao Property. Mr. Sun has extensive regulatory and business administration experience in the real estate industry. From 1993 to 2001, Mr. Sun served in various positions, including deputy chief of administrative office, deputy chief of legal division and deputy chief of personnel division, in Hengyang Municipal Bureau of Land Resources, which oversaw land resources in the city of Hengyang, Hunan Province. Mr. Sun received a bachelor’s degree in law from the Correspondence Institute of the Academy of the Central Committee of the Communist Party of China in December 2001.

As at the Latest Practicable Date, Mr. Sun had share options granted by the Company to subscribe for 13,000,000 Shares, representing approximately 0.27% of the issued capital of the Company. Save as disclosed above, Mr. Sun was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Sun has entered into a service contract as executive Director with the Company for a term of three years commencing from 9 December 2009 unless and until terminated by not less than three months’ notice in writing served by either party on the other. Under the service contract, Mr. Sun’s emolument recorded in 2011 was approximately RMB4,842,000, including salaries and other benefits, retirement benefits scheme contribution and equity-settled share-based expenses (of approximately RMB3,292,000), with reference to his experience, performance and the prevailing market conditions. Apart from being an executive Director as disclosed above, Mr. Sun has not held or did not hold any other directorship in listed public companies in the last three years.

Save as disclosed above, Mr. Sun does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

– 8 –

APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

TAM Lai Ling (譚禮寧)

Dr. Tam, aged 48, is our Vice Chairman and was appointed as an executive Director on 8 March 2010. Dr. Tam is primarily responsible for formulation of investment and financing strategies of the Group. He was an executive director and the chief financial officer of one of the leading property developers in the People’s Republic of China prior to joining the Group. From December 2007 to November 2008, Dr. Tam was an executive director of SPG Land (Holdings) Limited where he was responsible for the corporate finance activities and investor relations of the company. From April 2005 to November 2007, Dr. Tam was the deputy managing director and the chief financial officer of Hopson Development Holdings Ltd., where he was responsible for formulating the financing strategy of that company, as well as the execution of the financing strategy. Dr. Tam also served as an independent non-executive director of Tsingtao Brewery Company Limited. From March 1998 to April 2005, Dr. Tam worked for ICEA Capital Limited. He was appointed as its managing director (investment banking division) in May 2002. During his employment with ICEA Capital Limited, Dr. Tam executed a wide variety of corporate finance transactions, including mergers and acquisitions, and debt and equity financings. Prior to that, Dr. Tam also worked for major international investment banks in the area of corporate finance, and a multi-national oil company in the area of business development. Dr. Tam received his bachelor’s degree in science from the University College London, University of London, and a Ph.D. from the University of Cambridge. He is also a Chartered Financial Analyst.

As at the Latest Practicable Date, Dr. Tam had share options granted by the Company to subscribe for 40,000,000 Shares, representing approximately 0.82% of the issued capital of the Company. Save as disclosed above, Dr. Tam was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Dr. Tam has entered into a service contract as executive Director with the Company for a term of three years commencing from 8 March 2010 unless and until terminated by not less than three months’ notice in writing served by either party on the other. Under the service contract, Dr. Tam’s emolument recorded in 2011 was approximately RMB11,835,000, including salaries and other benefits, retirement benefits scheme contribution and equity-settled share-based expenses (of approximately RMB8,446,000), with reference to his experience, performance and the prevailing market conditions. Apart from being an executive Director as disclosed above, Dr. Tam has not held or did not hold any other directorship in listed public companies in the last three years.

Save as disclosed above, Dr. Tam does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

– 9 –

APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

JIN Zhigang (金志剛)

Mr. Jin, aged 35, is our chief executive officer and was appointed as an executive Director on 8 February 2012. He is primarily responsible for our operation management. Mr. Jin joined us in 2004 as sales and marketing director. From December 2002 to December 2004, Mr. Jin held various positions, including general manager of Sales Center in Shenzhen Large Industrial Corporation Limited. During the period from July 1999 to November 2002, he served in China Overseas Construction (Shenzhen) Co., Ltd as sales manager. Mr. Jin graduated from Department of International Economics and International Trade, School of Economics, Peking University and obtained a bachelor’s degree in economics.

As at the Latest Practicable Date, Mr. Jin had share options granted by the Company to subscribe for 6,400,000 Shares, representing approximately 0.13% of the issued capital of the Company. Save as disclosed above, Mr. Jin was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Jin has entered into a service contract as executive Director with the Company for a term of three years commencing from 8 February 2012 unless and until terminated by not less than three months’ notice in writing served by either party on the other. Under the service contract, Mr. Jin’s emolument recorded in 2011 was approximately RMB2,906,001, including salaries and other benefits, retirement benefits scheme contribution and equity-settled share-based expenses (of approximately RMB1,358,414), with reference to his experience, performance and the prevailing market conditions. Apart from being an executive Director as disclosed above, Mr. Jin has not held or did not hold any other directorship in listed public companies in the last three years.

Save as disclosed above, Mr. Jin does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

– 10 –

APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

INDEPENDENT NON-EXECUTIVE DIRECTOR

ZHANG Yizhao (張儀昭)

Mr. Zhang, aged 41, is an independent non-executive Director of our Company. He was appointed as our independent non-executive Director on 17 November 2009. Mr. Zhang is currently assisting some Chinese companies for their preparation of oversea listing, and an independent non-executive director of China Green Agriculture Inc. (NYSE Amex: CGA), China Education Alliance, Inc. (OTC QX: CEAI) and China Carbon Graphite Group (OTC BB: CHGI) respectively. Mr. Zhang has over 16 years of experience in accounting and internal control, corporate finance, and portfolio management. Previously, Mr. Zhang held senior positions in Universal Travel Group (NYSE: UTA) Energroups Holdings Corporation (OTC BB: ENHD), Shengtai Pharmaceutical Inc. (OTC BB: SGTI), Chinawe Asset Management Corporation (OTC BB: CHWE), China Natural Resources Incorporation (NASDAQ CM: CHNR) and Kasen International Holdings Limited (HK Stock Code: 0496). Mr. Zhang also had experiences in portfolio management and asset trading in Guangdong South Financial Services Corporation from 1993 to 1999. He is a certified public accountant of the state of Delaware, the United States, and a member of the American Certified Accountants (AICPA). Mr. Zhang graduated with a bachelor’s degree in economics from Fudan University, Shanghai in 1992 and received an MBA degree with financial analysis and accounting concentrations from the State University of New York at Buffalo, United States in 2003.

As at the Latest Practicable Date, Mr. Zhang had share options granted by the Company to subscribe for 1,000,000 Shares, representing approximately 0.02% of the issued capital of the Company. Save as disclosed above, Mr. Zhang was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

The term of the appointment letter for Mr. Zhang as an independent non-executive Director is one year from 9 December 2009. The amount, including equity-settled share-based expenses (of approximately RMB269,000), paid by the Company to Mr. Zhang in consideration of his service to the Group in 2011 was approximately RMB517,000. Apart from being an independent non-executive Director as disclosed above, Mr. Zhang has not held or did not hold any other directorship in listed public companies in the last three years.

Save as disclosed above, Mr. Zhang does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements set out in Rules 13.51(2) of the Listing Rules in respect of each of Mr. Sun Yuenan, Dr. Tam Lai Ling, Mr. Jin Zhigang and Mr. Zhang Yizhao and there are no other matters that need to be brought to the attention of the Shareholders in relation to their rotation and re-election.

– 11 –

APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(l)(b) and other relevant provisions of the Listing Rules which are set out as follows:

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,905,390,000 Shares.

Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased or cancelled prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 490,539,000 Shares, being 10% of the entire issued share capital of the Company.

2. REASONS FOR SHARES REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might consider it appropriate to repurchase Shares, they believe that an ability to do so will give the Company additional flexibility that is beneficial to the Company and its Shareholders as a whole as such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders can be assured that the Directors will only make such purchases in circumstances where they consider them to be in the best interests of the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum and the Articles and the laws of the Cayman Islands. Any repurchase of Shares will be made out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purpose of the purchase or, if authorized by the Articles and subject to the Companies Law, out of capital and, in the case of any premium payable on the purchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles and subject to the Companies Law, out of capital. In accordance with the laws of the Cayman Islands, the shares so repurchased would be treated as cancelled.

– 12 –

APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

The Directors consider that the exercise of the Repurchase Mandate in full will not have a material adverse impact on the working capital or gearing level of the Company (as compared with the Company’s financial position as at 31 December 2011 disclosed in its latest published audited accounts for the year ended 31 December 2011). However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level (as compared with the Company’s financial position as at 31 December 2011 disclosed in its latest published audited accounts for the year ended 31 December 2011) which in the opinion of the Directors are from time to time appropriate for the Company.

4. MARKET PRICES OF SHARE

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months immediately preceding the Latest Practicable Date were as follows:

	Price Per Share
	Highest	Lowest
	HK$	HK$
2011
April	3.18	2.67
May	3.50	2.71
June	3.08	2.67
July	2.95	2.73
August	2.86	2.26
September	2.89	1.71
October	1.89	1.31
November	1.69	1.29
December	1.62	1.32
2012
January	1.68	1.33
February	1.94	1.52
March	1.84	1.54
April (up to and including the Latest
Practicable Date)	1.67	1.56

– 13 –

APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Memorandum and the Articles and the laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their associates have any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

No connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, nor have undertaken not to do so, in the event that the Repurchase Mandate is granted by the Shareholders.

6. TAKEOVERS CODE AND THE PUBLIC FLOAT REQUIREMENT

If a Shareholder’s proportionate interest in the voting capital of the Company increases as a result of a share repurchase, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a general offer for Shares under Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Company, Da Chang, Da Feng and Da Zheng (the entire issued share capital of each of these companies is held by Chang Yu Investment Company Limited) beneficially interested in an aggregate of approximately 62.35% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the aggregate percentage shareholdings of Da Chang, Da Feng and Da Zheng and their associates will increase to approximately 69.28%. Accordingly, such increase will not trigger any mandatory offer obligation under Rules 26 and 32 of the Takeovers Code.

The Directors do not intend to exercise the Repurchase Mandate to such an extent that the Company cannot satisfy its minimum requirement for public float under the Listing Rules.

7. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares on the Stock Exchange in the previous 6 months immediately preceding the Latest Practicable Date.

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [45 x 41] intentionally omitted <==

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)

NOTICE IS HEREBY GIVEN that the annual general meeting of KAISA GROUP HOLDINGS LTD. (the “ Company ”) will be held at Harbour View Ballroom I, Level 4, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Wednesday, 23 May 2012 at 10:30 a.m., for the purposes of considering and, if thought fit, passing the following resolutions (with or without modifications):

As Ordinary Business

1. To receive, consider and adopt the report of the directors of the Company (the “ Directors ”), the audited consolidated financial statements and the independent auditor’s report for the year ended 31 December 2011.

2. To re-elect Mr. Sun Yuenan, a retiring Director, as an executive Director.

3. To re-elect Dr. Tam Lai Ling, a retiring Director, as an executive Director.

4. To re-elect Mr. Jin Zhigang, a retiring Director, as an executive Director.

5. To re-elect Mr. Zhang Yizhao, a retiring Director, as an independent non-executive Director.

6. To authorise the board of directors of the Company (the “ Board ”) to fix the remuneration of the Directors.

7. To re-appoint the auditors of the Company (the “ Auditors ”) and to authorise the Board to fix the remuneration of the Auditors.

As Special Business

To consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

1. “ THAT :

   • (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the

2. For identification purpose only

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

powers of the Company to purchase issued shares of HK$0.10 each in the capital of the Company subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the directors;

• (c) the aggregate nominal amount of the shares which are authorised to be purchased by the directors of the Company pursuant to the approval in paragraph (a) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

  - (i) the conclusion of the next annual general meeting of the Company;

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Company’s articles of association to be held; or

  - (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company at a general meeting.”

1. “ THAT :

2. (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval granted in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), or (ii) the exercise of options under any share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue to the grantees as specified in such scheme or similar arrangement of shares or rights to acquire shares of the Company, or (iii) an issue of shares upon the exercise of the subscription of conversion rights under the terms of any warrants, bonds, notes or other securities of the Company which are convertible into Shares of the Company or carry rights to subscribe for shares of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Company’s articles of association to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company at a general meeting; and

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

“ Rights Issue ” means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).”

1. “ THAT conditional upon the passing of the resolutions nos. 8 and 9 as set out in the notice convening the meeting of which these resolutions form part (the “ Notice ”), the general mandate granted to the directors of the Company pursuant to the resolution no. 9 as set out in the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company purchased by the Company under the authority granted pursuant to the resolution no. 8 as set out in the Notice, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”

By Order of the Board KAISA GROUP HOLDINGS LTD. Mr. Kwok Ying Shing Chairman and executive Director

Hong Kong, 20 April 2012

Notes:

• (1) Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on behalf of him. A proxy need not be a shareholder of the Company.

• (2) A form of proxy for the annual general meeting is enclosed. In order to be valid, a form of proxy, together with the power of attorney or other authority (if any), under which the form is signed must be deposited at the Company’s branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

• (3) Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the meeting or any adjourned meeting or upon the poll concerned if the shareholders of the Company so wish. In such event, the instrument appointing the proxy shall be deemed to be revoked.

• (4) The register of members of the Company will be closed from Friday, 18 May 2012 to Wednesday, 23 May 2012, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the annual general meeting, all transfers of shares, accompanied by the relevant share certificates and appropriate transfer forms, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 17 May 2012.

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

• (5) The Chinese language translation of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the executive Directors are Mr. Kwok Ying Shing, Mr. Kwok Ying Chi, Mr. Sun Yuenan, Dr. Tam Lai Ling, Mr. Chen Gengxian, Mr. Han Zhenjie and Mr. Jin Zhigang, and the independent non-executive Directors are Mr. Rao Yong, Mr. Zhang Yizhao and Mr. Fok Hei Yu.

– 19 –