Kaisa Group Holdings Ltd. — Proxy Solicitation & Information Statement 2017

May 23, 2017

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.

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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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) 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 Monday, 12 June 2017 at 10:00 a.m., for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions (with or without modifications):

ORDINARY RESOLUTIONS

“ THAT

• (a) the issue by the Company of convertible bonds (the “ Exchange Convertible Bonds ”) in an aggregate principal amount equal to (i) the outstanding principal amount of the USD denominated variable rate mandatorily exchangeable bonds due 31 December 2019 issued by the Company on 21 July 2016 as at the date of these resolutions (including any payment-in-kind interest accruing thereon during the period from and including 21 July 2016 and up to and including the date of these resolutions which may be capitalised and added to the principal amount of the Exchange Convertible Bonds) and (ii) any payment-in-kind interest in respect of the Exchange Convertible Bonds accruing from the date of these resolutions until 31 December 2019 which may be capitalised and added to the then current outstanding principal amount of the Exchange Convertible Bonds, the performance of all the transactions contemplated thereunder (including, without limitation, the issue and allotment of ordinary shares of par value of HK$0.1 each of the Company (the “ Conversion Shares ”) upon exercise of the conversion rights attached to the Exchange Convertible Bonds) and all other matters of and incidental thereto or in connection therewith be and are hereby generally and unconditionally approved;

• For identification purposes only

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• (b) the allotment and issuance of such number of Conversion Shares as may fall to be allotted and issued upon exercise of the conversion rights attached to the Exchange Convertible Bonds in accordance with the terms and conditions of the Exchange Convertible Bonds at an initial conversion price of HK$2.34 (subject to adjustment) per share of the Company be and are hereby approved; and

• (c) any one or more of the directors of the Company (the “ Directors ”) be and is/are hereby authorised to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the terms of, or the transactions contemplated by, the Exchange Convertible Bonds and all documents and deeds in connection therewith and to agree to such variation, amendments or waiver or matters relating thereto as are, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole.”

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

Hong Kong, 24 May 2017

Notes:

1. Every member entitled to attend and vote at the EGM is entitled to appoint one or more persons as their proxy to attend and vote on behalf of themselves. A proxy need not be a member of the Company.

2. To be valid, a form of proxy, together with the power of attorney or other document of authority, if any, under which the form is signed, or a certified copy thereof, must be deposited with Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be).

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 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 Wednesday, 7 June 2017 to Monday, 12 June 2017, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, 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 Tuesday, 6 June 2017.

As at the date of this notice, the executive Directors are Mr. Kwok Ying Shing, Mr. Sun Yuenan, Mr. Zheng Yi and Mr. Yu Jianqing; the non-executive Director is Ms. Chen Shaohuan; and the independent non-executive Directors are Mr. Zhang Yizhao, Mr. Rao Yong and Mr. Liu Xuehseng.

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