Kaisa Group Holdings Ltd. — Proxy Solicitation & Information Statement 2021

Oct 8, 2021

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 or registered institution in securities, 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 to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

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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)

DECLARATION AND PAYMENT OF INTERIM DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at 29th Floor, International Medical Centre, 22 Des Voeux Road Central, Hong Kong on Wednesday, 27 October 2021 at 11:00 a.m. is set out in this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the extraordinary general meeting and any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE EGM

Please see page 9 of this document for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the EGM, including:

• compulsory body temperature checks and health declarations

• recommended wearing of a surgical face mask for each attendee

• no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

8 October 2021

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Precautionary Measures for the Extraordinary General Meeting . . . . . . . . . . . . . .	9
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise.

• “Articles” the articles of association adopted by the Company, adopted on 22 November 2009, as amended from time to time

• “Board” the board of Directors

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

• “Director(s)” the director(s) of the Company

• “EGM” the extraordinary general meeting of the Company to be held at 29th Floor, International Medical Centre, 22 Des Voeux Road Central, Hong Kong on Wednesday, 27 October 2021 at 11:00 a.m., to consider and, if appropriate, to approve the declaration and payment of the Interim Dividend out of the Share Premium Account, or any adjournment thereof

• “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 People’s Republic of China

• “Interim Dividend” the proposed interim dividend of HK4 cents per Share as recommended by the Board

• “Latest Practicable Date” 6 October 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• “Listing Rules”

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

• “Record Date”

• Friday, 5 November 2021, the date for the determining of the entitlement to the Interim Dividend

• “Register of Members”

the register of members of the Company

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DEFINITIONS

“RMB” Renminbi, the lawful currency of the People’s Republic of China “Share(s)” the ordinary shares of par value of HK$0.1 each of the Company “Share Premium Account” the share premium account of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

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LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Kwok Ying Shing (Chairman) Mr. Sun Yuenan (Vice Chairman) Mr. Mai Fan Mr. Li Haiming Mr. Kwok Hiu Kwan

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Non-executive Directors: Ms. Chen Shaohuan

Independent Non-executive Directors: Mr. Rao Yong Mr. Zhang Yizhao Mr. Liu Xuesheng

Principal place of business in Hong Kong: 30/F, The Center 99 Queen’s Road Central Central Hong Kong

8 October 2021

To the Shareholders

Dear Sir or Madam,

DECLARATION AND PAYMENT OF INTERIM DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT

1. INTRODUCTION

As disclosed in the interim results announcement of the Company dated 25 August 2021 for the six months ended 30 June 2021, the Board recommended the payment of the Interim Dividend out of the Share Premium Account to the Shareholders whose names appear on the register of members of the Company at the close of business on the Record Date.

* For identification purpose only

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LETTER FROM THE BOARD

2. THE INTERIM DIVIDEND

The Interim Dividend is intended to be paid out of the Share Premium Account.

As at 30 June 2021, based on the unaudited consolidated financial statements of the Company, the amount standing at the credit of the Share Premium Account was RMB6,457,928,000 (approximately HK$7,776,888,000).

As at the Latest Practicable Date, the Company has 7,015,468,487 Shares in issue.

Assuming that there will be no change in the share capital of the Company from the Latest Practicable Date up to the Record Date, the Interim Dividend will be paid by way of the cancellation of approximately RMB233,026,000 (approximately HK$280,619,000) standing at the credit of the Share Premium Account. Following the payment of the Interim Dividend, RMB6,224,902,000 (approximately HK$7,496,269,000) will remain standing at the credit of the Share Premium Account.

Conditions of the payment of the Interim Dividend

The payment of the Interim Dividend is conditional upon the satisfaction of the following conditions:

• (i) the passing of an ordinary resolution by the Shareholders declaring and approving the payment of the Interim Dividend under Article 134 of the Articles; and

• (ii) the Directors being satisfied that there are no reasonable grounds for believing that the Company is, immediately following the date on which the Interim Dividend is paid, unable to pay its debts as they fall due in the ordinary course of business.

Subject to the fulfilment of the above conditions, it is expected that the Interim Dividend will be paid in cash on or about 17 December 2021 to those Shareholders whose names appear on the register of members of the Company at the close of business on the Record Date.

The conditions set out above cannot be waived. If any of the conditions set out above is not satisfied, the Interim Dividend will not be paid.

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LETTER FROM THE BOARD

Reasons for the payment of the Interim Dividend out of the Share Premium Account

Taking into account the cash flow and the financial conditions of the Company, the Board considers that the payment of the Interim Dividend is appropriate to recognise the Shareholders’ continuous support. The Directors also consider that it is unnecessary to maintain the Share Premium Account at its current level. Accordingly, the Board considers that the payment of the Interim Dividend out of the Share Premium Account is in the interest of the Shareholders and the Company as a whole.

The payment of the Interim Dividend will not involve any reduction in the authorised or issued share capital of the Company nor will it involve any reduction in the nominal value of the Shares or the trading arrangements of the Shares.

The payment of the Interim Dividend will not have any adverse effect on the underlying assets, liabilities, business operations, management or financial position of the Group.

3. PARTICULARS OF THE SCRIP DIVIDEND ARRANGEMENT

Subject to the conditions as set out in the section headed “Conditions of the payment of the Interim Dividend” being satisfied, a scrip dividend arrangement (the “ Scrip Dividend Arrangement ”) will be offered to the Shareholders.

Under the Scrip Dividend Arrangement, each Shareholder whose names appear on the Register of Members on the Record Date has the choice of receiving:

• (a) a cash dividend of HK4 cents for each Share held on the Record Date; or

• (b) a scrip dividend of new shares (the “ Scrip Shares ”) at the Issue Price (as defined in the paragraph headed “Basis of Allotment of the Scrip Shares” below), subject to any fractional entitlement being disregarded as mentioned below; or

• (c) a combination of partly in (a) and partly in (b) above.

The Scrip Shares issued in respect of the Interim Dividend will, when issued, rank pari passu in all respects with the existing issued Shares on the date of allotment and issue except that such Scrip Shares themselves will not entitled to the Interim Dividend.

Based on 7,015,468,487 Shares in issue as at the Latest Practicable Date, if no elections for the Scrip Shares were received, the total cash dividend payable by the Company in respect of the Interim Dividend would be approximately HK$280.6 million.

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LETTER FROM THE BOARD

Basis of Allotment of the Scrip Shares

For the purpose of calculating the number of Scrip Shares to be allotted to the Shareholders pursuant to the Scrip Dividend Arrangement, the issue price of the Scrip Shares (the “ Issue Price ”) is fixed at 95% of the average closing price of the Shares quoted on the Stock Exchange for the five consecutive trading days up to and including the Record Date. Accordingly, the number of Scrip Shares which each Shareholder will receive under the Scrip Dividend Arrangement will be calculated as follows:

Number of Scrip Shares Number of existing Shares to be received (round held on the Record Date HK$0.04 = x down to the nearest for which the election the Issue Price whole number) for Scrip Shares is made

The number of Scrip Shares to be received by each Shareholder pursuant to his/her election will be rounded down to the nearest whole number. No Shareholder will be entitled to be issued any fraction of a Share under the Scrip Dividend Arrangement.

If Shareholders elect to receive the maximum number of Scrip Shares in lieu of their cash dividend, a residual dividend entitlement may arise, representing the difference between the total cash equivalent of the Scrip Shares based on the Issue Price to be issued to them and the maximum dividend available in respect of their shareholdings. Fractional entitlements to Scrip Shares will be disregarded and the benefit thereof will accrue to the Company.

Scrip Shares issued to a Shareholder pursuant to an election to receive some or all of his/her Interim Dividend in Scrip Shares may be allocated in odd lots (of fewer than a board lot of 1,000 Shares). No special dealing arrangements will be put in place by the Company to facilitate the trading or disposal of Scrip Shares issued in odd lots. Shareholders should be aware that odd lots usually trade at a discount to the price of board lots.

General

Further details of the Scrip Dividend Arrangement (including the Issue Price) will be set out in a circular which will be sent to the Shareholders on or about 18 November 2021, together with an election form (the “ Election Form ”).

Shareholders who wish to elect to receive the whole of the Interim Dividend in Scrip Shares, or partly in cash and partly in Scrip Shares, must COMPLETE, SIGN and RETURN the Election Form to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (the “ Share Registrar ”) of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 3 December 2021.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, there was one Shareholder registered address located in the British Virgin Islands (the “ BVI ”) as appeared on the register of members of the Company (the “ Overseas Shareholders ”). The Directors have been advised by the local counsel that there are no restrictions or requirements on extending the Scrip Dividend Arrangement to the Overseas Shareholders. Accordingly, as at the date of this announcement the Scrip Dividend Arrangement will be extended to the Overseas Shareholders.

Listing

Application will be made to the Listing Committee of the Stock Exchange for the grant of listing of, and permission to deal in, the Scrip Shares. Subject to the approval being granted by the Stock Exchange, it is expected that cheques for cash entitlements and/or share certificates for Scrip Shares will be despatched to the Shareholders by ordinary mail at their own risk on 17 December 2021.

Dealings in the Scrip Shares on the Stock Exchange are expected to commence at 9:00 a.m. on 20 December 2021.

4. CLOSURE OF REGISTER OF MEMBERS

(i) For determining the Shareholders who qualify for the Interim Dividend

For the purpose of determining the Shareholders who qualify for the Interim Dividend, the register of members of the Company will be closed from Wednesday, 3 November 2021 to Friday, 5 November 2021, both days inclusive.

In order to qualify for the Interim Dividend, all transfer documents should be lodged for registration with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 2 November 2021.

(ii) For determining the identity of the Shareholders who are entitled to attend the EGM

For the determining the identity of the Shareholders who are entitled to attend the EGM, the register of members of the Company will be closed from Friday, 22 October 2021 to Wednesday, 27 October 2021, both days inclusive.

In order to be eligible to attend the EGM, all transfer documents should be lodged for registration with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 21 October 2021.

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LETTER FROM THE BOARD

5. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information relating to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular, the omission of which would make any statement in this circular incorrect or misleading.

6. THE EGM

The EGM will be held at 29th Floor, International Medical Centre, 22 Des Voeux Road Central, Hong Kong on Wednesday, 27 October 2021 at 11:00 a.m., to consider and, if appropriate, to approve the declaration and payment of the Interim Dividend out of the Share Premium Account. The notice of the EGM is set out on pages 10 to 11 of this circular.

Pursuant to the requirements of the Listing Rules, all votes of the Shareholders at the EGM will be taken by poll.

A form of proxy for the EGM is enclosed herewith. Whether or not you intend to attend and vote at the EGM in person or not, you are requested to complete the form of proxy and return the completed form of proxy 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 possible, and in any event no later than 48 hours before the time appointed for holding the EGM or adjourned meeting (as the case may be). Completion of a form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting (as the case may be) thereof in person should you so wish.

7. RECOMMENDATION

The Directors consider that the declaration and payment of the Interim Dividend out of the Share Premium Account is in the interest of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

By Order of the Board KAISA GROUP HOLDINGS LTD. Kwok Ying Shing

Chairman and Executive Director

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PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

The health of our Shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the EGM to protect attending Shareholders, staff and stakeholders from the risk of infection:

• (i) Compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.

• (ii) The Company encourages each attendee to wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.

• (iii) No refreshment will be served, and there will be no corporate gift.

• (iv) Each attendee may be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the EGM; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue.

In addition, the Company reminds all Shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this document.

If any Shareholder has any question relating to the meeting, please contact Computershare Hong Kong Investor Services Limited, the Company’s share registrar as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre 183 Queen’s Road East, Wanchai, Hong Kong Email: www.computershare.com/hk/contact Tel: 2862 8555 Fax: 2865 0990

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 IS HEREBY GIVEN that an extraordinary general meeting of Kaisa Group Holdings Ltd. will be held at 29th Floor, International Medical Centre, 22 Des Voeux Road Central, Hong Kong on Wednesday, 27 October 2021 at 11:00 a.m., for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

Capitalised terms used in this notice have the same meanings as that defined in the circular of the Company dated 8 October 2021.

“ THAT :

• (a) the declaration and payment of the Interim Dividend out of the Share Premium Account is hereby approved, confirmed and ratified; and

• (b) any Director be and is hereby authorised to take such action, do such things and execute such further documents as the director may at his absolute discretion consider necessary or desirable for the purpose of or in connection with the payment of the Interim Dividend.”

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

Hong Kong, 8 October 2021

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Any Shareholder 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 EGM 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 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. For the purpose of determining shareholders who qualify for the Interim Dividend, the register of members of the Company will be closed from Wednesday, 3 November 2021 to Friday, 5 November 2021, both days inclusive.

As at the date of this notice, 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.

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