Redsun Properties Group Limited — Capital/Financing Update 2021

Sep 13, 2021

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, sold or delivered in the United States except pursuant to an exemption from or a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Senior Notes are being offered and sold only outside the United States. 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. None of the Senior Notes will be offered to the public in Hong Kong and none of the Senior Notes will be placed to any connected persons of the Company.

Redsun Properties Group Limited 弘陽地產集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1996)

PROPOSED ISSUANCE OF SENIOR GREEN NOTES

The Company is pleased to announce that it proposes to conduct an international offering of the Senior Notes. Completion of the proposed issuance of the Senior Notes is subject to, among others, market conditions and investors’ interests. The pricing of the Senior Notes, including the aggregate principal amount, the offer price and interest rate will be determined through a book-building exercise to be conducted by the joint bookrunners and the joint lead managers in respect of the proposed issuance of the Senior Notes. Upon finalizing the terms of the Senior Notes, the Company, the Subsidiary Guarantors, the joint bookrunners and the joint lead managers in respect of the proposed issuance of the Senior Notes will enter into a purchase agreement in respect of the Senior Notes.

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

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Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Senior Notes by way of debt issue to professional investors only. A confirmation of the eligibility for the listing of the Senior Notes has been received from the Stock Exchange. Listing of the Senior Notes on the Stock Exchange is not to be taken as an indication of the merits of the Senior Notes or the Company.

As no binding agreement regarding the Senior Notes has been entered into as of the date of this announcement, the issuance of the Senior Notes may or may not materialize. Investors and shareholders of the Company are therefore urged to exercise caution when dealing in the securities of the Company.

Further announcements in respect of the Senior Notes will be made by the Company should the purchase agreement in respect of the Senior Notes be signed.

PROPOSED ISSUANCE OF SENIOR NOTES

Introduction

The Company is pleased to announce that it proposes to conduct an international offering of the Senior Notes. Completion of the proposed issuance of the Senior Notes is subject to, among others, market conditions and investors’ interests. The pricing of the Senior Notes, including the aggregate principal amount, the offer price and interest rate will be determined through a book-building exercise to be conducted by the joint bookrunners and the joint lead managers in respect of the proposed issuance of the Senior Notes. Upon finalizing the terms of the Senior Notes, the Company, the Subsidiary Guarantors, the joint bookrunners and the joint lead managers in respect of the proposed issuance of the Senior Notes will enter into a purchase agreement in respect of the Senior Notes.

The Senior Notes have not been, and will not be, registered under the Securities Act. The Senior Notes 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 Notes will be offered to the public in Hong Kong and none of the Senior Notes will be placed to any connected persons of the Company.

The Company intends to allocate an amount equal to the net proceeds of the Senior Notes to finance or refinance eligible green projects in accordance with its green financing framework.

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Use of Proceeds

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

Listing and Ratings

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Senior Notes by way of debt issue to professional investors only. A confirmation of the eligibility for the listing of the Senior Notes has been received from the Stock Exchange. Listing of the Senior Notes on the Stock Exchange is not to be taken as an indication of the merits of the Senior Notes or the Company.

The Senior Notes are expected to be rated ‘‘B+’’ by Fitch, ‘‘B3’’ by Moody’s and ‘‘BB’’ by Lianhe Global. The ratings do not constitute a recommendation to buy, sell or hold the Senior Notes and may be subject to suspension, reduction or withdrawal at any time by Fitch, Moody’s and Lianhe Global.

As no binding agreement regarding the Senior Notes has been entered into as of the date of this announcement, the issuance of the Senior Notes may or may not materialize. Investors and shareholders of the Company are therefore urged to exercise caution when dealing in the securities of the Company.

Further announcements in respect of the Senior Notes will be made by the Company should the purchase agreement in respect of the Senior Notes be signed.

DEFINITIONS

‘‘Board’’

the board of Directors

• ‘‘Company’’

  • Redsun Properties Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

• ‘‘connected persons’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Directors’’ the directors of the Company

• ‘‘Fitch’’

Fitch Ratings, Inc. and its affiliates

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Lianhe Global’’ Lianhe Ratings Global Limited and its successors

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‘‘Listing Rules’’

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

‘‘Moody’s’’

Moody’s Investors Services Inc. and its successors

‘‘Securities Act’’

the United States Securities Act of 1933, as amended

‘‘Senior Notes’’

the senior green notes proposed to be issued by the Company

‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

‘‘Subsidiary Guarantors’’

certain subsidiaries of the Company which will on the issue date of the Senior Notes provide guarantees to secure the Company’s obligations under the Senior Notes

On behalf of the Board Redsun Properties Group Limited Zeng Huansha Chairman

Hong Kong, 13 September 2021

As of the date of this announcement, the executive Directors are Mr. Zeng Huansha, Mr. Yuan Chun, Mr. Zeng Junkai and Mr. Lui Wai Pang; and the independent non-executive Directors are Mr. Lee Kwok Tung Louis, Mr. Leung Yau Wan John and Mr. Au Yeung Po Fung.

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