Seazen Group Limited — Capital/Financing Update 2021

Jan 6, 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. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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.

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SEAZEN GROUP LIMITED 新城發展控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1030)

PROPOSED ISSUANCE OF SENIOR NOTES

The Company proposes to issue U.S. dollar denominated senior notes. The Notes will be guaranteed by the Subsidiary Guarantors. Pricing of the Notes, including the aggregate principal amount and the offer price and interest rate, will be determined through a book building exercise to be conducted by the joint global coordinators, the joint bookrunners and the joint lead managers. As at the date hereof, the amount, terms and conditions of the Proposed Notes Issue have yet to be determined. The Company currently intends to use the net proceeds of the Notes to repay certain of its offshore indebtedness.

Completion of the Proposed Notes Issue is subject to market conditions and investors’ interest.

The Notes have not been and will not be registered 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 and applicable state securities law. Accordingly, the Notes are being offered and sold by the Initial Purchasers only outside the United States in compliance with Regulation S under the Securities Act (“ Regulation S ”).

Approval in-principle has been received for the listing and quotation of the Notes on the SGXST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this announcement. Approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees (if any). No listing of the Notes has been sought in Hong Kong or on any other securities exchange.

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As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the time of this announcement, the Proposed Notes Issue may or may not materialize. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcements in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

THE PROPOSED NOTES ISSUE

Introduction

The Company proposes to issue U.S. dollar denominated senior notes. Pricing of the Notes, including the aggregate principal amount and the offer price and interest rate, will be determined through a book building exercise to be conducted by the joint global coordinators, the joint bookrunners and the joint lead managers. The Notes, if issued, will be repayable at maturity, unless earlier redeemed or repurchased pursuant to their terms. As at the date hereof, the amount, terms and conditions of the Proposed Notes Issue have yet to be determined. Upon finalization of the terms of the Notes, the joint global coordinators, the joint bookrunners and the joint lead managers and the Company, among others, expect to enter into the Purchase Agreement, pursuant to which the joint global coordinators, the joint bookrunners and the joint lead managers will be the initial purchasers of the Notes. Further announcement(s) in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

Completion of the Proposed Notes Issue is subject to market conditions and investors’ interest.

The Notes have not been and will not be registered 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 and applicable state securities law. Accordingly, the Notes are being offered and sold by the Initial Purchasers only outside the United States in compliance with Regulation S.

The Company currently intends to use the net proceeds of the Notes to repay certain of its offshore indebtedness.

Listing

Approval in-principle has been received for the listing and quotation of the Notes on the SGXST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this announcement. Approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees (if any). No listing of the Notes has been sought in Hong Kong or on any other securities exchange.

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GENERAL

As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the time of this announcement, the Proposed Notes Issue may or may not materialize. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement(s) in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

	As no binding agreement in relation to the Proposed Notes Issue has been entered into asat the time of this announcement, the Proposed Notes Issue may or may not materialize.Investors and shareholders of the Company are urged to exercise caution when dealing in thesecurities of the Company. Further announcement(s) in respect of the Proposed Notes Issuewill be made by the Company should the Purchase Agreement be signed.DEFINITIONS	As no binding agreement in relation to the Proposed Notes Issue has been entered into asat the time of this announcement, the Proposed Notes Issue may or may not materialize.Investors and shareholders of the Company are urged to exercise caution when dealing in thesecurities of the Company. Further announcement(s) in respect of the Proposed Notes Issuewill be made by the Company should the Purchase Agreement be signed.DEFINITIONS	As no binding agreement in relation to the Proposed Notes Issue has been entered into asat the time of this announcement, the Proposed Notes Issue may or may not materialize.Investors and shareholders of the Company are urged to exercise caution when dealing in thesecurities of the Company. Further announcement(s) in respect of the Proposed Notes Issuewill be made by the Company should the Purchase Agreement be signed.DEFINITIONS	As no binding agreement in relation to the Proposed Notes Issue has been entered into asat the time of this announcement, the Proposed Notes Issue may or may not materialize.Investors and shareholders of the Company are urged to exercise caution when dealing in thesecurities of the Company. Further announcement(s) in respect of the Proposed Notes Issuewill be made by the Company should the Purchase Agreement be signed.DEFINITIONS
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“Subsidiary Guarantees”

the guarantees provided by the Subsidiary Guarantors

“U.S.” or “United States”

the United States of America, its territories and possessions and all areas subject to its jurisdiction

By Order of the Board Seazen Group Limited WANG Xiaosong Chairman

Hong Kong, 6 January 2021

As at the date of this announcement, the Directors are Mr. Lv Xiaoping and Mr. Lu Zhongming as executive Directors, Mr. Wang Xiaosong, Mr. Qu Dejun and Mr. Zhang Shengman as nonexecutive Directors, and Mr. Chen Huakang, Mr. Zhu Zengjin and Mr. Zhong Wei as independent non-executive Directors.

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