Zhenro Properties Group Limited — Capital/Financing Update 2018

Jun 20, 2018

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 or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. 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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Zhenro Properties Group Limited 正榮地產集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6158)

PROPOSED ISSUE OF SENIOR NOTES

The Board announces that the Company proposes to conduct an international offering of guaranteed U.S. Dollar denominated senior fixed rate notes.

Completion of the Proposed Notes Issue is subject to, among others, market conditions and investors’ interest. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. As at the date of this announcement, the principal amount, the interest rate, the payment date and certain other terms and conditions of the Proposed Notes Issue are yet to be finalised. Upon finalising the terms of the Notes, it is expected that CCB International, Guotai Junan International, Haitong International, UBS, CEB International, China Industrial Securities International, China CITIC Bank International, Deutsche Bank, Standard Chartered Bank, the Subsidiary Guarantors and the Company, will enter into the Purchase Agreement. The Company intends to use the net proceeds of the Proposed Notes Issue for refinancing its existing indebtedness. The Company may adjust its plans in response to changing market conditions and thus, reallocate the use of the net proceeds.

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The Company will seek a listing of the Notes on the Stock Exchange. A confirmation of the eligibility for the listing of the Notes has been received from the Stock Exchange. Admission of the Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes.

The Notes and the Subsidiary Guarantees have not been, and will not be, registered under the Securities Act. The Notes and the Subsidiary Guarantees 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 Notes and the Subsidiary Guarantees will be offered to the public in Hong Kong.

As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. A further announcement 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 Board announces that the Company proposes to conduct an international offering of guaranteed U.S. Dollar denominated senior fixed rate notes.

Completion of the Proposed Notes Issue is subject to, among others, market conditions and investors’ interest. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. As at the date of this announcement, the principal amount, the interest rate, the payment date and certain other terms and conditions of the Proposed Notes Issue are yet to be finalised. Upon finalising the terms of the Notes, it is expected that CCB International, Guotai Junan International, Haitong International, UBS, CEB International, China Industrial Securities International, China CITIC Bank International, Deutsche Bank, Standard Chartered Bank, the Subsidiary Guarantors and the Company, will enter into the Purchase Agreement. The Company will make a further announcement in respect of the Proposed Notes Issue upon the signing of the Purchase Agreement.

The Notes and the Subsidiary Guarantees have not been, and will not be, registered under the Securities Act. The Notes and the Subsidiary Guarantees 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 Notes and the Subsidiary Guarantees will be offered to the public in Hong Kong.

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Proposed use of proceeds

The Company intends to use the net proceeds of the Proposed Notes Issue for refinancing its existing indebtedness. The Company may adjust its plans in response to changing market conditions and, thus reallocate the use of the net proceeds.

Listing

The Company will seek a listing of the Notes on the Stock Exchange. A confirmation of the eligibility for the listing of the Notes has been received from the Stock Exchange. Admission of the Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes.

GENERAL

As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. A further announcement 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 shall have the meanings set forth below unless the context requires otherwise:

“Board” The board of Directors “CCB International” CCB International Capital Limited “CEB International” CEB International Capital Corporation Limited “China CITIC Bank China CITIC Bank International Limited International”

“China Industrial China Industrial Securities International Brokerage Securities Limited International”

“Company” Zhenro 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

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“Deutsche Bank” Deutsche Bank AG, Hong Kong Branch

“Directors” the directors of the Company

• “Group” the Company and its subsidiaries

• “Guotai Junan Guotai Junan Securities (Hong Kong) Limited International”

• “Haitong International” Haitong International Securities Company Limited

• “Notes”

• the guaranteed U.S. Dollar denominated senior fixed rate notes to be issued by the Company

• “PRC”

• the People’s Republic of China, excluding Hong Kong, Macau Special Administrative Region and Taiwan for the purpose of this announcement

• “Proposed Notes Issue”

• the proposed issue of the Notes by the Company

• “Purchase Agreement”

the agreement proposed to be entered into by and among CCB International, Guotai Junan International, Haitong International, UBS, CEB International, China Industrial Securities International, China CITIC Bank International, Deutsche Bank, Standard Chartered Bank, the Company and the Subsidiary Guarantors in relation to the Proposed Notes Issue

• “Securities Act”

• the United States Securities Act of 1933, as amended

• “Standard Chartered Bank”

Standard Chartered Bank

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Subsidiary Guarantees”

• the guarantees provided by the Subsidiary Guarantors in respect of the Notes

• “Subsidiary Guarantors”

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

• “UBS” UBS AG Hong Kong Branch

• “United States” the United States of America

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“U.S. Dollars” or

“US$”

United States dollar(s), the lawful currency of the United States

By order of the board Zhenro Properties Group Limited Huang Xianzhi Chairman

Hong Kong, 20 June 2018

As at the date of this announcement, the executive directors of the Company are Mr. Huang Xianzhi, Mr. Lin Zhaoyang and Mr Wang Benlong, the non-executive directors of the Company are Mr. Ou Guoqiang and Mr. Ou Guowei, and the independent non-executive directors of the Company are Mr. Loke Yu (alias Loke Hoi Lam), Mr. Shen Guoquan and Mr. Wang Chuanxu.

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