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Zhenro Properties Group Limited Capital/Financing Update 2018

Feb 7, 2018

50983_rns_2018-02-07_dee78eab-367a-4b8a-9174-3162afcbfd23.pdf

Capital/Financing Update

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Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the prospectus dated December 28, 2017 (the “ Prospectus ”) issued by Zhenro Properties Group Limited (the “ Company ”).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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 is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for the shares or other securities of the Company. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering before deciding whether or not to invest in the Offer Shares.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or any other jurisdiction. The Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended from time to time) (the “ U.S. Securities Act ”) or any state securities laws of the United States and may not be offered or sold in the United States absent registration under the U.S. Securities Act or except pursuant to an applicable exemption from, or in a transaction not subject to the registration requirements of the U.S. Securities Act. There is not and it is not currently intended for there to be any public offering of securities of the Company in the United States. The Offer Shares are being offered and sold outside the United States as offshore transactions in accordance with Regulation S under the U.S. Securities Act.

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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)

STABILIZATION ACTIONS AND END OF STABILIZATION PERIOD

The Company announces that the stabilization period in connection with the Global Offering ended on February 7, 2018, being the 30th day after the last day of lodging of applications under the Hong Kong Public Offering. The stabilization actions undertaken during the stabilization period were:

  • (1) over-allocations of an aggregate of 150,000,000 Shares, representing 15% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option);

  • (2) successive market purchases of an aggregate of 27,000,000 Shares at a price of HK$3.99 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) during the stabilization period, representing 2.7% of the Offer Shares initially offered under the Global Offering (before any exercise of the Over-allotment Option); and

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  • (3) the partial exercise of the Over-allotment Option by the Sole Representative (for itself and on behalf of the other International Underwriters) in respect of an aggregate of 123,000,000 Shares, representing 12.3% of the total number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option) to cover over-allocations in the International Offering.

STABILIZATION ACTIONS AND END OF STABILIZATION PERIOD

The Company makes this announcement pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) and announces that the stabilization period in connection with the Global Offering ended on February 7, 2018, being the 30th day after the last day of lodging of applications under the Hong Kong Public Offering.

The stabilization actions undertaken by the Stabilizing Manager, its affiliates, or any person acting for it, on behalf of the Underwriters during the stabilization period were:

  • (1) over-allocations of an aggregate of 150,000,000 Shares, representing 15% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option);

  • (2) successive market purchases of an aggregate of 27,000,000 Shares at a price of HK$3.99 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) during the stabilization period, representing 2.7% of the Offer Shares initially offered under the Global Offering (before any exercise of the Over-allotment Option); and

  • (3) the partial exercise of the Over-allotment Option by the Sole Representative (for itself and on behalf of the other International Underwriters) in respect of an aggregate of 123,000,000 Shares, representing 12.3% of the total number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option) to cover over-allocations in the International Offering.

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The Directors confirm that the Company continues to satisfy the minimum percentage of Shares in public hands as required under Rule 8.08 of the Listing Rules. No new Shares or securities convertible into equity securities of the Company may be issued within six months from the Listing Date save for the situations set out in Rule 10.08 of the Listing Rules.

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

Hong Kong, 7 February 2018

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

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