Zhenro Properties Group Limited — Capital/Financing Update 2021

Nov 11, 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 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)

VOLUNTARY ANNOUNCEMENT

FURTHER REPURCHASE OF SENIOR NOTES

(1) US$300,000,000 8.7% senior notes due 2022 (ISIN: XS2050860308, Stock Code: 40008) (2) US$220,000,000 5.98% senior notes due 2022 (ISIN: XS2329241447, Stock Code: 40648)

This announcement is made by Zhenro Properties Group Limited (the “ Company ”) on a voluntary basis.

References are made to (i) the announcement of the Company dated 14 October 2021 in relation to the Company’s partial repurchases of its senior notes, (ii) the announcement of the Company dated 20 October 2021 in relation to Company’s partial repurchase of its senior perpetual capital securities, (iii) the announcement of the Company dated 26 October 2021 in relation to the Company’s partial repurchase of its senior notes due 2021 and (iv) the announcement of the Company dated 4 November 2021 in relation to the Company’s partial repurchase of its senior notes due 2022 (collectively, the “ Announcements ”). Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the Announcements.

The board of directors of the Company (the “ Board ”) hereby announces that, the Company has made further repurchase of the (i) 2022 Notes II in the principal amount of US$1,000,000, representing 0.33% of the aggregate principal amount of the 2022 Notes II issued and (ii) 2022 Notes III in the principal amount of US$3,550,000, representing 1.61% of the aggregate principal amount of the 2022 Notes III issued.

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Subject to the Board’s discretion, the repurchased 2022 Notes II and 2022 Notes III may or may not be cancelled.

A summary of the Company’s partial repurchases of its senior notes and the Securities (as disclosed in the Announcements and this announcement) is as follows:

			Repurchased	Repurchased
	Cumulative	Aggregate	Notes/Securities
	principal amount	principal amount	as a	percentage
	of the Notes/	of the Notes/	of the Notes/
	Securities being	Securities		Securities
Notes/Securities	repurchased	originally issued	originally issued
6.7% senior notes due 2026	US$9,000,000	US$300,000,000		3.000%
6.63% senior notes due 2026	US$7,000,000	US$400,000,000		1.750%
7.35% senior notes due 2025	US$1,000,000	US$350,000,000		0.286%
The 2022 Notes I	US$5,500,000	US$250,000,000		2.200%
The 2022 Notes II	US$10,000,000	US$300,000,000		3.333%
The 2022 Notes III	US$8,050,000	US$220,000,000		3.659%
The 2021 Notes	US$7,500,000	US$200,000,000		3.750%
The Securities	US$2,000,000	US$200,000,000		1.000%

The Company will continue to monitor market conditions and its financial structure and may further repurchase its senior notes and/or capital securities as and when appropriate.

The Company may or may not make any further repurchase of senior notes and/or capital securities in the future. Holders of the senior notes and/or capital securities of the Company and other potential investors should note that any purchase of senior notes and/or capital securities from time to time by the Company will be at the Board’s sole and absolute discretion. There is no assurance of the timing, amount or price of any repurchase of the senior notes and/or capital securities or whether the Company will make any further repurchase at all. Holders of the senior notes and/or capital securities of the Company and other potential investors should therefore exercise caution when dealing in any senior notes and/or capital securities of the Company.

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

Hong Kong, 11 November 2021

As at the date of this announcement, the executive directors of the Company are Mr. Huang Xianzhi, Mr. Liu Weiliang, Mr. Li Yang and Mr. Chan Wai Kin, the non-executive director of the Company is Mr. Ou Guowei, and the independent non-executive directors of the Company are Dr. Loke Yu (alias Loke Hoi Lam), Mr. Wang Chuanxu and Mr. Lin Hua.

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