Zhenro Properties Group Limited — Capital/Financing Update 2021

Oct 14, 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 PARTIAL REPURCHASES OF SENIOR NOTES

• (1) US$300,000,000 6.7% senior notes due 2026 (ISIN: XS2293750670, Stock Code: 40572)

• (2) US$400,000,000 6.63% senior notes due 2026 (ISIN: XS2279711779, Stock Code: 40516)

• (3) US$350,000,000 7.35% senior notes due 2025 (ISIN: XS2226898216, Stock Code: 40375)

• (4) US$250,000,000 6.5% senior notes due 2022 (ISIN: XS2383329237, Stock Code: 40826)

• (5) US$300,000,000 8.7% senior notes due 2022 (ISIN: XS2050860308, Stock Code: 40008)

• (6) US$220,000,000 5.98% senior notes due 2022 (ISIN: XS2329241447, Stock Code: 40648) (7) US$200,000,000 5.95% senior notes due 2021 (ISIN: XS2247557320, Stock Code: 40470)

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

References are made to the following senior notes issued by the Company and listed on The Stock Exchange of Hong Kong Limited (collectively, the “ Notes ”):

• (1) the 6.7% senior notes due 2026 in the aggregate principal amount of US$300,000,000 (ISIN: XS2293750670) (“ 2026 Notes I ”);

• (2) the 6.63% senior notes due 2026 in the aggregate principal amount of US$400,000,000 (ISIN: XS2279711779) (“ 2026 Notes II ”);

• (3) the 7.35% senior notes due 2025 in the aggregate principal amount of US$350,000,000 (ISIN: XS2226898216) (“ 2025 Notes ”);

• (4) the 6.5% senior notes due 2022 in the aggregate principal amount of US$250,000,000 (ISIN: XS2383329237) (“ 2022 Notes I ”);

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• (5) the 8.7% senior notes due 2022 in the aggregate principal amount of US$300,000,000 (ISIN: XS2050860308) (“ 2022 Notes II ”);

• (6) the 5.98% senior notes due 2022 in the aggregate principal amount of US$220,000,000 (ISIN: XS2329241447) (“ 2022 Notes III ”); and

• (7) the 5.95% senior notes due 2021 in the aggregate principal amount of US$200,000,000 (ISIN: XS2247557320) (“ 2021 Notes ”).

The board of directors of the Company (the “ Board ”) hereby announces that, the Company has made partial repurchases of the Notes in the open market as follows:

			Repurchased
		Aggregate	Notes as a
	Principal amount	principal amount	percentage of
	of Notes being	of Notes	the Notes
Notes	repurchased	originally issued	originally issued
2026 Notes I	US$9,000,000	US$300,000,000	3.000%
2026 Notes II	US$7,000,000	US$400,000,000	1.750%
2025 Notes	US$1,000,000	US$350,000,000	0.286%
2022 Notes I	US$3,500,000	US$250,000,000	1.400%
2022 Notes II	US$7,000,000	US$300,000,000	2.333%
2022 Notes III	US$2,500,000	US$220,000,000	1.136%
2021 Notes	US$3,000,000	US$200,000,000	1.500%

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

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

The Company may or may not make any further repurchase of senior notes in the future. Noteholders and potential investors should note that any on-market purchase of senior notes 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 or whether the Company will make any further repurchase at all. Noteholders and potential investors should therefore exercise caution when dealing in any senior notes of the Company.

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

Hong Kong, 14 October 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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