Kaisa : Recent Developments of the Group and Resumption of Trading

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.

*

(Incorporated in the Cayman Islands with limited liability)

This announcement is made by Kaisa Group Holdings Ltd. (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Reference is made to the announcement of the Company dated 4 December 2014 (the "Announcement"). Unless otherwise stated, terms used in this announcement shall have the same meaning as defined in the Announcement.
The Company would like to provide an update on the recent developments of the Group as follows:

As at the date of this announcement, the Group has four property projects under pre-sale in Shenzhen. According to the publicly available information as shown on the website of the Urban Planning Land and Resources Commission of Shenzhen Municipality (ìm�11Jìl! f�±W���i) (the "Relevant Authority"), as at the date of this announcement, the processing and filing of the sale and purchase agreements for certain unsold units in these four property projects are blocked (the "Blockage").
As at the date of this announcement, the Company has not received any notification in respect of the Blockage from the Relevant Authority despite the Company having made enquiry with the Relevant Authority. The Company will continue to communicate with the Relevant Authority with an aim to remove the Blockage.

* For identification purposes only

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The Company is of the view that the Blockage will have an adverse impact on the cash flow of the Group. As at the date of this announcement and save as disclosed in this announcement, the Company is not aware of any of its other property projects which is subject to blockage of a similar nature.
The following table summarizes the status of the above property projects according to the search last conducted by the Company before the publication of this announcement:

Shenzhen Dapeng Kaisa
Peninsula Resort
(ìm� )
130,520 51,076 Residential and commercial
28 November 2014

(Note 2)

Shenzhen Kaisa Yuefeng Garden
(ìm� )
119,725 20,782 Residential and commercial
28 November 2014
Shenzhen Kaisa Central Plaza
(ìm�11 ) (also known as Shenzhen Kaisa City Plaza
(ìm� 11 ))
973,600 116,060 Residential and commercial
28 November 2014
Shenzhen Shanhai Meiyu
Garden (ÙJYH�:X )
(also known as Shenzhen
Kaisa Qianhai Plaza

(ìm� YH ))
205,693 29,952 Residential 15 December 2014

Total 1,429,538 217,870

Note:

1. Data as at 30 June 2014.

2. The property project was subject to the Blockage on 28 November 2014. The relevant Blockage was lifted on 2 December 2014 and reimposed on 3 December 2014.

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The Company has conducted searches at the Shenzhen Urban Planning and Land Information System (ìm�11JJ.iiH(;JJ) and the website of the Urban Planning Land and Resources Commission of Shenzhen Municipality (ìm�11Jìl!f�±W���i). According to the results of the searches, the property rights of certain unsold units of three completed property projects of the Group in Shenzhen are subject to the restriction on the registration or filing of any transfer or pledge (the "Restriction") imposed by the relevant PRC regulatory authority.
As at the date of this announcement, the Company has not received any notification in respect of the Restriction from the relevant PRC authority despite the Company having made enquiry with the relevant PRC authority. The Company will continue to communicate with the relevant PRC authority with an aim to remove the Restriction.
The total GFA that is subject to the Restriction is not significant. The Company is of the view that the impact of the Restriction on the Group will be immaterial. As at the date of this announcement and save as disclosed in this announcement, the Company is not aware of any of its completed property projects which is subject to the Restriction.
The following table summarizes the status of the above property projects according to the search last conducted by the Company before the publication of this announcement:

(Note 1)

Shenzhen Mocha Town
(ìm� )
580,135 3,080 Commercial 11 December 2014
Shenzhen Kaisa
Metropolitan Homeland
(ìm� )
96,970 646 Residential 28 November 2014

(Note 2)

Shenzhen Shangpin Garden

(ìm� )
231,572 1,753 Commercial 10 December 2014

Total 908,677 5,479

Note:

1. Data as at 30 June 2014.

2. Also subject to the restriction on obtaining the property ownership certificate for such property imposed by the relevant PRC authority.

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The Company has conducted searches at the Shenzhen Urban Planning and Land Information System (ìm�11JJ.iiH(;JJ) and the website of the Urban Planning Land and Resources Commission of Shenzhen Municipality (ìm�11Jìl!f�±W���i). According to the results of the searches, the property rights of certain units of three property projects in Shenzhen which are held for rental and/or self-use of the Group are subject to the Restriction.
As at the date of this announcement, the Company has not received any notification in respect of the Restriction from the relevant PRC authority despite the Company having made enquiry with the relevant PRC authority. The Company will continue to communicate with the relevant PRC authority with an aim to remove the Restriction.
The above properties are intended for rental or self-use, and so not affected by the Restriction in respect of transfer. Shenzhen Woodland Height (ìm�ì]'J ) and Shenzhen Kaisa Centre (ìm� L) have already been pledged for financing, and are therefore not affected by the Restriction in respect of pledge. There will be an adverse impact on the Group if further financing is required for Shenzhen Metorpolitan Homeland (ìm� ). As at the date of this announcement and save as disclosed in this announcement, the Company is not aware of any of its other properties that are held for rental or self-use are subject to the Restriction.
The following table summarizes the status of the above property projects according to the search last conducted by the Company before the publication of this announcement:

(Note 1)

Shenzhen Woodland Height
(ìm�ì]'J )
580,135 21,033 Commercial 11 December 2014
Shenzhen Kaisa
Metropolitan Homeland
(ìm� )
96,970 17,299

(Note 2 & 3)

Commercial 28 November 2014

Shenzhen Kaisa Center

(ìm� L)
98,251 22,819 Commercial 11 December 2014

Total 775,356 61,151

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Note:

1. Data as at 30 June 2014.

2. Not yet commenced operation.

3. Also subject to the restriction on obtaining the property ownership certificate for such property imposed by the relevant PRC authority.

As at the date of this announcement, the Group has eight property projects in Shenzhen which are under development and held for future development. The Company became aware that the routine applications for licences, permits, approvals, registrations and filings that are necessary during the different stages of development of these eight properties have not been accepted by the relevant PRC authority ("the Non-acceptance") on the dates mentioned below. The Non-acceptance could cause delay in the development of these property projects.
On 5 December 2014, the Company received a notification dated 1 December 2014 from the relevant PRC authority situated in Longgang District that it had suspended the processing of all planning-related and state-owned land-related applications and approval procedures of all construction projects of the Group situated in Longgang District (the "Suspension"). Two of the above eight projects are located in Longang District.
As at the date of this announcement and save as disclosed in this announcement, the Company has not received any other notification in respect of the Non-acceptance from the relevant PRC authority despite the Company having made enquiry with the relevant PRC authority. The Company will continue to communicate with the relevant PRC authority with an aim to remove the Non-acceptance and the Suspension.
The Company is of the view that the Non-acceptance and the Suspension will have no immediate material adverse impact on the Group. As at the date of this announcement and save as disclosed in this announcement, the Company is not aware of any of its other similar property projects which are subject to the Non-acceptance.
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The following table summarizes the status of the above property projects according to the search last conducted by the Company before the publication of this announcement:

(sq. m.) (Note 1)

(sq. m.) (Note 1)

Shenzhen Kaisa Global Center
(ìm� L)
142,000 142,000 4 December 2014 2018
Shenzhen Kaisa Central Plaza
(ìm� )
(also known as Shenzhen
Kaisa City Plaza
(ìm� 11 ))
973,600 756,174 28 November 2014 2015
(Phase 2)

(Note 2)

Shenzhen Dapeng Kaisa
Peninsula Resort
(ìm� )
130,520 130,520 3 December 2014 2014

(Note 3)

Shenzhen Kaisa
Yuefeng Garden
(ìm� )
119,725 119,725 27 November 2014 2015
(Phase 2)

(Notes 2 & 4)

Shenzhen Dapeng Xiasha
Project (ìm� )
466,130 466,130 2 December 2014 2017
(Phase 1)
Shenzhen Shanhai Meiyu
Garden (ÙJYH�:X )
(also known as Shenzhen
Kaisa Qianhai Plaza

(ìm� YH ))
205,693 205,693 16 December 2014 2014
(Phase 1)

(Note 3)

Total 2,037,668 1,820,242

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Notes:

1. Data as at 30 June 2014.

2. Situated in Longgang District.

3. Already obtained :t.'illE:t.iiW!�* (Record of Acceptance and Examination Upon Project

Completion*).

4. Already obtained :t.'illE:t.iiW!�* (Record of Acceptance and Examination Upon Project

Completion*) for Phase 1 with total GFA of approximately 92,898 sq. m..

The Company became aware that the land use rights of two projects of the Group namely
Shenzhen Yantian Project (ìm�HIE ) and Shenzhen Golden Bay Resort Hotel (ìm�

1i �WJ.S), are subject to the restriction on the transfer or pledge (the "Land Use Rights

are located in Shenzhen and currently under development, they are subject to the Non- acceptance.
As at the date of this announcement and save as disclosed in the announcement, the Company has not received any notification in respect of the Land Use Rights Restrictions and the Non- acceptance from the relevant PRC authority despite the Company having made enquiry with the relevant PRC authority. The Company has no plan to transfer the above projects and obtain further financing for Shenzhen Golden Bay Resort Hotel (ìm�1i �WJ.S) in the near future. There will be an adverse impact on the Group if financing is required for Shenzhen Yantian Project (ìm�HIE ) in the future. As at the date of this announcement and save as disclosed in this announcement, the Company is not aware of any of its other similar property projects which are subject to the Land Use Rights Restrictions or the Non-acceptance.
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The following table summarizes the status of the above property projects according to the search last conducted by the Company before the publication of this announcement:

(sq. m.) (Note 1)

(sq. m.) (Note 1)

Total 491,946 491,946

Note:

1. The Land Use Rights Restriction took effect on 17 December 2014.

2. The Land Use Rights Restriction took effect on 28 November 2014.

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The Group's urban redevelopment project pipelines in Longgang District are subject to the Suspension. As the land involved in the project is not included in the land bank of the Group, the Company is of the view that the Suspension will have no immediate material adverse impact on the operation of the Group.

The Company made an enquiry with the relevant PRC authority on 4 December 2014 and became aware that the transfer in the equity interests in two of the Group's subsidiaries established in Shenzhen, namely Kaisa Group (Shenzhen) Co., Ltd. ( (ìm � ti0Pl ) ("Kaisa Shenzhen") and Jinsheng Engineering Management Consulting (Shenzhen) Co., Ltd. ( ��:t.'i�_Iì?f M(ìm � ti0Pl ) (formerly known as Kaisa Technology (Shenzhen) Co., Ltd ( 4 tt(ìm � ti0 Pl ), is subject to restriction (the "Transfer Restriction").
As at the date of this announcement, the Company has not received any notification from the relevant PRC authority in respect of the Transfer Restriction despite the Company having made enquiry with the relevant PRC authority. The Company will continue to communicate with the relevant PRC authority with an aim to remove the Transfer Restriction.
Since the Group has no intention to transfer the equity interests of these two subsidiaries in the near future, the Company is of the view that the Transfer Restriction will have no material adverse impact to the operation of the Group. As at the date of this announcement and save as disclosed in the announcement, the Company is not aware of any of its other subsidiaries which is subject to the Transfer Restriction.

On 8 December 2014, Kaisa Shenzhen applied for the renewal of the National First Class Certificate (-illWJt-m:@) and became aware that the processing of the renewal of such certificate has been suspended (the "Renewal Suspension") by the relevant PRC authority. The Company approached the relevant PRC authority on several occasions but to no avail. If the Group fails to renew such certificate, the Group will be unable to acquire land or projects which require the qualification of the National First Class Certificate (-illWJt-m:@).
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Since the beginning of 2013, among all the lands and projects acquired by the Group, only one of them required the qualification of the National First Class Certificate (-illWJt-m

:@). The Company is therefore of the view that the Renewal Suspension will have minimal impact on the operation of the Group. To finance the construction of the property projects in the PRC, the qualification of National Second Class Certificate (=illWJt-m:@) or above is required. The Renewal Suspension will impair the Company's ability to secure financing for the projects held by Kaisa Shenzhen. To address the issue, when necessary, the Company intends to transfer the equity interests of these projects under Kaisa Shenzhen to its other subsidiaries that hold the National Second Class Certificate (=illWJt-m:@). As at the date of this announcement, the Company has two other subsidiaries that hold the National Second Class Certificate (=illWJt-m:@) and five other subsidiaries that hold the Provisional National Second Class Certificate (t'f5E=illWJt-m:@). The Company will apply for the National Second Class Certificates (=illWJt-m:@) for these five subsidiaries where necessary.

As at the date of this announcement, the Company has not received any notification in respect of the Renewal Suspension from the relevant PRC authority despite the Company having made enquiry with the relevant PRC authority. The Company will continue to communicate with the relevant PRC authority with an aim to renew Kaisa Shenzhen's National First Class Certificate as soon as practicable.
The Company will publish an announcement should there be any further update on the recent developments of the Group mentioned above.

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 16 December 2014 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 22 December 2014.
By order of the Board of

Executive Director

21 December 2014

As at the date of this announcement, the executive Directors are Mr. Kwok Ying Shing, Mr. Kwok Ying Chi, Mr. Sun Yuenan, Mr. Ye Lieli, Mr. Lei Fugui, Dr. Tam Lai Ling and Mr. Jin Zhigang; the non-executive Director is Ms. Chen Shaohuan; and the independent non-executive Directors are Mr. Zhang Yizhao, Mr. Rao Yong and Mr. Fok Hei Yu.

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