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 is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy securities in the United States or in 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. Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. 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 and its management, as well as financial statements. No public offer of securities is to be made by the Company in the United States.

KWG PROPERTY HOLDING LIMITED

合 景 泰 富 地 產 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1813)

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 Citi, Goldman Sachs (Asia) L.L.C., HSBC, 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 to refinance certain debt. The Company may adjust the foregoing plans in response to changing market conditions and thus, reallocate the use of the net proceeds. Pending application of the net proceeds of the Proposed Notes Issue, the Company intends to invest such net proceeds in demand deposits, time deposits or money market instruments.

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 have not been, and will not be, registered under the Securities Act. The Notes are being offered outside the United States in offshore transactions to non-U.S. persons in accordance with Regulation S under the Securities Act, and may not be offered or sold within the United States or to, or for the account on benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. None of the Notes 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 Citi, Goldman Sachs (Asia) L.L.C., HSBC, Standard Chartered Bank, the Subsidiary Guarantors and the Company, will enter into the Purchase Agreement.

The Notes have not been, and will not be, registered under the Securities Act. The Notes are being offered outside the United States in offshore transactions to non-U.S. persons in accordance with Regulation S under the Securities Act, and may not be offered or sold within the United States or to, or for the account on benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. None of the Notes will be offered to the public in Hong Kong.

Reasons for the Proposed Notes Issue

The Group is a large-scale PRC property developer with a leadership position in Guangzhou and an established presence in Suzhou, Chengdu, Beijing, Tianjin, Shanghai, Nanning, Hangzhou, Hainan, Hefei, Foshan, Wuhan, Xuzhou, Jiaxing, Taizhou, Jinan, Nanjing and Hong Kong. The Group focuses on mid- to high-end residential property developments with distinctive characteristics. To diversify the Group's earnings mix, the Group also develops commercial properties in prime locations as long-term investments, including office buildings, shopping malls, serviced apartments and hotels. The Group commenced operation of its first office property, International Finance Place, in August 2007 in Guangzhou. The Group also develops high-end hotels and operates some of them. The Group believes its investment properties and hotels will help to further strengthen its brand name. The Group also engages in property-related businesses such as property management for residential and commercial properties.

The Directors consider that the Proposed Notes Issue will strengthen the financial position of the Company and further extend the Company's international profile and improve its ability to access the international capital markets to support the growth of the Group in the future.

The Company intends to use the net proceeds of the Proposed Notes Issue to refinance certain debt. The Company may adjust its foregoing plans in response to changing market conditions and thus, reallocate the use of the net proceeds. Pending application of the net proceeds of the Proposed Notes Issue, the Company intends to invest such net proceeds in demand deposits, time deposits or money market instruments.

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

''Citi'' Citigroup Global Markets Limited, one of the joint bookrunners and the joint lead managers of the Proposed Notes Issue

''Company'' KWG Property Holding 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

''Directors'' the directors of the Company

''Goldman Sachs (Asia) L.L.C.''

Goldman Sachs (Asia) L.L.C., one of the joint bookrunners and the joint lead managers of the Proposed Notes Issue

''Group'' the Company and its subsidiaries

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''HSBC'' The Hongkong and Shanghai Banking Corporation Limited, one of the joint bookrunners and the joint lead managers of the Proposed Notes Issue

''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, Macao Special Administrative Region of the PRC 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 Citi, Goldman Sachs (Asia) L.L.C., HSBC, 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, one of the joint bookrunners and the joint lead managers of the Proposed Notes Issue

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Subsidiary

Guarantors''

the subsidiaries of the Company which guarantee the Notes

''United States'' or ''U.S.''

the United States of America

''U.S. Dollars'' or ''US$''

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

By order of the Board

KWG Property Holding Limited Kong Jian Min

Chairman

Hong Kong, 18 September 2017

As at the date of this announcement, the Board comprises eight Directors, of which Mr. Kong Jian Min (Chairman), Mr. Kong Jian Tao, Mr. Kong Jian Nan, Mr. Li Jian Ming and Mr. Tsui Kam Tim are executive Directors and Mr. Lee Ka Sze, Carmelo JP, Mr. Tam Chun Fai and Mr. Li Bin Hai are independent non-executive Directors.

KWG Property Holding Limited published this content on 18 September 2017 and is solely responsible for the information contained herein.
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