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香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。

本公告並不構成在美國或任何其他倘無根據當地證券法律登記或符合資格即屬違法的司法權區，要約提呈出售任何證券或邀請作出購買任何證券的要約。除非已經登記或獲適用豁免登記規定，證券不得在美國提呈發售或出售。於美國公開發售任何證券將須以招股章程的方式進行，而招股章程須載有關於提呈發售的公司、管理層以及財務報表的詳盡資料。本公司無意在美國公開發售證券。

KAISA GROUP HOLDINGS LTD.佳兆業集團控股有限公司 *

（於開曼群島註冊成立的有限公司）（股份代號：1638）

海外監管公告

本海外監管公告乃根據香港聯合交易所有限公司證券上市規則第 13.10B條刊發。

茲提述佳兆業集團控股有限公司日期為二零二零年九月二十三日及二零二零年九月二十四日之公告（「該等公告」），內容有關優先永續資本證券發行。除另有界定者外，本公告所用所有詞彙與該等公告所界定者具有相同涵義。

請參閱隨附之票據的發售備忘錄（「發售備忘錄」），其已在新交所網站刊發。

在香港交易及結算所有限公司網站登載發售備忘錄僅為向香港投資者同步發布資訊及遵守上市規則第 13.10B條，並無其他目的。

發售備忘錄並不構成在任何司法權區向公眾人士提呈出售任何證券的招股章程、通告、通函、小冊子或廣告，亦不作為向公眾人士提呈以供認購或購買任何證券的邀請，亦不得視作公眾人士提呈認購或購買任何證券的邀請。

– 2 –

發售備忘錄不應被視為誘使認購或購買本公司任何證券，亦不旨在進行該等勸誘。投資者不應根據發售備忘錄所載資料作出任何投資決定。

承董事會命佳兆業集團控股有限公司

主席郭英成

香港，二零二零年十月五日

於本公告日期，執行董事為郭英成先生、孫越南先生、麥帆先生、李海鳴先生及郭曉群先生；非執行董事為陳少環女士；獨立非執行董事為饒永先生、張儀昭先生及劉雪生先生。

* 僅供識別

STRICTLY CONFIDENTIAL — DO NOT FORWARD

THIS OFFERING IS AVAILABLE ONLY TO INVESTORSWHO ARE OUTSIDE OF THE UNITED STATES.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offeringcircular (the “offering circular”) following this page. You are therefore advised to read this disclaimer carefully before reading, accessing ormaking any other use of the attached offering circular. In accessing the attached offering circular, you agree to be bound by the followingterms and conditions including any modifications to them from time to time, each time you receive any information from us as a result of suchaccess.

Confirmation of Your Representation: You have accessed the attached document on the basis that you have confirmed yourrepresentation to Credit Suisse (Hong Kong) Limited, Deutsche Bank AG, Singapore Branch and UBS AG Hong Kong Branch (the “JointLead Managers”) that (l) either (i) you and any customers you represent are outside the United States and to the extent you purchase thesecurities described in the attached offering circular, you will be doing so pursuant to Regulation S under the U.S. Securities Act of 1933, asamended (the “U.S. Securities Act”) AND (2) that you consent to delivery of the attached offering circular and any amendments orsupplements thereto by electronic transmission.

MiFID II product governance/Professional investors and ECPs only target market — Solely for the purposes of themanufacturer’s product approval process, the target market assessment in respect of the securities described in the attached document has ledto the conclusion that: (i) the target market for the securities described in the attached document is eligible counterparties and professionalclients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the securitiesdescribed in the attached document to eligible counterparties and professional clients are appropriate. Any person subsequently offering,selling or recommending the securities described in the attached document (a “distributor”) should take into consideration the manufacturer’starget market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment inrespect of the securities described in the attached document (by either adopting or refining the manufacturer’s target market assessment) anddetermining appropriate distribution channels.

PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS — The securities described in the attached offering circularare not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retailinvestor in the European Economic Area (“EEA”) or in the United Kingdom (the “UK”). For these purposes, a retail investor means a personwho is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II, or (ii) a customer within the meaning ofDirective (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined inpoint (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,the “PRIIPs Regulation”) for offering or selling the securities described in the attached offering circular or otherwise making them availableto retail investors in the EEA or in the UK has been prepared and therefore offering or selling the securities described in the attached offeringcircular or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

The communication of the attached offering circular and any other document or materials relating to the issue of the securitiesdescribed in the attached offering circular is not being made, and such documents and/or materials have not been approved, by an authorizedperson for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended. Accordingly, suchdocuments and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. Thecommunication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom whohave professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined inArticle 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial PromotionOrder”)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwiselawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the UnitedKingdom, the securities described in the attached offering circular are only available to, and any investment or investment activity to whichthe attached offering circular relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevantperson should not act or rely on the attached offering circular or any of its contents.

Notification under Section 309B(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) — the Companyhas determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Securities are prescribed capitalmarkets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and ExcludedInvestment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Noticeon Recommendations on Investment Products).

The attached document has been made available to you in electronic form. You are reminded that documents transmitted via thismedium may be altered or changed during the process of transmission and consequently none of the Joint Lead Managers or any person whocontrols them or any of their directors, employees, representatives or affiliates accepts any liability or responsibility whatsoever in respect ofany discrepancies between the document distributed to you in electronic format and the hard copy version. We will provide a hard copyversion to you upon request.

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, OR THESECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND MAY NOT BE OFFERED ORSOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOTSUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE ORLOCAL SECURITIES LAWS.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmissionconstitutes an offer or an invitation by or on behalf of either the issuer of the securities or to the Joint Lead Managers to subscribe for orpurchase any of the securities described therein and access has been limited so that it shall not constitute a general advertisement orsolicitation in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the JointLead Managers or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering shall be describedto be made by the Joint Lead Managers or their affiliates on behalf of the issuer in such jurisdiction.

You are reminded that you have accessed the attached offering circular on the basis that you are a person into whose possession suchoffering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor areyou authorized to deliver such offering circular, electronically or otherwise, to any other person. If you have gained access to thistransmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.

Actions That You May Not Take: You should not reply by e-mail to this announcement, and you may not purchase any securities bydoing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will beignored or rejected.

YOU ARE NOT AUTHORIZED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR,ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANYMANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERINGCIRCULAR, IN WHOLE OR IN PART, IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT INA VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

You are responsible for protecting against viruses and other items of a destructive nature. Your use of this e-mail is at your own riskand it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

OFFERING CIRCULAR CONFIDENTIAL

KAISA GROUP HOLDINGS LTD.(incorporated in the Cayman Islands with limited liability)

US$200,000,000 Senior Perpetual SecuritiesIssue Price: 100%

Kaisa Group Holdings Ltd. (the “Company”) is offering U.S.$200,000,000 senior perpetual capital securities (the “Securities”). The Securities confer a right to receive distributions (each a“Distribution”) at the applicable rate described below from and including September 30, 2020 (the “Issue Date”).

Subject to the provisions of the Securities relating to deferral of Distributions (see “Terms and Conditions of the Securities — Distribution — Distribution Deferral”), Distributions are payablesemi-annually in arrear on March 30 and September 30 in each year, commencing on March 30, 2021 (each, a “Distribution Payment Date”). The rate of distribution applicable to the Securities shall be(i) in respect of the period from, and including, the Issue Date to, but excluding, the First Reset Date (as defined below), 10.875 per cent., and (ii) in respect of the periods (a) from, and including, the FirstReset Date to, but excluding, the immediately following Reset Date (as defined in Terms and Conditions of the Securities) and (b) from, and including, each Reset Date falling after the First Reset Dateto, but excluding, the immediately following Reset Date, the Relevant Reset Distribution Rate (as defined in Terms and Conditions of the Securities), provided that, in the event that the Company does notredeem the Securities following the occurrence of a Change of Control Triggering Event or a Relevant Indebtedness Default Event, the then-prevailing Distribution Rate shall be increased by 5.00 per cent.per annum with effect from (and including) the 30th day after the occurrence of the Change of Control Triggering Event or the Relevant Indebtedness Default Event.

The Company may at its sole discretion elect to defer a Distribution which is otherwise scheduled to be paid on a Distribution Payment Date to the next Distribution Payment Date by giving noticeof not more than 10 nor less than five business days prior to the relevant Distribution Payment Date unless a Compulsory Distribution Payment Event has occurred. The Company shall have no obligationto pay any Distribution (including any Arrears of Distribution (as defined below) and any Additional Distribution Amount (as defined below)) on any Distribution Payment Date if the Company validlyelects not to do so in accordance with the Terms and Conditions of the Securities. Any Distribution so deferred shall constitute Arrears of Distribution. The Company may, at its sole discretion, elect tofurther defer any Arrears of Distribution by complying with the foregoing notice requirement applicable to any deferral of an accrued Distribution. The Company is not subject to any limits as to thenumber of times Distributions and Arrears of Distribution can be deferred save for the restrictions described in “Terms and Conditions of the Securities — Distribution — Distribution Deferral —Restrictions in the case of Deferral” which shall be complied with until all outstanding Arrears of Distribution have been paid in full. Each amount of Arrears of Distribution shall accrue Distribution asif it constituted the principal of the Securities at the prevailing Distribution Rate and the amount of such Distribution (the “Additional Distribution Amount”) with respect to Arrears of Distribution shallbe due and payable as if it were a Distribution and shall be calculated by applying the applicable Distribution Rate to the amount of the Arrears of Distribution. The Additional Distribution Amount accruedup to any Distribution Payment Date shall be added (for the purpose of calculating the Additional Distribution Amount accruing thereafter) to the amount of Arrears of Distribution remaining unpaid onsuch Distribution Payment Date so that it will itself become Arrears of Distribution.

The Securities are perpetual securities and have no fixed final redemption date. The Company may at its option, on giving not less than 30 nor more than 60 days’ notice to the Holders inaccordance with the Terms and Conditions of the Securities (which notice will be irrevocable) and the Trustee, redeem in whole, but not in part, the Securities: (i) on September 30, 2023, or, if such dayis not a Business Day, the next following Business Day (the “First Reset Date”); or (ii) on any Business Day after the First Reset Date, at their principal amount together with any Distribution accrued tothe date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount). The Securities may also be redeemed at the option of the Company in whole, but not in part,at any time, at their principal amount together with all outstanding Arrears of Distribution and Additional Distribution Amount (if any) and any Distribution accrued to, but excluding, the date fixed forredemption, as a result of any change in or amendment to the laws of a Relevant Jurisdiction or any regulations or rulings promulgated thereunder, or any change in the official interpretation or officialapplication of such laws, regulations or rulings, which change or amendment (i) in the case of the Company becomes effective on or after the Issue Date and (ii) in the case of any successor to the Companythat is organised or tax resident in a jurisdiction that is not a Relevant Jurisdiction as of the Issue Date of the Securities, as the case may be, becomes effective on or after the date such successor assumesthe Company’s obligations under the Securities, and Agency Agreement and the Trust Deed, requiring the payment of Additional Amounts (as defined in the Terms and Conditions of the Securities) andsuch obligation cannot be avoided by the Company taking reasonable measures available to it.

The Company may at its option, at any time, on giving not less than 30 nor more than 60 days’ notice to the Holders in accordance with the Terms and Conditions of the Securities (which noticewill be irrevocable) and the Trustee, redeem in whole, but not in part, the Securities at their principal amount together with any Distribution accrued to the date fixed for redemption (including any Arrearsof Distribution and any Additional Distribution Amount), provided that immediately before giving such notice, the aggregate principal amount of the Securities outstanding is less than 20% of theaggregate principal amount originally issued (together with any additional securities issued under “Terms and Conditions of the Securities Further Issues”). The Company may at its option, at any time,subject to certain provisos, on giving not less than 30 nor more than 60 days’ notice to the Holders in accordance with the Terms and Conditions of the Securities (which notice shall be irrevocable) andthe Trustee redeem, in whole but not in part, the Securities at (i) 101 per cent. of their principal amount together with any Distribution accrued to the date fixed for redemption (including any Arrears ofDistribution and Additional Distribution Amount) if such redemption occurs prior to the First Reset Date or (ii) their principal amount together with any Distribution accrued to the date fixed forredemption (including any Arrears of Distribution and Additional Distribution Amount) if such redemption occurs on or after the First Reset Date, if (a) an Equity Disqualification Event (as defined in“Terms and Conditions of the Securities”) or (b) a Change of Control Triggering Event, has occurred and is continuing.

The Securities constitute direct, unsecured, unconditional and unsubordinated obligations of the Company and shall at all times rank pari passu and without any preference or priority amongthemselves and at least pari passu in right of payment with all other present and future unsecured and unsubordinated Indebtedness (as defined in the Terms and Conditions of the Securities) of theCompany (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law).

For a more detailed description of the Securities, see the section entitled “Terms and Conditions of the Securities”. Investing in the Securities involves risks. See the section entitled“Risk Factors”.

Application will be made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing and quotation of the Securities on the SGX-ST. The SGX-ST assumes noresponsibility for the correctness of any of the statements made, opinions expressed or reports contained in this offering circular. Approval in-principle from, admission to the Official List of, and listingand quotation of the Securities on, the SGX-ST are not to be taken as an indication of the merits of the offering, the Company, the Securities, or their respective subsidiaries or associated companies (ifany).

The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold within the UnitedStates except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Securities are being offered and sold outside the United Statesin compliance with Regulation S under the U.S. Securities Act (“Regulation S”).

The Securities are expected to be rated “B2” by Moody’s. Such ratings are provisional and subject to the rating agency’s review of the final Terms and Conditions. The Company has been assigneda long-term corporate rating of “B” with a stable outlook by S&P, “B1” with a stable outlook by Moody’s and “B” with a stable outlook by Fitch. A rating is not recommendation to buy, sell or hold theSecurities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agencies. A suspension, reduction or withdrawal of the rating assigned to the Securities mayadversely affect the market prices of the Securities.

With reference to the Notice on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Enterprises(《國家發展改革委關於推進企業發行外債備案登記制管理改革的通知發改外資[2015]2044號》) (the “NDRC Notice”) promulgated by National Development and Reform Commission (the “NDRC”) ofthe PRC on September 14, 2015 which came into effect on the same day, we have registered the issuance of the Securities with the NDRC and obtained a certificate from the NDRC dated June 15, 2020evidencing such registration. Pursuant to the registration certificate, we will cause relevant information relating to the issue of the Securities to be reported to the NDRC within ten PRC working days afterthe issue date of the Securities.

The Securities will be evidenced by a global certificate (the “Global Certificate”) in registered form, which will be registered in the name of a nominee of, and deposited with, a commondepositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effectedonly through, the records maintained by Euroclear and Clearstream and their respective account holders. Except in the limited circumstances set out herein, individual certificates for the Securities willnot be issued in exchange for beneficial interests in the Global Certificate. It is expected that delivery of the Global Certificate will be made on the Issue Date or such later date as may be agreed by theCompany and the Joint Lead Managers.

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Credit Suisse Deutsche Bank UBS

Sustainable Structuring Advisor

Deutsche Bank Barclays

The date of this offering circular is September 23, 2020

TABLE OF CONTENTS

Page

SUMMARY . . . . . . . . . . . . . . . . . . . . 1THE OFFERING . . . . . . . . . . . . . . . . . 3RISK FACTORS . . . . . . . . . . . . . . . . 14USE OF PROCEEDS . . . . . . . . . . . . . 51SECURITIES BEING ISSUED AS

SUSTAINABLE SECURITIES . . . . 52EXCHANGE RATE INFORMATION . . 55CAPITALISATION AND

INDEBTEDNESS . . . . . . . . . . . . . . 57SELECTED CONSOLIDATED

FINANCIAL AND OTHER DATA . . 58RECENT DEVELOPMENT . . . . . . . . 61INDUSTRY OVERVIEW . . . . . . . . . . 71CORPORATE STRUCTURE . . . . . . . . 77BUSINESS . . . . . . . . . . . . . . . . . . . . 79REGULATIONS . . . . . . . . . . . . . . . . 117MANAGEMENT . . . . . . . . . . . . . . . . 152

Page

SUBSTANTIAL SHAREHOLDERS . . . 159RELATED PARTY TRANSACTIONS . 160DESCRIPTION OF MATERIAL

INDEBTEDNESS ANDOTHER OBLIGATIONS . . . . . . . . . 161

TERMS AND CONDITIONS OFTHE SECURITIES . . . . . . . . . . . . . 186

TAXATION . . . . . . . . . . . . . . . . . . . . 207SUBSCRIPTION AND SALE . . . . . . . 209TRANSFER RESTRICTIONS . . . . . . . 213RATINGS . . . . . . . . . . . . . . . . . . . . . . 214LEGAL MATTERS . . . . . . . . . . . . . . . 215INDEPENDENT AUDITOR . . . . . . . . . 216GENERAL INFORMATION . . . . . . . . 217INDEX TO FINANCIAL

STATEMENTS . . . . . . . . . . . . . . . . F-1

This offering circular does not constitute an offer to sell to, or a solicitation of an offer tobuy from, any person in any jurisdiction to whom it is unlawful to make the offer orsolicitation in such jurisdiction. Neither the delivery of this offering circular nor any salemade hereunder shall, under any circumstances, create any implication that there has beenno change in our affairs since the date of this offering circular or that the informationcontained in this offering circular is correct as of any time after that date.

This offering circular is not a prospectus for the purposes of the European Union’s Regulation(EU) 2017/1129.

MiFID II product governance/Professional investors and ECPs only target market —Solely for the purposes of the manufacturer’s product approval process, the target marketassessment in respect of the Securities has led to the conclusion that: (i) the target market for theSecurities is eligible counterparties and professional clients only, each as defined in Directive2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the securitiesdescribed in the attached document to eligible counterparties and professional clients areappropriate. Any person subsequently offering, selling or recommending the Securities (a“distributor”) should take into consideration the manufacturer’s target market assessment;however, a distributor subject to MiFID II is responsible for undertaking its own target marketassessment in respect of the Securities (by either adopting or refining the manufacturer’s targetmarket assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS — The Securitiesare not intended to be offered, sold or otherwise made available to and should not be offered, soldor otherwise made available to any retail investor in the European Economic Area (“EEA”) or inthe United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II, or (ii) a customerwithin the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where thatcustomer would not qualify as a professional client as defined in point (10) of Article 4(1) ofMiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014(as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise makingthem available to retail investors in the EEA or in the UK has been prepared and therefore offeringor selling the Securities or otherwise making them available to any retail investor in the EEA or inthe UK may be unlawful under the PRIIPs Regulation.

– i –

The communication of this offering circular and any other document or materials relating tothe issue of the Securities offered hereby is not being made, and such documents and/or materialshave not been approved, by an authorized person for the purposes of section 21 of the UnitedKingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly,such documents and/or materials are not being distributed to, and must not be passed on to, thegeneral public in the United Kingdom. The communication of such documents and/or materials asa financial promotion is only being made to those persons in the United Kingdom who haveprofessional experience in matters relating to investments and who fall within the definition ofinvestment professionals (as defined in Article 19(5) of the Financial Services and Markets Act2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or whofall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons towhom it may otherwise lawfully be made under the Financial Promotion Order (all such personstogether being referred to as “relevant persons”). In the United Kingdom, the Securities offeredhereby are only available to, and any investment or investment activity to which this offeringcircular relates will be engaged in only with, relevant persons. Any person in the United Kingdomthat is not a relevant person should not act or rely on this offering circular or any of its contents.

Notification under Section 309B(1)(c) of the Securities and Futures Act, Chapter 289 ofSingapore (the “SFA”) — the Company has determined, and hereby notifies all relevant persons(as defined in Section 309A(1) of the SFA), that the Securities are prescribed capital marketsproducts (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 ofSingapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice onthe Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations onInvestment Products).

We, having made all reasonable inquiries, confirm that: (i) this offering circular contains allinformation with respect to us, our subsidiaries and affiliates referred to in this offering circular,the Securities that is material in the context of the issue and offering of the Securities; (ii) thestatements contained in this offering circular relating to us and our subsidiaries and our affiliatesare in every material respect true and accurate and not misleading; (iii) the opinions and intentionsexpressed in this offering circular with regard to us and our subsidiaries and affiliates are honestlyheld, have been reached after considering all relevant circumstances and are based on reasonableassumptions; (iv) there are no other facts in relation to us, our subsidiaries and affiliates, theSecurities, the omission of which would, in the context of the issue and offering of the Securities,make this offering circular, as a whole, misleading in any material respect; and (v) we have madeall reasonable enquiries to ascertain such facts and to verify the accuracy of all such informationand statements. We accept responsibility accordingly.

This offering circular is highly confidential. We are providing it solely for the purpose ofenabling you to consider a purchase of the Securities. You should read this offering circular beforemaking a decision whether to purchase the Securities. You must not use this offering circular forany other purpose, or disclose any information in this offering circular to any other person.

We have prepared this offering circular, and we are solely responsible for its contents. You areresponsible for making your own examination of us and your own assessment of the merits andrisks of investing in the Securities. By purchasing the Securities, you will be deemed to haveacknowledged that you have made certain acknowledgements, representations and agreements asset forth under the section entitled “Transfer Restrictions” below.

– ii –

No representation or warranty, express or implied, is made by Credit Suisse (Hong Kong)Limited, Deutsche Bank AG, Singapore Branch and UBS AG Hong Kong Branch (the “Joint LeadManagers”) or Citicorp International Limited (the “Trustee”), Citibank, N.A., London Branch (the“Paying Agent”, the “Calculation Agent”, the “Transfer Agent” and the “Registrar”) or any of theirrespective affiliates, directors or advisors as to the accuracy or completeness of the information setforth herein, and nothing contained in this offering circular is, or should be relied upon as, apromise or representation, whether as to the past or the future. None of the Joint Lead Managers,the Trustee, the Paying Agent, the Transfer Agent or the Registrar or any of their respectiveaffiliates, directors or advisors has independently verified any of the information contained in thisoffering circular, they can give no assurance that this information is accurate, truthful or complete,and, to the fullest extent permitted by law, none of them accepts any responsibility for the contentsof this offering circular. This offering circular is not intended to provide the basis of any credit orother evaluation nor should it be considered as a recommendation by the Company, the Joint LeadManagers, the Trustee, the Paying Agent, the Transfer Agent or the Registrar that any recipient ofthis offering circular should purchase the Securities.

Each person receiving this offering circular acknowledges that: (i) such person has beenafforded an opportunity to request from us and to review, and has received, all additionalinformation considered by it to be necessary to verify the accuracy of, or to supplement, theinformation contained herein; (ii) such person has not relied on the Joint Lead Managers, theTrustee or any person affiliated with the Joint Lead Managers or the Trustee in connection with anyinvestigation of the accuracy of such information or its investment decision; and (iii) no person hasbeen authorized to give any information or to make any representation concerning us, oursubsidiaries and affiliates or the Securities (other than as contained herein and information givenby our duly authorised officers and employees in connection with investors’ examination of ourcompany and the terms of the offering of the Securities) and, if given or made, any such otherinformation or representation should not be relied upon as having been authorized by us or theJoint Lead Managers or the Trustee.

The Securities have not been approved or disapproved of by the United States Securitiesand Exchange Commission (“SEC”), any state securities commission in the United States orany other United States regulatory authority, nor have any of the foregoing authoritiespassed upon or endorsed the merits of the offering or the accuracy or adequacy of thisoffering circular. Any representation to the contrary is a criminal offense in the UnitedStates.

We are not, and the Joint Lead Managers are not, making an offer to sell the Securities in anyjurisdiction except where an offer or sale is permitted. The distribution of this offering circular andthe offering of the Securities may in certain jurisdictions be restricted by law. Persons into whosepossession this offering circular comes are required by us and the Joint Lead Managers to informthemselves about and to observe any such restrictions. For a description of the restrictions onoffers and sales of the Securities and distribution of this offering circular, see the sections entitled“Transfer Restrictions” and “Subscription and Sale” below.

This offering circular summarizes certain material documents and other information, and werefer you to them for a more complete understanding of what we discuss in this offering circular. Inmaking an investment decision, you must rely on your own examination of us and the terms of theoffering, including the merits and risks involved. We are not making any representation to youregarding the legality of an investment in the Securities by you under any legal, investment,taxation or similar laws or regulations. You should not consider any information in this offeringcircular to be legal, business or tax advice. You should consult your own professional advisors forlegal, business, tax and other advice regarding an investment in the Securities.

We reserve the right to withdraw the offering of Securities at any time, and the Joint LeadManagers reserve the right to reject any commitment to subscribe for the Securities in whole or inpart and to allot to any prospective purchaser less than the full amount of the Securities sought bysuch purchaser. The Joint Lead Managers and certain related entities may acquire for their ownaccount a portion of the Securities.

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CERTAIN DEFINITIONS, CONVENTIONS AND CURRENCY PRESENTATION

We have prepared this offering circular using a number of conventions, which you shouldconsider when reading the information contained herein. When we use the terms “we,” “us,” “our,”the “Company,” the “Group” and words of similar import, we are referring to Kaisa GroupHoldings Ltd. itself, or to Kaisa Group Holdings Ltd. and its consolidated subsidiaries, as thecontext requires.

Market data, industry forecast and PRC and property industry statistics in this offeringcircular have been obtained from both public and private sources, including market research,publicly available information and industry publications. Although we believe this information tobe reliable, it has not been independently verified by us or the Joint Lead Managers or theirrespective directors and advisors, and neither we, the Joint Lead Managers nor our or theirrespective directors and advisors make any representation as to the accuracy or completeness ofthat information. In addition, third-party information providers may have obtained informationfrom market participants and such information may not have been independently verified. Due topossibly inconsistent collection methods and other problems, such statistics herein may beinaccurate. You should not unduly rely on such market data, industry forecast and PRC andproperty industry statistics.

In this offering circular, all references to “US$” and “U.S. dollars” are to United Statesdollars, the official currency of the United States of America (the “United States” or “U.S.”); allreferences to “HK$” and “H.K. dollars” are to Hong Kong dollars, the official currency of theHong Kong Special Administrative Region of the PRC (“Hong Kong” or “HK”); and all referencesto “RMB” or “Renminbi” are to Renminbi, the official currency of the People’s Republic of China(“China” or the “PRC”).

We record and publish our financial statements in Renminbi. Unless otherwise stated in thisoffering circular, all translations from Renminbi amounts to U.S. dollars were made at the rate ofRMB6.9618 to US$1.00, the noon buying rate in New York City for cable transfers payable inRenminbi as certified for customs purposes by the Federal Reserve Bank of New York onDecember 31, 2019, and all translations from H.K. dollars into U.S. dollars were made at the rateof HK$7.7894 to US$1.00, the noon buying rate in New York City for cable transfers payable inH.K. dollars as certified for customs purposes by the Federal Reserve Bank of New York onDecember 31, 2019. All such translations in this offering circular are provided solely for yourconvenience and no representation is made that the Renminbi amounts referred to herein havebeen, could have been or could be converted into U.S. dollars or H.K. dollars, or vice versa, at anyparticular rate or at all. For further information relating to the exchange rates, see the sectionentitled “Exchange Rate Information.”

References to “PRC” and “China,” for the statistical purposes of this offering circular, exceptwhere the context otherwise requires, do not include Hong Kong, Macau Special AdministrativeRegion of the PRC (“Macau”), or Taiwan. “PRC government” or “State” means the centralgovernment of the PRC, including all political subdivisions (including provincial, municipal andother regional or local governments) and instrumentalities thereof, or, where the context requires,any of them.

Our financial statements are prepared in accordance with Hong Kong Financial ReportingStandards (the “HKFRS”) which differ in certain respects from generally accepted accountingprinciples in certain other countries.

Unless the context otherwise requires, references to “2017”, “2018” and “2019” in thisoffering circular are to our financial years ended December 31, 2017, 2018 and 2019, respectively.

References to the “2021 CB” are to our 10.5% convertible bonds due 2021.

References to the “2012 Notes” are to our 12.875% Senior Notes due 2017, which is no longeroutstanding.

References to the “2014 Notes” are to our 9.0% Senior Notes due 2019, which is no longeroutstanding.

References to the “2020 Notes” are to our 7.25% Senior Notes due 2020, which is no longeroutstanding.

References to the “2021 Notes” are to our 7.875% Senior Notes due 2021.

References to the “2022 Notes” are to our 8.50% Senior Notes due 2022.

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References to the “2024 Notes” are to our 9.375% Senior Notes due 2024.

References to the “April 2013 Notes” are to our RMB denominated 6.875% Senior Notes due2016, which is no longer outstanding.

References to the “April 2022 Notes” are to our 11.25% Senior Notes due 2022.

References to the “Convertible Bonds” are to our U.S. dollar settled 8% convertible due 2015,which is no longer outstanding.

References to the “December 2019 Notes” are to our 12.0% senior notes due 2019, which isno longer outstanding.

References to the “Existing Notes” are to the 2021 Notes, the 2021 CB, the 2022 Notes, 2024Notes, the February 2021 Notes, the April 2022 Notes, the January 2023 Notes, the July 2023Notes, the October 2022 Notes, the November 2023 Notes, the January 2025 Notes, the July 2025Notes, the February 18 2021 Notes, the June 2021 Notes, the 2023 Notes and the 2025 Notes.

References to the “February 2021 Notes” are to our 11.75% Senior Notes due 2021.

References to the “2023 Notes” are to our 9.75% Senior Notes due 2023.

References to the “2025 Notes” are to our 11.25% Senior Notes due 2025.

References to the “February 18 2021 Notes” are to our 6.75% Senior Notes due 2021.

References to the “IPO” are to our initial public offering listed on The Stock Exchange ofHong Kong Limited (the “Hong Kong Stock Exchange,” “Stock Exchange” or “HKSE”) inDecember 2009.

References to the “January 2013 Notes” are to our 10.25% Senior Notes due 2020, which isno longer outstanding.

References to the “January 2023 Notes” are to our 11.5% Senior Notes due 2023.

References to the “January 2025 Notes” are to our 10.5% Senior Notes due 2025.

References to the “July 2023 Notes” are to our 10.875% Senior Notes due 2023.

References to the “July 2025 Notes” are to our 9.95% Senior Notes due 2025.

References to the “June 2021 Notes” are to our 7.875% Senior Notes due June 9, 2021.

References to the “March 2013 Notes” are to our 8.875% Senior Notes due 2018, which is nolonger outstanding.

References to the “Mandatorily Exchangeable Bonds” are to US$259,486,248 Variable RateMandatorily Exchangeable Bonds due 2019, which is no longer outstanding.

References to the “November 2023 Notes” are to our 11.95% Senior Notes due 2023.

References to the “October 2022 Notes” are to our 11.95% Senior Notes due 2022.

References to “Original HSBC Facilities” are to the offshore loan facilities between us andThe Hong Kong and Shanghai Banking Corporation Limited in an aggregate amount of HK$760million, which is no longer outstanding.

References to “Original ICBC Facilities” are to the offshore loan facilities between us andIndustrial and Commercial Bank of China (Asia) Limited and/or Industrial and Commercial Bankof China, Paris Branch in an aggregate amount of HK$155 million and US$159.5 million, which isno longer outstanding.

References to “Original Offshore Facilities” are to the Original HSBC Facilities and theOriginal ICBC Facilities.

References to the “Series A Notes” are to our US$277,460,905 Series A Variable Rate SeniorNotes due December 31, 2019, which is no longer outstanding.

References to the “Series B Notes” are to our US$499,429,957 Series B Variable Rate SeniorNotes due June 30, 2020, which is no longer outstanding.

References to the “Series C Notes” are to our US$610,414,552 Series C Variable Rate SeniorNotes due December 31, 2020, which is no longer outstanding.

References to the “Series D Notes” are to our US$665,906,865 Series D Variable Rate SeniorNotes due June 30, 2021, which is no longer outstanding.

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References to the “Series E Notes” are to our US$721,398,993 Series E Variable Rate SeniorNotes due December 31, 2021, which is no longer outstanding.

References to the “Series A-E Senior Notes” are to the Series A Notes, Series B Notes, SeriesC Notes, Series D Notes and Series E Notes.

References to “share” are to, unless the context indicates otherwise, an ordinary share, with anominal value of HK$0.10, in our share capital.

A property is considered sold after we have executed the purchase contract with a customerand have delivered the property to the customer. All site area and gross floor area (“GFA”)information presented in this offering circular represent the site area and GFA of the entire project,including those attributable to the minority shareholders of our non-wholly owned projectcompanies. References to “sq.m.” are to the measurement unit of square meters.

In this offering circular, a land grant contract refers to a state-owned land use rights grantcontract (國有土地使用權出讓合同) between a developer and the relevant PRC governmental landadministrative authorities, typically the local state-owned land bureaus.

In this offering circular, a land use rights certificate refers to a state-owned land use rightscertificate (國有土地使用證) or a real property certificate (不動產權證) issued by a local realestate and land resources bureau with respect to the land use rights; a construction land planningpermit refers to a construction land planning permit (建設用地規劃許可證) issued by local urbanzoning and planning bureaus or equivalent authorities in China; a construction works planningpermit refers to a construction works planning permit (建設工程規劃許可證) issued by local urbanzoning and planning bureaus or equivalent authorities in China; a construction permit refers to aconstruction works commencement permit (建築工程施工許可證) issued by local constructioncommittees or equivalent authorities in China; a pre-sale permit refers to a commodity propertypre-sale permit (商品房預售許可證) issued by local housing and building administrative bureausor equivalent authorities with respect to the pre-sale of relevant properties; a certificate ofcompletion refers to an inspection and acceptance form of construction completion (竣工驗收備案表); and a property ownership certificate refers to a property ownership certificate (房屋所有權證) (or in certain areas of the PRC, a property ownership and land use rights certificate (房地產權證)) or a real property certificate (不動產權證) issued by a local real estate bureau with respect to theownership rights of the buildings on the relevant land.

Totals presented in this offering circular may not total correctly because of rounding ofnumbers.

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FORWARD-LOOKING STATEMENTS

This offering circular contains forward-looking statements that are, by their nature, subject tosignificant risks and uncertainties. These forward-looking statements include statements relatingto:

• our business, financing and operating strategies;

• our capital expenditure and property development plans;

• the amount and nature of, and potential for, future development of our business;

• our operations and business prospects;

• various business opportunities that we may pursue;

• the interpretation and implementation of the existing rules and regulations relating toland appreciation tax and its future changes in enactment, interpretation or enforcement;

• the prospective financial information regarding our businesses;

• availability and costs of bank loans and other forms of financing;

• our dividend policy;

• projects under development or held for future development;

• the regulatory environment of our industry in general;

• the performance and future developments of the property market in China or any regionin China in which we may engage in property development;

• changes in political, economic, legal and social conditions in China, including thespecific policies of the PRC central and local governments affecting the regions wherewe operate, which affect land supply, availability and cost of financing, pre-sale, pricingand volume of our property development projects;

• significant delay in obtaining the various permits, proper legal titles or approvals for ourproperties under development or held for future development;

• timely repayments by our purchasers of mortgage loans guaranteed by us;

• changes in competitive conditions and our ability to compete under these conditions;

• the performance of the obligations and undertakings of the third-party contractors undervarious construction, building, interior decoration, material and equipment supply andinstallation contracts;

• changes in currency exchange rates; and

• other factors beyond our control.

In some cases, you can identify forward-looking statements by such terminology as “may,”“will,” “should,” “could,” “would,” “expect,” “intend,” “plan,” “anticipate,” “going forward,”“ought to,” “seek,” “project,” “forecast,” “believe,” “estimate,” “predict,” “potential” or “continue”or the negative of these terms or other comparable terminology. Such statements reflect the currentviews of our management with respect to future events, operations, results, liquidity and capitalresources and are not guarantee of future performance and some of which may not materialize ormay change. Although we believe that the expectations reflected in these forward-lookingstatements are reasonable, we cannot assure you that those expectations will prove to be correct,and you are cautioned not to place undue reliance on such statements. In addition, unanticipatedevents may adversely affect the actual results we achieve. Important factors that could cause actualresults to differ materially from our expectations are disclosed under the section entitled “RiskFactors.” Except as required by law, we undertake no obligation to update or otherwise revise anyforward-looking statements contained in this offering circular, whether as a result of newinformation, future events or otherwise after the date of this offering circular. All forward-lookingstatements contained in this offering circular are qualified by reference to the cautionarystatements set forth in this section.

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SUMMARY

This summary does not contain all the information that may be important to you indeciding to invest in the Securities. You should read the entire offering circular, including thesection entitled “Risk Factors” and our consolidated financial statements and related notesthereto, before making an investment decision.

Overview

We are a leading PRC property developer with a sizable and diversified land bank ofapproximately 26.8 million sq.m. GFA in 47 cities across six regions. According to China RealEstate Information Corporation and China Real Estate Appraisal Center, we were ranked 27thamong Chinese property developers nationwide in terms of attributable contracted sales. Wefocus on mass market housing demand and are primarily engaged in the development oflarge-scale residential properties as well as integrated commercial properties.

Headquartered in Shenzhen, the Special Economic Zone adjacent to Hong Kong, we havehistorically focused our property development in the Pearl River Delta region. Ourwell-established position in the Pearl River Delta region is supported by our geographicallydiversified development portfolio, including projects in Shenzhen, Foshan, Guangzhou,Huizhou, Dongguan, Zhongshan, Zhuhai, Yangjiang and Qingyuan. Leveraging our success inthe Pearl River Delta region, we have expanded into other areas in China, including Shanghai,Hangzhou, Taizhou, Suzhou, Zhangjiagang, Ningbo, Nanjing, Changzhou, Shaoxing, Jiaxing,Xuzhou, Hefei and Jiangyin in the Yangtze River Delta region, Chengdu, Chongqing,Pengzhou and Nanchong in the Western China region, Changsha, Hengyang, Wuhan, Ezhou,Xiaogan, Xinzheng, Xinxiang, Luoyang and Zhuzhou in the Central China region, andShenyang, Yingkou, Benxi, Anshan, Liaoyang, Dalian, Dandong, Huludao, Bazhou, Gu’an andQingdao in the Pan-Bohai Bay Rim.

As of December 31, 2019, we had a total of 176 property development projects, includingcompleted properties, properties under development and properties for future development, in47 cities in China. As of December 31, 2019, we had completed properties with a total GFA ofapproximately 27.3 million sq.m., and had a land bank with an estimated total GFA ofapproximately 26.8 million sq.m., including completed properties held for sale with a totalGFA of approximately 2.5 million sq.m., properties under development with an estimated totalGFA of approximately 13.9 million sq.m. and properties for future development with anestimated total GFA of approximately 10.4 million sq.m.

We focus primarily on development of the following:

• Residential properties. Our large-scale residential properties are generally locatedin suburban areas with access to public transport and other urban facilities inselected cities in China. These properties include apartments, serviced apartmentsand townhouses, often with complementary commercial facilities, restaurants andcommunity facilities. The principal target customers for our residential propertiesare middle to upper-middle income households. We often develop our residentialproperties in a number of phases. We believe our multi-phased approach has enabledus to manage our capital resources efficiently and has increased our returns throughthe higher average selling prices which we expect to achieve at subsequentdevelopment phases.

• Commercial properties. Our integrated commercial properties are generally locatedin central business districts in selected cities in China. Our other commercialprojects consist of a mixture of office buildings and retail spaces.

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Our revenue was RMB32,779.3 million, RMB38,705.0 million and RMB48,021.7 million(US$6,897.9 million) in 2017, 2018 and 2019, respectively.

We have historically contracted out construction works of all our development projects toconstruction contractors, and intend to continue to outsource substantially all of ourconstruction works. We cooperate with Centaline and World Union to jointly promote ourdeveloped properties in different regional markets in China. Going forward, we will continueto improve the management of our sales through our dedicated sales team and intend tocontinue to engage professional property sales agencies to provide marketing and salesservices for our properties in China.

We intend to continue to focus on developing residential and commercial properties in thePearl River Delta region and further diversify geographically through expansion into otherpromising markets in China. In addition to our focus on residential and commercialdevelopment projects, we also aim to increase our investment properties and consequentiallyour rental income. We intend to retain certain of our commercial properties for long-terminvestment purposes. In managing our investment property portfolio, we will take into accountthe estimated long-term growth potential, overall market conditions and our cash flows andfinancial conditions.

Our Competitive Strengths

We believe we have the following competitive strengths:

• market leadership in the Pearl River Delta region with a national footprint;

• quality land bank at relatively low cost and supplemented by acquisition byredevelopment;

• responsiveness to market trends and prudent financial management; and

• experienced and long-serving senior management team and continuous recruitmentof management talent.

Our Business Strategies

We aim to continue to grow as a leading property developer with a national presence inkey economic regions in China. We have developed the following business strategies to pursueour growth objectives:

• continue to enhance profit margin from urban redevelopments in Shenzhen and therest of the Pearl River Delta region and achieve further geographical diversificationin China;

• further enhance asset turnover and cost efficiency through standardized productlines and a scalable business model;

• continue to focus on residential mass market and commercial property developmentwhile enhancing property diversification and selectively expanding our land bankand diversify our business; and

• further enhance our brand recognition.

General Information

We were incorporated in the Cayman Islands on August 2, 2007, as an exempted companywith limited liability. Our principal place of business in the PRC is at Room 3306, KerryCenter, Ren Min Nan Road, Luohu, Shenzhen, China. Our place of business in Hong Kong is at30/F, The Center, 99 Queen’s Road, Central, Hong Kong. Our registered office is located atCricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.Our website is www.kaisagroup.com. Information contained on our website does not constitutepart of this offering circular.

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THE OFFERING

Terms used in this summary and not otherwise defined have the meanings given to them inthe section entitled “Terms and Conditions of the Securities.”

Company . . . . . . . . . . . . . . . . . Kaisa Group Holdings Ltd.

Securities to be issued . . . . . . . US$200,000,000 in aggregate principal amount of SeniorPerpetual Capital Securities (the “Securities”)

Offering Price . . . . . . . . . . . . . 100% of the principal amount of the Securities

Issue Date . . . . . . . . . . . . . . . . September 30, 2020

Status of the Securities . . . . . . The Securities are direct, unconditional, unsecured andunsubordinated obligations of the Company and senior inright of payment to any existing and future obligations ofthe Company expressly subordinated in right of payment tothe Securities; and at least pari passu in right of paymentwith all other unsecured, unsubordinated Indebtedness ofthe Company (subject to any priority rights of suchunsecured, unsubordinated Indebtedness pursuant toapplicable law) and effectively subordinated to all existingand future secured obligations of the Company to theextent of the value of the collateral serving as securitytherefor and effectively subordinated to all existing andfuture obligations of the Company’s subsidiaries andpayments with respect to the Securities are structurallysubordinated to liabilities of the Company’s subsidiaries.

Form and Denomination . . . . . . The Securities are issued in registered form in thedenomination of U.S.$200,000 each and higher integralmultiples of U.S.$1,000.

Maturity Date . . . . . . . . . . . . . There is no maturity date.

Distributions . . . . . . . . . . . . . . Subject to Condition 4(D) (Distribution Deferral), theSecurities confer a right to receive distributions (each a“Distribution”) from the Issue Date at the applicableDistribution Rate in accordance with Condition 4.

Subject to Condition 4(D) (Distribution Deferral) ,Distr ibutions shall be payable on the Securit iessemi-annually in arrear on March 30 and September 30 ineach year (each, a “Distribution Payment Date”), in U.S.dollars.

Distribution Rate . . . . . . . . . . . The rate of distribution (“Distribution Rate”) applicable tothe Securities shall be:

(i) in respect of the period from, and including, the IssueDate to, but excluding, September 30, 2023 (the “FirstReset Date”), the Initial Distribution Rate; and

(ii) in respect of the period (A) from, and including theFirst Reset Date, to, but excluding, the Reset Datefalling immediately after the First Reset Date, and (B)from, and including, each Reset Date falling after theFirst Reset Date to, but excluding, the immediatelyfollowing Reset Date, the Relevant Reset DistributionRate,

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provided, in each case, that in the event that the Companydoes not redeem the Securities in accordance withCondition 6(F) (Redemption for Change of ControlTriggering Event) following the occurrence of a Change ofControl Triggering Event and Condition 6(G) (Redemptionfor a Relevant Indebtedness Default Event) following theoccurrence of a Relevant Indebtedness Default Event, thethen-prevailing Distribution Rate, shall be increased by5.00 per cent. per annum with effect from (and including)the 30th day after the occurrence of the Change of ControlTriggering Event or the Relevant Indebtedness DefaultEvent).

Optional Deferral . . . . . . . . . . . The Company may at its sole discretion, elect to defer (inwhole or in part) any Distribution which is otherwisescheduled to be paid on a Distribution Payment Date to thenext Distribution Payment Date by giving notice (an“Optional Deferral Notice”) to the Holders (in accordancewith Condition 14 (Notices) below), the Trustee and thePaying Agent in writing not more than ten nor less than fiveBusiness Days prior to the relevant Distribution PaymentDate unless a Compulsory Distribution Payment Event hasoccurred (an “Optional Deferral Event”).

“Compulsory Distribution Payment Event” means that,during the 3-month period ending on the day before therelevant Distribution Payment Date, either or both of thefollowing have occurred:

(a) a discretionary dividend, discretionary distribution orother discretionary payment has been declared or paidby the Company in respect of any of its ParitySecurities or Junior Securities (except (i) in relationto the Parity Securities of the Company on a pro ratabasis, or (ii) in connection with any employee benefitplan or similar arrangements with or for the benefit ofemployees, officers, directors or consultants of theCompany); or

(b) the Company has at its discretion redeemed, reduced,cancelled, bought back or otherwise acquired any ofits Parity Securities or Junior Securities (except (i) inrelation to the Parity Securities of the Company on apro rata basis, (ii) in connection with any employeebenefit plan or similar arrangements with or for thebenefi t of employees, officers, directors orconsultants of the Company, or (iii) as a result of theexchange or conversion of its Parity Securities for itsJunior Securities);

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Cumulative Deferral . . . . . . . . Any Distribution deferred pursuant to Condition 4(D)(Distribution Deferral) and the terms of the Trust Deedshall constitute “Arrears of Distribution.” The Companymay, at its sole discretion, elect to further defer, in whole orin part, any Arrears of Distribution by complying with theforegoing notice requirement applicable to any deferral ofDistribution. The Company is not subject to any limits as tothe number of times Distributions and Arrears ofDistribution can be deferred pursuant to Condition 4 (D)(Distribution Deferral) provided that the covenants set outin Condition 4(D)(v) shall be complied with until alloutstanding Arrears of Distribution and AdditionalDistribution Amount have been paid in full.

Each amount of Arrears of Distribution shall accrueDistribution as if it constituted the principal of theSecurities at the prevailing Distribution Rate and theamount of such Distribution (the “Additional DistributionAmount”) with respect to Arrears of Distribution shall becalculated by applying the applicable Distribution Rate tothe amount of the Arrears of Distribution and otherwisemutatis mutandis as provided in the foregoing provisionsdescribed in Condition 4 (Distribution). The AdditionalDistribution Amount accrued up to any DistributionPayment Date shall be added (for the purpose ofcalculating the Additional Distribution Amount accruingthereafter) to the amount of Arrears of Distributionremaining unpaid on such Distribution Payment Date sothat it will itself become Arrears of Distribution.

Restrictions in the case ofDeferral . . . . . . . . . . . . . . . .

If, on any Distribution Payment Date, payment of allDistribution payments scheduled to be made on such date(including any Distribution accrued but unpaid on theSecurities, any Arrears of Distribution and any AdditionalDistribution Amount) is not made in full, the Company orany of its Subsidiaries shall not:

(a) declare or pay any discretionary dividend,discretionary distributions or other discretionarypayment, and will procure that no discretionarydividend, discretionary distribution or discretionarypayment is made, on any Parity Securities or JuniorSecurities of the Company (except (i) in relation tothe Parity Securities of the Company on a pro ratabasis, or (ii) in connection with any employee benefitplan or similar arrangements with or for the benefit ofemployees, officers, directors or consultants); or

(b) at its discretion redeem, reduce, cancel, buy-back orotherwise acquire for any consideration any ParitySecurities or Junior Securities of the Company(except (i) in relation to the Parity Securities of theCompany on a pro rata basis, (ii) in connection withany employee benefit plan or similar arrangementswith or for the benefit of employees, officers,directors or consultants, or (iii) as a result of theexchange or conversion of such Parity Securities forits Junior Securities),

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in each case, unless and until (x) the Company has satisfiedin full all outstanding Arrears of Distribution andAdditional Distribution Amount; or (y) the Company ispermitted to do so by a n Extraordinary Resolution (asdefined in the Trust Deed) of the Holders.

Satisfaction of Arrears ofDistribution by payment . . . .

The Company may (i) satisfy any Arrears of Distributionand Additional Distribution Amount (in whole or in part) atany time by giving notice of such election to the Holders(in accordance with Condition 14 (Notices) below), theTrustee and the Paying Agent in writing not more than tennor less than five Business Days prior to the proposedpayment date specified in such notice (which notice shallbe irrevocable and shall oblige the Company to pay therelevant Arrears of Distr ibution and Addit ionalDistribution Amounts, on the payment date specified insuch notice); and (ii) shall satisfy all outstanding Arrearsof Distribution and Additional Distribution Amount (inwhole but not in part) on the earliest of:

(a) the date of redemption of the Securities in accordancewith the redemption events described in Condition6(B) (Redemption for Taxation Reasons), Condition6(C) (Redemption at the Option of the Company),Condition 6(D) (Redemption in the case of MinimalOutstanding Amount), Condition 6(E) (Redemptionon an Equity Disqualification Event), and Condition6(F) (Redemption for Change of Control TriggeringEvent);

(b) the next Distribution Payment Date following theoccurrence of a breach of the obligations underCondition 4(D)(v) (Restrictions in the case ofDeferral) or the occurrence of a CompulsoryDistribution Payment Event; and

(c) the date on which an order is made or an effectiveresolution is passed for the Winding-Up of theCompany.

Any partial payment of outstanding Arrears of Distributionand any Additional Distribution Amount by the Companyshall be distributed to the Holders of all outstandingSecurities on a pro rata basis.

No Default . . . . . . . . . . . . . . . Notwithstanding any other provision set forth herein or inthe Trust Deed, the deferral of any Distribution payment inaccordance with Condition 4 (Distribution) shall notconstitute a Default for any purpose on the part of theCompany under the Securities or for any other purpose.

Taxation . . . . . . . . . . . . . . . . . All payments made by the Company under or in respect ofthe Securit ies will be made without deduction orwithholding for or on account of any present or futuretaxes, duties, assessments or governmental charges ofwhatever nature imposed or levied by or within a RelevantJurisdiction, or the jurisdiction through which paymentsare made or any political subdivision or taxing authoritythereof or therein (each, together with a RelevantJurisdict ion, a “Taxing Jurisdict ion”), unless suchwithholding or deduction is required by law or byregulation or governmental policy having the force of law.

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In such event, the Company will, subject to the limitedexceptions specified in Condition 7 (Taxation), pay suchadditional amounts as will result in the receipt by theHolders of the net amounts after such deduction orwithholding equal to the amounts which would otherwisehave been receivable by them had no such deduction orwithholding been required.

Redemption for TaxationReasons . . . . . . . . . . . . . . . .

The Securities may be redeemed at the option of theCompany, at any time, in whole but not in part, upon givingnot less than 30 nor more than 60 days’ notice to theholders of the Securities, the Paying Agent and the Trustee,at a redemption price equal to 100% of the principalamount thereof plus any Distributions (including anyArrears of Distribution and Additional DistributionAmounts) accrued to, but excluding, the date fixed forredemption and any Additional Amounts (as defined belowunder Condition 7 (Taxation)) if, as a result of any changein or amendment to the laws of a Relevant Jurisdiction orany regulations or rulings promulgated thereunder, or anychange in the official interpretation or official applicationof such laws, regulations or rulings, which change oramendment (i) in the case of the Company becomeseffective on or after the Date and (ii) in the case of anysuccessor to the Company that is organised or tax residentin a jurisdiction that is not a Relevant Jurisdiction as of theIssue Date of the Securities, as the case may be, becomeseffective on or after the date such successor assumes theCompany’s obligations under the Securities, the AgencyAgreement and the Trust Deed.

Redemption at the Option of theCompany . . . . . . . . . . . . . . .

On the First Reset Date or any Business Day after the FirstReset Date, the Company may redeem the Securities, inwhole but not in part, upon not less than 30 nor more than60 days’ notice to the holders of Securities (which noticeshall be irrevocable), the Paying Agent and the Trustee, at aredemption price equal to the principal amount thereof plusany Distributions (including any Arrears of Distributionand Additional Distribution Amounts) accrued to, butexcluding, the date fixed for redemption.

Redemption in the case ofMinimal Outstanding Amount

The Securities may be redeemed at the option of theCompany, in whole but not in part, at any time, upon notless than 30 nor more than 60 days’ notice to the holders ofthe Securities (which notice shall be irrevocable), thePaying Agent and the Trustee at a redemption price equal to100% of the outstanding principal amount of the Securitiesplus any Distributions (including any Arrears ofDistribution and Additional Distribution Amounts) accruedto, but excluding, the date fixed for redemption, if,immediately before giving such notice, the aggregateprincipal amount of the Securities outstanding is less than20% of the aggregate principal amount originally issued(together with any addit ional securit ies issued inaccordance with the Trust Deed as described underCondition 13 (Further Issues)).

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Redemption on an EquityDisqualification Event . . . . . .

The Securities may be redeemed at the option of theCompany, in whole but not in part, at any time, upon notless than 30 nor more than 60 days’ notice to the holders ofSecurities (which notice shall be irrevocable), the PayingAgent and the Trustee, at a redemption price equal to (i) ifthe redemption date falls prior to the First Reset Date,101% of the outstanding principal amount of the Securitiesor (ii) if the redemption date falls on or after the First ResetDate, 100% of the outstanding principal amount of theSecurities, in each case plus any Distributions (includingany Arrears of Distribution and Additional DistributionAmounts) accrued to, but excluding, the date fixed forredemption, if, immediately before giving such notice, theCompany certifies to the Trustee in an Officers’ Certificatethat as a result of any change or amendment to, or changeor amendment to any interpretation of, GAAP or any otheraccounting standards that may replace GAAP for thepurposes of the consolidated financial statements of theCompany (the “Relevant Accounting Standard”), theSecurities, in whole or in part, must not or must no longerbe recorded as “equity” of the Company pursuant to theRelevant Accounting Standard (an “Accounting Event”);provided that such date for redemption shall be no earlierthan the last day before the date on which the Securitiesmust not or must no longer be so recorded as “equity” ofthe Company pursuant to the Relevant AccountingStandard.

Redemption for Change ofControl Triggering Event . . . .

The Securities may be redeemed at the option of theCompany, in whole but not in part, at any time, upon notless than 30 nor more than 60 days’ notice to the holders ofthe Securities (which notice shall be irrevocable), thePaying Agent and the Trustee, at a redemption price equalto (i) if the redemption date falls prior to the First ResetDate, 101% of the outstanding principal amount of theSecurities or (ii) if the redemption date falls on or after theFirst Reset Date, 100% of the outstanding principal amountof the Securities, in each case plus any Distributions(including any Arrears of Distribution and AdditionalDistribution Amounts) accrued to, but excluding, the datefixed for redemption, if, immediately before giving suchnotice, the Company delivers an Officers’ Certificate to theTrustee stating that a Change of Control Triggering Eventhas occurred describing the transaction or transactions thatconstitute the Change of Control Triggering Event.

Redemption for a RelevantIndebtedness Default Event . .

The Securities may be redeemed at the option of theCompany, in whole but not in part, at any time, upon notless than 30 nor more than 60 days’ notice to the holders ofSecurities (which notice shall be irrevocable), the PayingAgent and the Trustee, at a redemption price equal to 100%of the outstanding principal amount of the Securities, plusany Distributions (including any Arrears of Distributionand Additional Distribution Amounts) accrued to, butexcluding, the date fixed for redemption, upon theoccurrence of a Relevant Indebtedness Default Event.

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Prior to the publication of any such notice of redemption,the Company shall deliver to the Trustee the Officers’Certificate stating that the conditions precedent to the rightof redemption have occurred.

The Trustee shall be entitled to conclusively without anyliability rely upon and accept such Officers’ Certificate assufficient evidence of the satisfaction of the circumstancesset out above, in which event they shall be conclusive andbinding on the holders of the Securities.

Use of Proceeds . . . . . . . . . . . We intend to use the net proceeds of the offering of theSecurities to refinance our existing medium to long termoffshore indebtedness which will become due within oneyear.

Limited Rights to InstituteProceedings . . . . . . . . . . . . .

The right to institute Winding-Up proceedings is limited tocircumstances where payment has become due. In the caseof any Distribution, such Distribution will not be due if theCompany has elected to defer that Distribution pursuant toCondition 4(D) (Distribution Deferral).

Proceedings for Winding-Up . . . Upon (i) an order being made or an effective resolutionbeing passed for the Winding-Up of the Company or (ii)subject to Condition 4(D), the Company failing to makepayment in respect of the Securities, as the case may be, fora period of ten days or more after the date on which suchpayment is due, the Company shall be deemed to be indefault under the Trust Deed and the Securities and theTrustee may, subject to the provisions of Condition 8(D)(Entitlement of Trustee), institute proceedings for theWinding-Up of the Company and/or prove in theWinding-Up of the Company and/or claim in theliquidation of the Company for such payment.

Delivery of the Securities . . . . . The Company expects to make delivery of the Securities,against payment in same-day funds on or about September30, 2020, which the Company expects will be the fifthbusiness day following the date of this offering circularreferred to as “T+5” Investors should note that initialtrading of the Securities may be affected by the “T+5”settlement.

Ratings . . . . . . . . . . . . . . . . . . The Securities are expected to be rated “B2” by Moody’s. Arating is not recommendation to buy, sell or hold theSecurities and may be subject to suspension, reduction orwithdrawal at any time by the assigning rating agencies.

Trustee . . . . . . . . . . . . . . . . . . Citicorp International Limited

Paying Agent, CalculationAgent and Transfer Agent . . .

Citibank, N.A., London Branch

Registrar . . . . . . . . . . . . . . . . . Citibank, N.A., London Branch

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Listing. . . . . . . . . . . . . . . . . . . Application will be made to the SGX-ST for the listing andquotation of the Securities on the SGX-ST. For so long asthe Securities are listed on the SGX-ST and the rules of theSGX-ST so require, the Securities, if traded on theSGX-ST, will be traded in a minimum board lot size ofS$200,000 (or its equivalent in foreign currencies).Accordingly, the Securities, if traded on the SGX-ST, willbe traded in a minimum board lot size of US$200,000.

Governing Law . . . . . . . . . . . . The Securities, the Trust Deed and the Agency Agreementand any non-contractual obligations arising out of or inconnection with them will be governed by, and will beconstrued in accordance with, the laws of England.

Risk Factors . . . . . . . . . . . . . . . For a discussion of certain factors that should beconsidered in evaluating an investment in the Securities,see “Risk Factors.”

Clearance and Settlement . . . . . The Securities have been accepted for clearance byEuroclear and Clearstream under the following codes:

ISIN Common Code

XS2238208917 223820891

The Securities will be represented by beneficial interests inthe Global Certificate, which will be registered in the nameof a nominee of, and deposited on the Issue Date with acommon depositary for, Euroclear and Clearstream.Beneficial interests in the Global Certificate will be shownon and transfers thereof will be effected only throughrecords maintained by Euroclear and Clearstream. Exceptas described herein, certificates for Securities will not beissued in exchange for beneficial interests in the GlobalCertificate.

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Summary Consolidated Financial and Other Data

The following table presents our summary financial and other data. The summaryconsolidated statement of profit or loss and other comprehensive income data for 2017, 2018and 2019 and the summary consolidated statement of financial position data as of December31, 2017, 2018 and 2019 set forth below (except for EBITDA data) have been derived from ourconsolidated financial statements as of and for the year ended December 31, 2018 and 2019 asaudited by Grant Thornton Hong Kong Limited, Certified Public Accountants, and are includedelsewhere in this offering circular. Our financial results for any past period are not, and shouldnot be taken as, an indication of our performance, financial position or results of operations infuture periods. Our financial statements have been prepared and presented in accordance withHKFRS, which differ in certain respects from generally accepted accounting principles inother jurisdictions. The summary financial data below should be read in conjunction with thesection entitled “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” and our consolidated financial statements and the notes to those statementsincluded elsewhere in this offering circular.

Summary Consolidated Statement of Profit or Loss and Other Comprehensive Incomeand Other Financial Data

For the year ended December 31,

2017 2018 2019

(RMB in thousands) (RMB in thousands) (RMB in thousands) (US$ in thousands)(Unaudited)

Revenue . . . . . . . . . . . . . . . . . . . 32,779,347 38,704,967 48,021,685 6,897,883Cost of sales . . . . . . . . . . . . . . . . (23,845,129) (27,576,209) (34,191,622) (4,911,319)

Gross profit . . . . . . . . . . . . . . . . 8,934,218 11,128,758 13,830,063 1,986,564Other gains and (losses), net . . . . . . (123,454) (638,696) (677,844) (97,366)Net gain on deemed disposals of

subsidiaries . . . . . . . . . . . . . . . — 2,912,593 2,460,638 353,448Net gain on disposals of subsidiaries. — — 245,581 35,276Selling and marketing costs . . . . . . (896,012) (1,262,466) (1,996,166) (286,731)Administrative expenses . . . . . . . . (2,501,232) (2,601,078) (3,350,817) (481,315)Net fair value gain on investment

properties . . . . . . . . . . . . . . . . 2,088,849 212,374 178,419 25,628Fair value loss on financial

derivatives . . . . . . . . . . . . . . . . (969,204) — (82,191) (11,806)Loss on step acquisition of

a subsidiary . . . . . . . . . . . . . . . (146,258) — — —

Operating profit . . . . . . . . . . . . . 6,386,907 9,751,485 10,607,683 1,523,698Share of results of associates . . . . . 31,685 239,913 92,619 13,304Share of results of joint ventures . . . 37 (48,726) (197,697) (28,397)Finance income/(costs), net . . . . . . 247,798 (2,170,787) (1,035,002) (148,669)

Profit before income tax . . . . . . . 6,666,427 7,771,885 9,467,603 1,359,936Income tax expenses . . . . . . . . . . . (3,622,579) (4,477,629) (5,303,595) (761,814)

Profit for the year . . . . . . . . . . . . 3,043,848 3,294,256 4,164,008 598,122

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For the year ended December 31,

2017 2018 2019

(RMB in thousands) (RMB in thousands) (RMB in thousands) (US$ in thousands)(Unaudited)

Other comprehensive (loss)/income, includingreclassification adjustmentsExchange differences on

translation of foreign operations (6,387) 6,641 (25,165) (3,615)

Other comprehensive (loss)/incomefor the year, includingreclassification adjustments . . . . (6,387) 6,641 (25,165) (3,615)

Total comprehensive incomefor the year . . . . . . . . . . . . . . . 3,037,461 3,300,897 4,138,843 594,507

Profit/(loss) for the yearattributable to:

Owners of the Company . . . . . . . . 3,284,889 2,750,206 4,594,265 659,925Non-controlling interests . . . . . . . . (241,041) 544,050 (430,257) (61,803)

3,043,848 3,294,256 4,164,008 598,122

Total comprehensive income/(loss)attributable to:Owners of the Company . . . . . . . 3,283,297 2,734,394 4,578,816 657,706Non-controlling interests . . . . . . . (245,836) 566,503 (439,973) (63,199)

3,037,461 3,300,897 4,138,843 594,507

Other Financial DataEBITDA(1) . . . . . . . . . . . . . . . . 9,918,282 15,132,772 16,876,565 2,424,167

EBITDA margin(2) . . . . . . . . . . 30.3% 39.1% 35.1% 35.1%

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(1) EBITDA for any period consists of profit or loss for the period before changes in fair value of investmentproperties, changes in fair value of financial derivatives, net fair value change on financial assets at fair valuethrough profit or loss (“FVTPL”), waiver of other payables, net gain on repurchase of senior notes, net financecost (excluding net exchange gains/losses), net exchange gains/losses, impairment loss on intangible assets,impairment loss on interest in an associate, impairment loss on goodwill, loss on derecognition of interest in anassociate, provisions for expected credit loss, capitalized interest charged to cost of sales, income tax expense,depreciation of property, plant and equipment and right-of-use assets, amortization of intangible assets,amortization of land use rights, share-based payments and write down of completed properties held for sale,provisions for properties under development, write off of intangible assets, gain on disposal of financial assetsat FVTPL, loss on disposal of investment properties, loss on disposal of deposits for land acquisitions and(gain)/loss on disposal of property, plant and equipment. EBITDA is not a standard measure under HKFRS.EBITDA is a widely used financial indicator of a company’s ability to service and incur debt. EBITDA shouldnot be considered in isolation or construed as an alternative to cash flows, net income or any other measure offinancial performance or as an indicator of our operating performance, liquidity, profitability or cash flowsgenerated by operating, investing or financing activities. In evaluating EBITDA, we believe that investorsshould consider, among other things, the components of EBITDA such as sales and operating expenses and theamount by which EBITDA exceeds capital expenditures and other charges. We have included EBITDA becausewe believe it is a useful supplement to cash flow data as a measure of our performance and our ability togenerate cash flow from operations to cover debt service and taxes. EBITDA presented herein may not becomparable to similarly titled measures presented by other companies. Investors should not compare ourEBITDA to EBITDA presented by other companies because not all companies use the same definition. See thesection entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Non-GAAP Financial Measures” for a reconciliation of our profit or loss for the year under HKFRS to ourdefinition of EBITDA. Investors should also note that EBITDA as presented herein is calculated differently fromConsolidated EBITDA as defined and used in the indentures governing the Existing Notes, in particular,EBITDA as presented herein does not exclude EBITDA of our Unrestricted Subsidiaries or EBITDA of our PRCsubsidiaries, which cannot freely distribute dividends. Interest expense excludes amounts capitalized.

(2) EBITDA margin is calculated by dividing EBITDA by revenue.

Summary Consolidated Statement of Financial Position Data

As of December 31,

2017 2018 2019

(RMB in thousands) (RMB in thousands) (RMB in thousands) (US$ in thousands)(unaudited)

AssetsNon-current assets . . . . . . . . . . . 53,558,098 65,915,004 80,314,972 11,536,524Current assets . . . . . . . . . . . . . . 159,830,069 163,113,036 190,587,390 27,376,166

Total assets . . . . . . . . . . . . . . . . . 213,388,167 229,028,040 270,902,362 38,912,690

Equity and LiabilitiesNon-current liabilities . . . . . . . . 93,515,966 96,278,821 91,427,400 13,132,724Current liabilities . . . . . . . . . . . 89,874,051 96,409,907 123,768,389 17,778,217

Total liabilities . . . . . . . . . . . . . . 183,390,017 192,688,728 215,195,789 30,910,941Total equity . . . . . . . . . . . . . . . 29,998,150 36,339,312 55,706,573 8,001,749

Total equity and liabilities . . . . . . . 213,388,167 229,028,040 270,902,362 38,912,690

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RISK FACTORS

You should carefully consider the risks and uncertainties described below and otherinformation contained in this offering circular before making an investment decision. The risks anduncertainties described below may not be the only ones that we face. Additional risks anduncertainties tha