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。 本公告僅供參考，並不構成要約收購、購買或認購證券的邀請或招攬，或就作 出上述行動訂立協議的邀請，亦不擬用作要約收購、購買或認購任何證券的邀 請。 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（「聯交所」）證券上市規則（「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二零一九年七月十七日之公告（「該公 告」），內容有關發行票據。除另有界定者外，本公告所用所有詞彙與該公告所 界定者具有相同涵義。 請參閱隨附之日期為二零一九年七月十六日有關票據的發售備忘錄（「發售備 忘錄」），其已於二零一九年七月二十四日在新交所網站刊發。 在聯交所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。 – 1 – 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。 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 主席兼執行董事 郭英成 香港，二零一九年七月二十九日 於本公告日期，執行董事為郭英成先生、孫越南先生、鄭毅先生、麥帆先生及 翁昊先生；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 – 2 – STRICTLY CONFIDENTIAL – DO NOT FORWARD THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering memorandum following this page. You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached offering memorandum. In accessing the attached offering memorandum, you agree to be bound by the following terms and conditions including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: You have accessed the attached document on the basis that you have confirmed your representation to Credit Suisse (Hong Kong) Limited, Deutsche Bank AG, Singapore Branch, Barclays Bank PLC, BOCI Asia Limited, China CITIC Bank International Limited, Haitong International Securities Company Limited, Guotai Junan Securities (Hong Kong) Limited, Kaisa Securities Limited and Founder Securities (Hong Kong) Capital Company Limited (the “Initial Purchasers”) that (l) you and any customers you represent are outside the United States and to the extent you purchase the securities described in the attached offering memorandum, you will be doing so pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) AND (2) that you consent to delivery of the attached offering memorandum and any amendments or supplements thereto by electronic transmission. The attached document is not a prospectus for the purposes of the European Union’s Directive 2003/71/EC (and any amendments thereto) as implemented in member states of the European Economic Area (the “EU Prospectus Directive”). The attached document has been prepared on the basis that all offers of the securities made to persons in the European Economic Area will be made pursuant to an exemption under the EU Prospectus Directive from the requirement to produce a prospectus in connection with offers of the securities. The communication of the attached document and any other document or materials relating to the issue of the securities offered thereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’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, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), or within Article 43 of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the securities offered thereby are only available to, and any investment or investment activity to which the attached document relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on the attached document or any of its contents. Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (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 market assessment in respect of the Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). 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 Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (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 Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. PROHIBITION OF SALES TO EEA RETAIL INVESTORS. The attached document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Initial Purchasers or any person who controls them or any of their directors, employees, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS. Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the issuer of the securities or to the Initial Purchasers to subscribe for or purchase any of the securities described therein and access has been limited so that it shall not constitute a general advertisement or solicitation in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be described to be made by the Initial Purchasers or their respective affiliates on behalf of the issuer in such jurisdiction. You are reminded that you have accessed the attached offering memorandum on the basis that you are a person into whose possession such offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver such offering memorandum, electronically or otherwise, to any other person. If you have gained access to this transmission 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 by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. YOU ARE NOT AUTHORIZED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING MEMORANDUM IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERING MEMORANDUM, IN WHOLE OR IN PART, IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A 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