Zhongsheng Group Holdings Limited

Zhongsheng Group Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 881) HK$4,700,000,000 Zero Coupon Convertible Bonds due 2023 Issue Price: 100.00 per cent. The HK$4,700,000,000 aggregate principal amount of zero coupon Convertible Bonds due 2023 (the ‘‘Bonds’’) will be issued by Zhongsheng Group Holdings Limited (the ‘‘Issuer’’, the ‘‘Company’’ or ‘‘we’’). The Bonds constitute direct, unsubordinated, unconditional and, subject to Condition 4 of the Terms and Conditions of the Bonds (the ‘‘Terms and Conditions’’ or the ‘‘Conditions’’), unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by mandatory provisions of applicable law and subject to Condition 4 of the Terms and Conditions, at all times rank at least equally with all of the Issuer’s other present and future unsecured and unsubordinated obligations. Each Bond will, at the option of the holder, be convertible (unless previously redeemed, converted or purchased and cancelled) on or after 3July2018 until and including 12 May 2023 into fully paid ordinary shares of par value of HK$0.0001 each in the issued and paid up capital of the Issuer (the ‘‘Shares’’)ataninitialconversionpriceof HK$30.0132 per Share (the ‘‘Initial Conversion Price’’). The Initial Conversion Price is subject to adjustment in the circumstances described under ‘‘Terms and Conditions of the Bonds — Conversion’’. The closing price of the Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Hong Kong Stock Exchange’’) on 3May2018 was HK$22.75 per Share. Pursuant to the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations(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) (the ‘‘NDRC Circular’’) issued by the National Development and Reform Commission of the PRC (as defined below) or its local counterparts (the ‘‘NDRC’’) and which came into effect on 14 September 2015, and any implementation rules, reports, certificates or guidelines as issued by the NDRC from time to time, the Issuer has registered the issuance of the Bonds with the NDRC and obtained a certificate from the NDRC on 9 March 2018 evidencing such registration which, at the date of this Offering Circular, remains valid and in full force and effect. The Issuer intends to file or cause to be filed with the NDRC the requisite information and documents within the prescribed timeframe after the Issue Date. Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed on 23 May 2023 (the ‘‘Maturity Date’’) at 114.63 per cent. of their principal amount. The Company may at any time prior to the Maturity Date redeem in whole, but not in part, the Bonds for the time being outstanding at their principalamount provided that prior to the date of such notice at least 90 per cent. in principal amount of the Bonds originally issued has already been converted, redeemed or purchased and cancelled. At any time the Issuer may, on giving not less than 30 nor more than 60 days’ notice to the Bondholders (which notice shall be irrevocable) redeem the Bonds in whole but not in part if (i) the Company has or will become obliged to pay additional tax amounts as a result of any change in, or amendment to, the laws or regulations or rulings of any relevant tax jurisdiction, or any change in the general application or official interpretation of or the standing of an official position with respect to, such laws, regulations or rulings, which change or amendment becomes effective or official position is announced, on or after 3May2018 and (ii) such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no Tax Redemption Notice shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Tax Amounts were a payment in respect of the Bonds then due. Bondholders have the right to require redemption of their Bonds, all or some only, at their principal amount upon the occurrence of a Change of Control event. In the event the Shares cease to be listed or admitted to trading or suspended for trading for a period equal to or exceeding 30 consecutive trading days on the Hong Kong Stock Exchange or any alternative stock exchange, Bondholders have the right to require the Company to redeem all or some only of their Bonds at their principal amount. At any time after three years from the Closing Date and prior to the Maturity Date, the Issuer may redeem in whole but not in part, an amount in respect of each Bond, together with unpaid accrued interest, which represents a gross yield of 2.75% per annum for the holders of the Bonds, calculated on a semi-annual basis up to the Maturity Date by an independent investment bank (the ‘‘Early Redemption Amount’’), if the Closing Price of the Shares for each of any 20 trading days within a period of 30 consecutive trading days, the last of which occurs not more than five trading days prior to thedateuponwhich notice of such redemption was published, is at least 130% of the applicable Early Redemption Amount divided by the then prevailing Conversion Ratio, and the applicable redemption date does not fall within a Closed Peirod. See ‘‘Terms and Conditions of the Bonds — Redemption, Purchase and Cancellation’’. Application has been submitted to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Bonds by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and in the Securities and Futures Ordinance (Cap. 571 the laws of Hong Kong) (the ‘‘SFO’’)) (together, ‘‘Professional Investors’’) only. Application for the listing of the Shares issuable on conversion has been submitted to the Hong Kong Stock Exchange. The Offering Circular is for distribution to Professional Investors only. Investors should not purchase the Bonds in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The Bonds are only suitable for Professional Investors. The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this document to Professional Investors only have been reproduced in this document. Listing of the Bonds on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Bonds or the Shares or the Issuer or quality of disclosure in this document. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this Offering Circular, make no representation as to its accuracy, or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contentsofthisOffering Circular. Investing in the Bonds and the Shares involves certain risks. See ‘‘Risk Factors’’ beginning on page 17 for a discussion of certain factors to be considered in connection with an investment in the Bonds. The Bonds and the Shares to be issued upon conversion of the Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’) and, subject to certain exceptions, may not be offered or sold within the United States. For a description of these and certain further restrictions on offers and sales of the Bonds and the Shares to be issued upon conversion of the Bonds and the distribution of this Offering Circular, see ‘‘Subscription and Sale’’. MiFID II product governance/Professional investors and ECPs only target market — For the purposes of Directive EU 2014/65/EU (as amended, ‘‘MiFID II’’), the target market in respect of the Bonds is expected to be eligible counterparties and professional clients only, each as defined in MiFID II. Any person offering, selling or recommending the Bonds (a ‘‘distributor’’) should take into consideration such target market; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds and determining appropriate distribution channels. PRIIPs Regulation/Prohibition of sales to EEA retail investors — The Bonds 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 MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, 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 informationdocument required by Regulation (EU) No 1286/2014 (as amended, the ‘‘PRIIPs Regulation’’) for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The Bonds will be represented by beneficial interests in a global certificate (the ‘‘Global Certificate’’) in registered form, which will be registered in the name of a nominee of, and shall be deposited on or about 23 May 2018 (the ‘‘Issue Date’’), with a common depositary for, Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking S.A.

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