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Powerlong Real Estate Holdings Limited 寶龍地產控股有限公司 （於開曼群島註冊成立之有限責任公司） （股份代號： 1238）

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Powerlong Real Estate Holdings Limited 寶龍地產控股有限公司 （於開曼群島註冊成立之有限責任公司） （股份代號： 1238） 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佈的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈 全部或任何部份內容而產生或因依賴該等內容而引致的任何損失承擔任何責 任。 本公佈僅供參考，並不構成收購、購買或認購證券的邀請或招攬要約，或訂立 協議以作出任何上述事宜的邀請，亦非旨在邀請任何收購、購買或認購任何證 券的要約。 本公佈不會於美國境內或帶進美國直接或間接分派。本公佈及其所載資料並不 構成於美國境內購買、認購或出售證券的要約或其中一部分。除非已根據1933 年美國證券法（經修訂）（「證券法」）登記，或根據該登記規定獲適當豁免，否則 一概不可於美國境內提呈發售或出售證券。本公佈提述的證券未曾且不會根 據證券法登記，亦不會於美國境內公開發售證券。本公佈所述證券將根據所有 適用法例及法規出售。本公佈或其所載資料並非旨在招攬金錢、證券或其他代 價，而倘為回應本公佈或其所載資料而寄出金錢、證券或其他代價，則不會獲 接納。 POWERLONG REAL ESTATE HOLDINGS LIMITED 寶龍地產控股有限公司 （於開曼群島註冊成立之有限責任公司） （股份代號：1238） 海外監管公佈 本海外監管公佈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條而發表。 茲提述寶龍地產控股有限公司（「本公司」）日期均為2018年 1 月 30日就建議發行 可換股債券而發表的公佈（「該公佈」）。除另有界定外，本公佈所用的全部詞彙 與該公佈所界定者具有相同涵義。 – 1 – 請參閱隨附有關可換股債券的發售通函（「發售通函」），發售通函已於2018年 2 月 14日同步在新加坡證券交易所有限公司網站刊登。 在聯交所網站登載發售通函僅為促進向香港投資者平等發佈信息以及遵守上 市規則第13.10B條，概無任何其他目的。 發售通函並不構成向任何司法權區的公眾人士要約出售任何證券的招股章 程、通知、通函、冊子或廣告，亦非邀請公眾人士作出認購或購買任何證券的 要約，且並非刻意邀請公眾人士作出認購或購買任何證券的要約。 發售通函不得視為勸誘認購或購買本公司任何證券，亦不擬作出有關勸誘。不 應根據發售通函所載資料作出任何投資決定。 承董事會命 寶龍地產控股有限公司 主席 許健康 香港，2018年 2 月 19日 於本公佈日期，執行董事為許健康先生、許華芳先生、肖清平先生、施思妮女士 及張洪峰先生；非執行董事為許華芬女士；及獨立非執行董事為魏偉峰博士、 梅建平博士及丁祖昱博士。 – 2 – IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE PERSONS OUTSIDE THE UNITED STATES IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the offering circular attached to this e-mail. You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached offering circular. In accessing the attached offering circular, 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 the Company as a result of such access. Confirmation of Your Representation: By accepting the email and accessing the attached document you shall be deemed to have represented to Merrill Lynch (Asia Pacific) Limited, Credit Suisse (Hong Kong) Limited, The Hongkong and Shanghai Banking Corporation Limited and UBS AG Hong Kong Branch (the “Managers”) that (1) you are not in the United States and, to the extent you purchase the securities described in the attached offering circular, you will be doing so pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and (2) you consent to the delivery of the attached offering circular and any amendments or supplements thereto by electronic transmission. 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 Issuer of the securities or the Managers or any of their respective 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. The Managers will provide a hard copy version to you upon request. Restrictions: The attached document is an offering circular and is being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described herein. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. 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 SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. 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 the Issuer of the securities or the Managers 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 underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Managers and their respective 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 this offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this document, 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 communication, 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 AUTHORISED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Offering Circular STRICTLY CONFIDENTIAL Powerlong Real Estate Holdings Limited (incorporated with limited liability under the laws of the Cayman Islands) HK$1,990,000,000 Zero Coupon Convertible Bonds due 2019 convertible into ordinary shares of Powerlong Real Estate Holdings Limited Issue Price: 100.00% The HK$1,990,000,000 Zero Coupon Convertible Bonds due 2019 (the “Bonds”) will be issued by Powerlong Real Estate Holdings Limited (the “Issuer”orthe “Company”). The issue price of the Securities shall be 100.00% of the aggregate principal amount of the Bonds and the denominations of the Bonds shall be HK$2,000,000 and integral multiples of HK$1,000,000 in excess thereof. The Bonds constitute direct, unconditional, unsubordinated and secured obligations of the Issuer guaranteed by the Subsidiary Guarantors and the JV Subsidiary Guarantors (each as defined in the terms and conditions of the Bonds (the “Terms and Conditions of the Bonds”)). None of the Issuer’s subsidiaries that are organised under the laws of the People’s Republic of China (the “PRC”) will guarantee the Bonds. The obligations of the Issuer under the Bonds and of the Subsidiary Guarantors (as defined in the Terms and Conditions of the Bonds) under the Subsidiary Guarantees (as defined in the Terms and Conditions of the Bonds) will be secured ratably and on a pari passu basis with the obligations of the obligors under the Senior Notes (as defined in the Terms and Conditions of the Bonds), the 2016 Facility (as defined in the Terms and Conditions of the Bonds) and the 2017 Facility (as defined in the Terms and Conditions of the Bonds)by the Collateral (as defined in the Terms and Conditions of the Bonds). Each Bond will, at the option of the holder, be convertible (unless previously redeemed or purchased and cancelled) at any time on and after the date which is 41 days after the Issue Date up to the close of business (at the place where the Certificate (as defined in Terms and Conditions of the Bonds) evidencing such Bond is deposited for conversion) on the date falling seven days prior to the Maturity Date (as defined in the Terms and Conditions of the Bonds) (both days inclusive) (but, except as provided in the Conditions (as defined in the Terms and Conditions of the Bonds), in no event thereafter) or, if such Bond shall have been called for redemption before the Maturity Date, then up to and including the close of business (at the place aforesaid) on a date no later than seven days (at the place aforesaid) prior to the date fixed for redemption thereof. The Bonds will be convertible at the option of the holder into fully paid ordinary shares of HK$0.01 each of the Issuer (the “Shares”) at an initial conversion price of HK$5.4463 per Share. The 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 “HKSE”) on 29 January 2018 was HK$4.41 per Share. Unless previously redeemed, converted or purchased and cancelled, the Issuer will redeem each Bond at 102.77 per cent. of its principal amount on the 11 February 2019. The Bonds may be redeemed, at the option of the Issuer in whole, but not in part, at their Early Redemption Amount (as defined in the Terms and Conditions of the Bonds), if the Issuer has or will become obliged to pay additional amounts as a result of any change in, or amendment to, the laws or regulations of Hong Kong, Cayman Islands or PRC or, in each case, any political subdivision or any authority having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 29 January 2018, and such obligation cannot be avoided by the Issuer taking reasonable measures available to it. The Issuer may redeem the Bonds in whole, but not in part, on the Clean up Redemption Date (as defined in the Terms and Conditions of the Bonds) at their Early Redemption Amount if at least 90 per cent.
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