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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以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，概不會就因本 公佈全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任 何責任。 本公佈不會直接或間接於或向美國（包括美國的領土及屬地、任何州以及哥倫 比亞特區）發表、發行、分派。本公佈以提供信息為目的並不構成在美國或任何 其他司法權區提呈出售任何證券的建議或招攬購買任何證券。倘未根據任何 該等司法權區的證券法例辦理登記或符合資格而於上述地區進行上述建議或 招攬或出售即屬違法。倘未經辦理有關登記或已獲適用豁免辦理有關登記規 定，證券一概不得在美國境內發售或出售。於美國境內公開發售任何證券將須 以招股章程形式作出。該份招股章程將載列關於提呈發售的公司以及其管理 層及財務報表的詳盡資料。本公司目前無意於美國境內公開發售證券。 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。 茲提述本公司日期為2019年 7 月 16日就發行票據而發表的兩份公佈（「該等公 佈」）。除另有界定外，本公佈所用的全部詞彙與該等公佈所界定者具有相同涵 義。 董事會欣然宣佈，購買協議項下所有先決條件已獲達成，而發行票據已於2019 年 7 月 23日完成。 請參閱隨附有關票據的發售通函（「發售通函」），發售通函已於2019年 7 月 25日同 步在新交所網站刊登。 – 1 – 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、公佈或文件，亦非 邀請或招攬公眾人士作出收購、認購或購買任何證券的要約，且並非刻意邀請 或招攬公眾人士作出收購、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，2019年 7 月 25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 OF THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering circular. In accessing the offering circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS FORBIDDEN. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. The attached offering circular 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 “EEA”). The communication of the attached offering circular and any other document or materials relating to the issue of the Securities described therein 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. 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 who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or who fall within Article 49(2)(a) to (d) 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 described in the attached offering circular 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 offering circular or any of its contents. PRIIPS Regulation/Prohibition of Sales to EEA retail investors — 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 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 (the Insurance Mediation Directive), as amended, 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. Section 309B(1) Notification — The Company has determined, and hereby notifies all persons (including all relevant persons (as defined in Section 309A(1) of the Securities and Futures Act, Chapter 289 of Singapore)) that the Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Confirmation and your representation: In order to be eligible to view this offering circular or make an investment decision with respect to the securities, investors must be persons outside the United States (as defined under Regulation S under the Securities Act). By accepting the e-mail and accessing this offering circular, you shall be deemed to have represented to us that (1) you and any customers you represent are persons outside the United States and that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and (2) that you consent to delivery of such offering circular by electronic transmission. You are reminded that this offering circular is confidential and has been delivered to you 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 authorized to, deliver or disclose the contents of this offering circular to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where such offers or solicitations are not permitted by law. 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 deemed to be made by the initial purchasers or such affiliate on behalf of the issuer in such jurisdiction. This offering circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, None of Merrill Lynch (Asia Pacific) Limited, CEB International Capital Corporation Limited, CLSA Limited, CMB International Capital Limited, Credit Suisse (Hong Kong) Limited, Guotai Junan Securities (Hong Kong) Limited and UBS AG Hong Kong Branch, incorporated in Switzerland with limited liability (collectively, the “Joint Lead Managers”) or any person who controls any of the Joint Lead Managers or any director, officer, employee or agent of the Joint Lead Managers or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the offering circular distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. 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. STRICTLY CONFIDENTIAL US$170,000,000 Powerlong Real Estate Holdings Limited 寶龍地產控股有限公司 (incorporated with limited liability under the laws of the Cayman Islands) 6.95% SENIOR NOTES DUE 2023 Issue Price: 98.974% The 6.95% Senior Notes due 2023 (the “Notes”) will bear interest from July 23, 2019 at 6.95% per annum payable semi-annually in arrears on January 23 and July 23 of each year, commencing January 23, 2020. The Notes are general obligations of the Company, guaranteed (the “Subsidiary Guarantees”) by its existing subsidiaries (the “Subsidiary Guarantors”) other than (i) those organized under the laws of the PRC, (ii) certain other subsidiaries that are guaranteeing the Notes (the “JV Subsidiary Guarantees”) on a limited recourse basis (the “JV Subsidiary Guarantors”) and (iii) certain other subsidiaries specified in the “Description of the Notes”. At any time prior to July 23, 2021, we may, at our option, redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes plus a premium as set forth in this offering circular, and accrued and unpaid interest, if any, to (but not including) the redemption date.
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