Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 contents of this announcement. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States. KWG PROPERTY HOLDING LIMITED 合 景 泰 富 地 產 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1813) PROPOSED ISSUE OF SENIOR NOTES The Company proposes to conduct an international offering of guaranteed US dollar denominated senior fixed rate notes. In connection with the offering, the Company will provide certain institutional investors with recent corporate and financial information regarding the Group, including updated risk factors, management’s discussion and analysis, description of property projects, related party transactions and indebtedness information, which information may not have previously been made public. The audited financial information of the Company for the year ended December 31, 2011 and a summary of the updated information which the Company considers to be material to the operation of the Company are set out in this announcement. An extract of such recent information can be viewed at the Company’s website www.kwgproperty.com at approximately the same time that such information is released to the institutional investors. –1– Completion of the Proposed Notes Issue is subject to, among others, market conditions and investor interest. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. Barclays Bank PLC, The Hongkong and Shanghai Banking Corporation Limited and Standard Chartered Bank, as the joint bookrunners and joint lead managers, are managing the Proposed Notes Issue. As at the date of this announcement, the principal amount, the interest rates, the payment date and certain other terms and conditions of the Proposed Notes Issue are yet to be finalised. Upon finalising the terms of the Notes, it is expected that Barclays Bank PLC, The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank, the Subsidiary Guarantors and the Company, will enter into the Purchase Agreement. The Company intends to use the proceeds of the Notes to finance its projects and for general corporate purposes. The Company may adjust the foregoing plans in response to changing market conditions, and thus, reallocate the use of proceeds. Approval in-principle has been received for the listing and quotation of the Notes on the official list of the SGX-ST. Admission to the official list of the SGX-ST and quotation of any Notes on the SGX-ST is not to be taken as an indication of the merits of the Company or the Notes. As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. A further announcement in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed. THE PROPOSED NOTES ISSUE Introduction The Company proposes to conduct an international offering of guaranteed US dollar denominated senior fixed rate notes. In connection with the offering, the Company will provide certain institutional investors with recent corporate and financial information regarding the Group, including updated risk factors, management’s discussion and analysis, description of property projects, related party transactions and indebtedness information, which information may not have previously been made public. The audited financial information of the Company for the year ended December 31, 2011 and a summary of the updated information which the Company considers to be material to the operation of the Company are set out in this announcement. An extract of such recent information can be viewed at the Company’s website www.kwgproperty.com at approximately the same time that such information is released to the institutional investors. Completion of the Proposed Notes Issue is subject to, among others, market conditions and investor interest. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. Barclays Bank PLC, The Hongkong and Shanghai Banking Corporation Limited and Standard Chartered Bank, as the joint bookrunners and joint lead managers, are managing the Proposed Notes Issue. As at the date of this announcement, the principal amount, the interest rates, the payment date and certain other terms and conditions of the Proposed Notes Issue are yet to be finalised. Upon finalising the terms of the Notes, it is expected that Barclays Bank PLC, The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank, the Subsidiary Guarantors and the Company, will enter into the Purchase Agreement. The –2– Notes will only be offered and sold outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. None of the Notes will be offered to the public in Hong Kong. Reasons for the Proposed Notes Issue The Group is a large-scale PRC property developer with a leadership position in Guangzhou and an established presence in Suzhou, Chengdu, Beijing, Tianjin, Shanghai and Hainan. It focuses on medium- to high-end residential property developments with distinctive characteristics. To diversify its earnings mix, the Group also develops commercial properties in prime locations as long-term investments, including office buildings, shopping malls, serviced apartments and hotels. The Group commenced operation of its first office property, International Finance Place, in August 2007. In September 2009, it opened its first hotel, Four Points by Sheraton Guangzhou, Dongpu, in Guangzhou, followed by the Sheraton Guangzhou Huadu Resort in November 2011. The Group is currently developing China’s first W Hotel, together with W Serviced Apartments, in Guangzhou. The Group is planning to develop nine additional high-end hotels and seven high-end shopping malls in various cities, including Guangzhou, Suzhou, Chengdu, Shanghai and Beijing as well as Hainan Province. The Group has engaged internationally renowned hotel operators, such as affiliates of the Starwood Hotels & Resorts Worldwide, Inc. (the ‘‘Starwood Hotels Group’’) and Hyatt International Corporation (‘‘Hyatt’’), to manage its hotels. It believes its investment properties and hotels will help further strengthen its brand name. The Group also engages in property- related businesses such as property management for residential and commercial properties. The Proposed Notes Issue is being undertaken to supplement the Group’s funding of its expansion and growth plan. The Company intends to use the proceeds of the Notes to finance its projects and for general corporate purposes. The Company may adjust the foregoing plans in response to changing market conditions and, thus, reallocate the use of proceeds. Listing Approval in-principle has been received for the listing and quotation of the Notes on the official list of the SGX-ST. Admission to the official list of the SGX-ST and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company or the Notes. No listing of the Notes has been sought in Hong Kong. GENERAL As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. A further announcement in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed. –3– AUDITED FINANCIAL INFORMATION OF THE COMPANY Summary Consolidated Income Statement and Other Financial Data Year Ended December 31, 2009 2010 2011 2011 RMB RMB RMB US$ (in thousands) Revenue .................... 4,266,572 7,465,911 10,122,595 1,608,318 Costofsales................ (2,650,267) (4,368,278) (5,650,499) (897,774) Gross profit ................. 1,616,305 3,097,633 4,472,096 710,544 Otherincomeandgains......... 49,265 78,893 94,014 14,937 Sellingandmarketingcosts...... (188,494) (242,805) (231,813) (36,831) Administrativeexpenses........ (281,988) (413,836) (532,574) (84,617) Other operating expenses, net . (42,183) (5,356) (5,545) (881) Fair value gains on investment properties,net.............. 60,587 3,869 325,656 51,741 Financecosts................ (9,024) (19,974) (124,979) (19,857) Share of profits and losses of: Associates................ (10) (2,246) (4,608) (732) Jointly controlled entities. 65,024 11,485 (12,312) (1,956) Profit before tax .............. 1,269,482 2,507,663 3,979,935 632,348 Incometaxexpenses........... (548,025) (1,225,889) (1,876,028) (298,071) Profitfortheyear............. 721,457 1,281,774 2,103,907 334,277 Year Ended December 31, 2009 2010 2011 2011 RMB RMB RMB US$ (in thousands) OTHER FINANCIAL DATA EBITDA(1).................