GROUP OVERVIEW Founded in 1999, Kaisa Group Holdings Ltd. (the “Company” or “Kaisa”) and its subsidiaries (collectively the “Group”) are large-scale integrated property developer. The shares of the Company commenced trading on the Main Board of The Stock Exchange of Hong Kong Limited on 9 December 2009. Over the years, the Group has been primarily focusing on urban property development. The scope of its business covers property development, commercial operation, hotel management and property management services with products comprising residential properties, villas, offices, serviced apartments, integrated commercial buildings and mega urban complexes. Founded in Shenzhen, the Group has expanded to cover the economically-vibrant cities and regions, including the Pearl River Delta, the Yangtze River Delta, the Western China Region, the Central China region and the Pan-Bohai Bay Rim. Kaisa is committed to the core values of “professionalism, innovation, value and responsibility” by actively participating in a wide range of urban development projects in China and we believe it will inject creativity into China’s urbanisation process. We believe our brand “Kaisa” remains to be our pledge to carry out high quality property developments, to surpass the industry’s standards and requirements, and of devotion to customer satisfaction. CONTENTS 2 CORPORATE INFORMATION 4 MILESTONES 6 AWARDS 10 CHAIRMAN’S STATEMENT 14 MANAGEMENT DISCUSSION AND ANALYSIS 22 PROJECT PORTFOLIO — SUMMARY 50 DIRECTORS AND SENIOR MANAGEMENT 55 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 62 CORPORATE GOVERNANCE REPORT 75 REPORT OF THE DIRECTORS 86 INDEPENDENT AUDITOR’S REPORT 91 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 92 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 94 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 95 CONSOLIDATED STATEMENT OF CASH FLOWS 96 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 186 FINANCIAL SUMMARY 2 KAISA GROUP HOLDINGS LTD. | ANNUAL REPORT 2016 CORPORATE INFORMATION EXECUTIVE DIRECTORS NOMINATION COMMITTEE Mr. KWOK Ying Shing (Chairman) Mr. KWOK Ying Shing (Chairman) Mr. SUN Yuenan (Vice Chairman) Mr. RAO Yong Mr. YU Jianqing Mr. ZHANG Yizhao Mr. ZHENG Yi AUTHORISED REPRESENTATIVES NON-EXECUTIVE DIRECTOR Mr. SUN Yuenan Ms. CHEN Shaohuan Mr. YU Jianqing INDEPENDENT NON-EXECUTIVE COMPANY SECRETARY Mr. HABIBULLAH Abdul Rahman DIRECTORS Mr. RAO Yong REGISTERED OFFICE Mr. ZHANG Yizhao Cricket Square Mr. LIU Xuesheng Hutchins Drive P.O. Box 2681 AUDIT COMMITTEE Grand Cayman, KY1-1111 Mr. RAO Yong (Chairman) Cayman Islands Mr. ZHANG Yizhao Ms. CHEN Shaohuan HEADQUARTERS IN THE PRC Room 3306, Kerry Center REMUNERATION COMMITTEE Ren Min Nan Road Mr. ZHANG Yizhao (Chairman) Luohu Mr. RAO Yong Shenzhen Mr. KWOK Ying Shing China KAISA GROUP HOLDINGS LTD. | ANNUAL REPORT 2016 3 CORPORATE INFORMATION PRINCIPAL PLACE OF BUSINESS LEGAL ADVISERS IN HONG KONG As to Hong Kong and U.S. law: Suite 2001 Sidley Austin 20th Floor Two International Finance Centre As to PRC law: 8 Finance Street King & Wood Mallesons Central Hong Kong As to Cayman Islands law: Harney Westwood & Riegels PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE AUDITOR Royal Bank of Canada Trust Company (Cayman) Limited Grant Thornton Hong Kong Limited 4th Floor, Royal Bank House 24 Shedden Road LISTING INFORMATION George Town Share Listing Grand Cayman KY1-1110 The Company’s ordinary shares are listed on the Cayman Islands Main Board of The Stock Exchange of Hong Kong Limited HONG KONG SHARE REGISTRAR (Stock Code: 1638.HK) Computershare Hong Kong Investor Services Limited PRINCIPAL BANKERS COMPANY’S WEBSITE Bank of China Limited http://www.kaisagroup.com Industrial and Commercial Bank of China Limited Ping An Bank Company Limited China Citic Bank Corporation Limited 4 KAISA GROUP HOLDINGS LTD. | ANNUAL REPORT 2016 MILESTONES • The Group signed a comprehensive strategic co-operation agreement with Ping An Bank, for a banking 01 facility of RMB50 billion. JAN • The Group completed the restructuring of its onshore debts. 06 • Grant Thornton Hong Kong Limited was appointed as the auditor of the Company. JUN • The Group was awarded the honours of “Top 10 Real Estate Enterprises in Terms of Brand Value in Shenzhen” (深圳 房地產品牌價值十強企業) and “Benchmark Real Estate Enterprises in Terms of Social Responsibility in Shenzhen” (深圳房地產社會責任標杆企業) at the 2016 Shenzhen Real Estate Award Ceremony cum Industry Comprehensive 07 Evaluation Press Conference (2016深圳房地產盛典暨行業綜合評價發布會), standing out among 845 enterprises. JUL • The Group completed the offshore debt restructuring, including the restructuring of the existing senior notes, the convertible bonds and other offshore facilities. • The Group secured the Desai Project located at Gutangao, Huicheng District, Huizhou City (惠州市惠 城區古塘坳德賽項目), with a total gross floor area (“GFA”) of approximately 650,000 sq.m., by way of 09 equity transfer. • The First China Charity Day Event cum The Third Shenzhen Charity Award Presentation Ceremony (首 SEP 個中華慈善日主題活動暨第三屆鵬城慈善獎頒獎典禮) was held in Shenzhen, at which Kaisa Group was awarded the honour of “Shenzhen Charity Corporation – Gold Corporate Donor” (鵬城慈善捐贈企 業金獎) for its outstanding contributions to the public welfare. KAISA GROUP HOLDINGS LTD. | ANNUAL REPORT 2016 5 MILESTONES • The construction of Kaisa Financial Centre, being the future headquarters of the Group located at the heart of Futian district in Shenzhen was commenced. 10 • The Group signed a strategic cooperation agreement with Nanyang Commercial Bank, in which both parties expressed their interests in cooperating on a range of matters, including collaboration over OCT projects and financial services. • The Group acquired a total of 21.72% equity interest in Mega Medical Technology Ltd. (00876) (“Mega Medical”) and became the largest shareholder. Mega Medical is a national-level high and new tech 11 enterprise, mainly engaging in the supply of dental equipment and consumables. • The construction of Shenzhen Pinghu Kaisa Plaza (平湖佳兆業廣場) was commenced. The project is the NOV first re-development project in Pinghu comprising residential, commercial, office, serviced apartment, and leisure and entertainment facilities. • The Group signed a cooperation agreement with Tagen Group in relation to the urban redevelopment project of Municipal courtyard (市政大院). Situated in Shiling Community on Lianhua Street, Futian District (福田區蓮花街道獅嶺社區), the project currently occupies an aggregate site area of approximately 61,894 sq.m., with a plot ratio of 1.7, a total GFA of approximately 106,710 sq.m. and a total of 1,095 households. • The launching ceremony for Kaisa Golden Bay International Park Project (佳兆業金沙灣國際樂園項目) took place in Dapeng New District (大鵬新區). Upon completion, the project will be the largest coastal holiday resort in Shenzhen, providing a wide array of service facilities including star-rated hotels, a snow world, a water park, an animation city, a performing arts centre and a sports centre. • The Group successfully secured the land parcel project on Wuluo Road in the core area of the inner ring of Wuchang District, Wuhan City (武漢市武昌區內環核心武珞路地塊項目) through 100% equity interest acquisition. The project occupies a total GFA of 105,000 sq.m. and will be developed into a 12 high-end residential community. DEC • The Group acquired a land parcel located in Zone M, Longzhouwan Area, Banan District, Chongqing (重慶巴南區龍洲灣組團M分區地塊). Taking up an aggregate site area of approximately 35,000 sq.m. and a GFA of approximately 90,000 sq.m., the project will be developed into an urban complex. • The construction of Phase 2 of Kaisa Shanhai City (佳兆業山海城二期), being lot no. 7 and no. 8 under the Yantian Overall Relocation Project (鹽田整體搬遷項目) was commenced. Upon completion, over 1,400 apartments will be available for the residents affected by the relocation. • The Construction Land Use Planning Permit (建設用地規劃許可證) was obtained for the Shenzhen Argent Project (雅駿眼鏡廠項目). • The Group recorded total contracted sales of RMB29.843 billion, a total contracted GFA of 2.2694 million sq.m., at an average selling price of approximately RMB13,150 per sq.m.. 6 KAISA GROUP HOLDINGS LTD. | ANNUAL REPORT 2016 AWARDS Sohu Focus GD.QQ.COM January 2016 January 2016 Social Responsibility Model Award of Most Popular Property Developer the Year Among Youth Born After 1985 China Property Management Shenzhen Real Estate Association Association July 2016 June 2016 Top 10 Shenzhen Real Estate Brand 2016 China Top 100 Property Management Companies (ranked 14th) Shenzhen Real Estate Association Shenzhen Press Group, Shenzhen July 2016 Media Group, Shenzhen Charity Federation Benchmarking Real Estate Enterprises in September 2016 Corporate Responsibility in Shenzhen Shenzhen Charity Corporation – Gold Corporate Donor China Property Management Southern Metropolis Daily Magazine November 2016 October 2016 Best Brand Enterprise of the Year 2016 China’s Benchmarking Property Management Companies KAISA GROUP HOLDINGS LTD. | ANNUAL REPORT 2016 7 AWARDS Southern Metropolis Daily, International Hotel Magazine Peking University HSBC Business November 2016 School November 2016 2016 China’s Top 10 Popular Convention and Exhibition Hotel 2016 Best Social Responsibility Award International Hotel Magazine SportS Bank November 2016 DecemberD 2016 11th International Hotel Platinum UUnicorn Golden Prize Awards Best Hotel for Family Travel in 2016 Shenzhen Municipal Bureau of 0731 Real Estate Academy/Hunan Culture, Sport and Tourism Centaline Research Centre/Fresh Peak Real Estate Academy/Zhixin December 2016 Real