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 is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy securities in the United States or in 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. Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States. The securities referred to herein have not been and 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 or outside of the United States to any U.S. persons absent registration or an applicable exemption from registration. 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 and management, as well as financial statements. No public offer of securities is to be made by the Company in the United States. (a joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock code: 2777) PROPOSED ISSUE OF US$ DENOMINATED SENIOR NOTES BY TRILLION CHANCE LIMITED The Issuer proposes to conduct an international offering of US$ denominated senior notes. The Notes will be unconditionally and irrevocably guaranteed on a joint and several basis by R&F HK and by certain other subsidiaries of the Company organized outside the PRC and holders of the Notes will have the benefit of charges over the shares of the Issuer and certain subsidiaries of R&F HK and a charge over an US dollar interest reserve account. Details of the Proposed Issue, including the aggregate principal amount, the offer price for the Notes and interest rates, will be determined through a book-building exercise conducted by Citi, CLSA, Deutsche Bank, Goldman Sachs, Standard Chartered Bank and UBS as the joint global coordinators, BofA Merrill Lynch, Citi, CLSA, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, Standard Chartered Bank and UBS as the joint bookrunners and joint lead managers. Upon finalising the terms and conditions of the Notes, it is expected that BofA Merrill Lynch, Citi, CLSA, Deutsche Bank, Goldman 1
Sachs, HSBC, Morgan Stanley, Standard Chartered Bank, UBS, the Issuer and the Company, among others, will enter into the Subscription Agreement. The pricing and completion of the Proposed Issue is subject to market conditions and investor interests. The Proposed Issue is being undertaken by the Group to refinance existing indebtedness and for general corporate purposes. Approval in-principle has been received for the listing of the Notes on the SGX-ST. Admission of the Notes to the SGX-ST is not to be taken as an indication of the merits of the Issuer or the Notes. Further announcement in respect of the Proposed Issue will be made by the Company should the Subscription Agreement be signed. As no binding agreement in relation to the Proposed Issue has been entered into as at the date of this announcement, the Proposed 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. THE PROPOSED ISSUE Introduction The Issuer proposes to conduct an international offering of US$ denominated senior notes. The Notes will be unconditionally and irrevocably guaranteed on a joint and several basis by R&F HK and by certain other subsidiaries of the Company organized outside the PRC and holders of the Notes will have the benefit of charges over the shares of the Issuer and certain subsidiaries of R&F HK and a charge over an US dollar interest reserve account. The Company proposes to assist the Issuer and R&F HK in meeting their respective obligations under the Notes by way of a keepwell arrangement and the provision of an equity interest purchase undertaking. The equity interest purchase undertaking provides that, upon the occurrence of certain events, the Company will purchase the equity interests in the PRC subsidiaries of R&F HK and the subsidiaries of the Company organised outside the PRC at certain price. Under the keepwell arrangement, the Company undertakes to, among other things, cause the Issuer to maintain a net worth position, and R&F HK to maintain a consolidated net worth position, of at least US$1.00 at all times and to have sufficient liquidity to ensure due payment of all sums expressed to be payable in respect of the Notes, subject to certain conditions. The keepwell arrangement is not a guarantee or a legal obligation of the Company to pay any amount due under the Notes. The performance by the Company of its obligations under the keepwell arrangement may be subject to the necessary approvals, consents and other authorisations from relevant governmental authorities, securities exchanges and quasi-governmental or private bodies and the Company undertakes to use its best efforts to obtain the same. The equity interest purchase undertaking also does not constitute a guarantee by the Company 2
of the Notes. Details of the Proposed Issue, including the aggregate principal amount, the offer price for the Notes and interest rates, will be determined through a book-building exercise conducted by Citi, CLSA, Deutsche Bank, Goldman Sachs, Standard Chartered Bank and UBS as the joint global coordinators, BofA Merrill Lynch, Citi, CLSA, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, Standard Chartered Bank and UBS as the joint bookrunners and joint lead managers. Upon finalising the terms and conditions of the Notes, it is expected that BofA Merrill Lynch, Citi, CLSA, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, Standard Chartered Bank, UBS, the Issuer and the Company, among others, will enter into the Subscription Agreement. The pricing and completion of the Proposed Issue is subject to market conditions and investor interests. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT. THE NOTES ARE BEING OFFERED OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATIONS S UNDER THE SECURITIES ACT AND WILL NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NONE OF THE NOTES WILL BE OFFERED TO THE PUBLIC IN HONG KONG AND NONE OF THE NOTES WILL BE PLACED TO ANY CONNECTED PERSONS OF THE COMPANY. Reason for the Proposed Issue The Company is a leading national property developer in the PRC. The Group primarily develops and sells quality residential properties in Guangzhou, Beijing, Tianjin and in other Chinese cities. In addition to the development and sale of residential properties, the Group develops, sells and leases out commercial and office spaces. The Group currently owns two shopping malls and two office buildings and also engages in the development of hotels. As of the date of this announcement, the Group s hotel portfolio includes seven hotels. In addition, the Company also engages in other ancillary property-related services including property management. The Proposed Issue is being undertaken by the Group to raise funds to refinance existing indebtedness and for general corporate purposes. Listing Approval in-principle has been received for the listing of the Notes on the SGX-ST. Admission of the Notes to the SGX-ST is not to be taken as an indication of the merits of the Issuer or the Notes. No listing of the Notes has been sought in Hong Kong. GENERAL As no binding agreement in relation to the Proposed Issue has been entered into as at the date of this announcement, the Proposed Issue may or may not materialise. Investors 3
and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Proposed Issue will be made by the Company should the Subscription Agreement be signed. UPDATED INFORMATION ABOUT THE COMPANY As at 30 November 2013, the Company s total borrowings amounted to RMB55,696.2 million (equivalent to approximately HK$71,291.1 million (exchange rate RMB1.00 : HK$1.28)). DEFINITIONS In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise: BofA Merrill Lynch Board Citi CLSA Company connected person Deutsche Bank Directors Goldman Sachs Merrill Lynch International, one of the joint bookrunners and joint lead managers in respect of the offer and sale of the Notes; the board of Directors; Citigroup Global Markets Limited and/or its affiliates, one of the joint global coordinators, joint bookrunners and joint lead managers in respect of the offer and sale of the Notes; CLSA Limited, one of the joint global coordinators, joint bookrunners and joint lead managers in respect of the offer and sale of the Notes; 廣州富力地產股份有限公司 (Guangzhou R&F Properties Co., Ltd.), a joint stock company incorporated in the PRC with limited liability, the H-Shares of which are listed on the main board of the Stock Exchange; has the meaning ascribed to it under the Listing Rules; Deutsche Bank AG, Singapore Branch, one of the joint global coordinators, joint bookrunners and joint lead managers in respect of the offer and sale of the Notes; the directors of the Company; Goldman Sachs (Asia) L.L.C., one of the joint global coordinators, joint bookrunners and joint lead managers in respect of the offer and sale of the Notes; 4
Group Hong Kong HSBC Issuer Listing Rules Morgan Stanley Notes PRC Proposed Issue R&F HK RMB Securities Act SGX-ST Standard Chartered Bank Stock Exchange the Company and its subsidiaries; the Hong Kong Special Administrative Region of the People s Republic of China; The Hongkong and Shanghai Banking Corporation Limited, one of the joint bookrunners and joint lead managers in respect of the offer and sale of the Notes; Trillion Chance Limited, a company incorporated in the British Virgin Islands, an indirectly wholly-owned subsidiary of the Company and the issuer of the Notes; the Rules Governing the Listing of Securities on the Stock Exchange; Morgan Stanley & Co. International plc, one of the joint bookrunners and joint lead managers in respect of the offer and sale of the Notes; US$ denominated senior notes to be issued by the Issuer; the People s Republic of China, excluding, for the purposes of this announcement, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan; the proposed issue of the Notes by the Issuer; R&F Properties (HK) Company Limited, a wholly owned subsidiary of the Company; Renminbi, the lawful currency of the PRC; the United States Securities Act of 1933, as amended; Singapore Exchange Securities Trading Limited; Standard Chartered Bank, one of the joint global coordinators, joint bookrunners and joint lead managers in respect of the offer and sale of the Notes; The Stock Exchange of Hong Kong Limited; 5
Subscription Agreement UBS US$ or U.S. Dollars the agreement proposed to be entered into between, among others, BofA Merrill Lynch, Citi, CLSA, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, Standard Chartered Bank, UBS, the Issuer, the Company and R&F HK in relation to the Proposed Issue; UBS AG, Hong Kong Branch, one of the joint global coordinators, joint bookrunners and joint lead managers in respect of the offer and sale of the Notes; United States dollars, the lawful currency of the United States of America. By order of the Board Guangzhou R&F Properties Co., Ltd. Li Sze Lim Chairman Hong Kong, 6 January 2014 As at the date of this announcement, the executive directors of the Company are Li Sze Lim, Zhang Li, Zhou Yaonan and Lu Jing, and the non-executive directors of the Company are Zhang Lin and Li Helen, and the independent non-executive directors of the Company are Huang Kaiwen, Dai Feng and Lai Ming, Joseph. * for identification purpose only 6