ZENSUN ENTERPRISES LIMITED 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 Securities Act, 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.
The communication of this announcement and any other document or materials relating to the issue of the Notes offered hereby 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 (the "FSMA"). 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 who are 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 Notes offered hereby are only available to, and any investment or investment activity to which this announcement 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 this announcement or any of its contents.
ZENSUN ENTERPRISES LIMITED
正 商 實 業 有 限 公 司
(formerly known as ZH International Holdings Limited
正恒國際控股有限公司)
(Incorporated in Hong Kong with limited liability)
(Stock Code: 185)
PROPOSED ISSUE OF SENIOR NOTES
INTRODUCTION
The Board announces that the Company proposes to conduct an international offering of guaranteed U.S. Dollar denominated senior fixed rate notes.
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Completion of the Proposed Notes Issue is subject to, among others, market conditions and investors' interest. The Notes are proposed to be guaranteed by the Parent Guarantor and the Subsidiary Guarantors. As at the date of this announcement, the principal amount, interest rate, 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, among others, Guotai Junan International, Haitong International, China CITIC Bank International, Shenwan Hongyuan HK, Zhongrong PT Securities Limited, AMTD, China Investment Securities International, Kaisa Financial, Admiralty Harbour, the Parent Guarantor, the Subsidiary Guarantors and the Company will enter into the Purchase Agreement. The Company will make a further announcement in respect of the Proposed Notes Issue upon the signing of the Purchase Agreement.
The Notes, the Parent Guarantee and the Subsidiary Guarantees have not been, and will not be, registered under the Securities Act. The Notes, the Parent Guarantee and the Subsidiary Guarantees are being offered outside the United States in offshore transactions in accordance with Regulation S under the Securities Act, 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. None of the Notes will be offered to the public in Hong Kong.
MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID
- product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the European Economic Area and the U.K.
LISTING RULES IMPLICATIONS
The Parent Guarantor is a controlling shareholder of the Company and the Unlisted Subsidiary Guarantors are wholly owned by the Parent Guarantor. The Parent Guarantor and the Unlisted Subsidiary Guarantors are therefore connected persons of the Company under Chapter 14A of the Listing Rules. The Parent Guarantee and the guarantees to be provided by Unlisted Subsidiary Guarantors in relation to the Notes will constitute financial assistance from connected persons for the benefit of the Company. Such financial assistance is provided on normal commercial terms or better and is not secured by the assets of the Group and is therefore exempted under Rule 14A.90 of the Listing Rules from all reporting, announcement and independent shareholders' approval requirements.
REASONS FOR THE PROPOSED NOTES ISSUE
The Group was founded in Zhengzhou in 1995 and has since grown into a renowned multinational group with integrated real estate businesses. Now with its footprint across Henan Province, Beijing, Hubei, Shandong and Hainan Provinces, Hong Kong, as well as Japan, Singapore and other countries and regions, the Group is the largest residential property developer in Zhengzhou in terms of both contracted sales and gross floor areas sold from 2012 to 2018, according to the China Real Estate Association and China Real Estate Appraisal. The Group has also established a strong presence in Henan Province.
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The Company intends to use the net proceeds of the Proposed Notes Issue to refinance existing indebtedness and for project developments and general corporate purposes. It may adjust its plans in response to changing market conditions and, thus, reallocate the use of the net proceeds.
LISTING
The Company will seek a listing of the Notes on the Stock Exchange. A confirmation of the eligibility for the listing of the Notes has been received from the Stock Exchange. Admission of the Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes.
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.
DEFINITIONS
In this announcement, the following expressions shall have the meanings set forth below unless the context requires otherwise:
"Admiralty Harbour" | Admiralty Harbour Capital Limited |
"AMTD" | AMTD Global Markets Limited |
"Board" | the board of Directors of the Company |
"China CITIC Bank | China CITIC Bank International Limited |
International" | |
"China Investment Securities | China Investment Securities International Brokerage Limited |
International" | |
"Company" | Zensun Enterprises Limited, a company incorporated in |
Hong Kong with limited liability, the shares of which are | |
listed on the Main Board of the Stock Exchange | |
"connected person(s)" | has the meaning ascribed to it under the Listing Rules |
"Directors" | the directors of the Company |
"Group" | the Parent Guarantor, the Company and their subsidiaries |
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"Guotai Junan International" | Guotai Junan Securities (Hong Kong) Limited |
"Haitong International" | Haitong International Securities Company Limited |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"JV Subsidiary Guarantees" | limited recourse guarantees given by the JV Subsidiary |
Guarantors on the Notes | |
"JV Subsidiary Guarantors" | certain subsidiaries of the Company, other than the Parent |
Guarantor and Subsidiary Guarantors, that guarantee the | |
Company's obligations under the Notes | |
"Kaisa Financial" | Kaisa Financial Group Company Limited |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Notes" | the guaranteed U.S. Dollar denominated senior fixed rate |
notes to be issued by the Company | |
"Parent Guarantee" | the guarantees to be provided by the Parent Guarantor in |
respect of the Notes | |
"Parent Guarantor" | Zensun Group Limited, the company incorporated in the |
British Virgin Islands with limited liability which will | |
provide guarantees for the Notes | |
"PRC" | the People's Republic of China, excluding Hong Kong, |
Macau Special Administrative Region and Taiwan for the | |
purpose of this announcement | |
"PRIIPs" | Packaged retail and insurance-based investment products (as |
defined by Regulation (EU) No 1286/2014, as amended) | |
"Proposed Notes Issue" | the proposed issue of the Notes by the Company |
"Purchase Agreement" | the agreement proposed to be entered into by, among |
others, Guotai Junan International, Haitong International, | |
China CITIC Bank International, Shenwan Hongyuan HK, | |
Zhongrong PT Securities Limited, AMTD, China Investment | |
Securities International, Kaisa Financial, Admiralty Harbour, | |
the Company, the Parent Guarantor and the Subsidiary | |
Guarantors in relation to the Proposed Notes Issue | |
"Securities Act" | the United States Securities Act of 1933, as amended |
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"Shenwan Hongyuan HK" | Shenwan Hongyuan Securities (H.K.) Limited |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Subsidiary Guarantees" | the guarantees to be provided by the Subsidiary Guarantors |
in respect of the Notes | |
"Subsidiary Guarantors" | the Unlisted Subsidiary Guarantors and certain existing non- |
PRC subsidiaries of the Company that on the issue date of | |
the Notes will provide guarantees for the Notes | |
"U.K." | the United Kingdom |
"U.S. Dollars" | United States dollar(s), the lawful currency of the United |
States | |
"United States" | the United States of America |
"Unlisted Subsidiary | Zensun International Holdings Company Limited, HQ |
Guarantors" | Neptune Investments Limited, Ever Diamond Global |
Company Limited, Honor Challenge Investment Limited and | |
Champ Win Enterprise Limited, which are subsidiaries of the | |
Parent Guarantor providing guarantees for the Notes | |
"Zhongrong PT Securities | Zhongrong PT Securities Limited |
Limited" | |
By Order of the Board | |
Zensun Enterprises Limited | |
Zhang Jingguo | |
Chairman, Chief Executive Officer and Executive Director | |
Hong Kong, 6 March 2020 |
As at the date of this announcement, the executive Directors are Mr. Zhang Jingguo and Mr. Zhang Guoqiang; the non-executive Director is Ms. Huang Yanping and the independent non-executive Directors are Mr. Liu Da, Dr. Liu Qiao and Mr. Ma Yuntao.
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ZH International Holdings Limited published this content on 06 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2020 23:57:01 UTC
