Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement or the offering circular referred to in 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 or the offering circular referred to in this announcement.
This announcement and the offering circular referred to herein have been published for information purposes only as required by the Listing Rules (as defined below) and do not constitute an offer to sell nor a solicitation of an offer to buy any securities. Neither this announcement nor anything referred to herein (including the listing document) forms the basis for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this announcement and the offering circular referred to herein shall not be deemed to be an offer of securities made pursuant to a prospectus issued by or on behalf of the Issuer (as defined below) for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571) of Hong Kong.
The offering circular referred to in this announcement includes particulars given in compliance with the Listing Rules (as defined below) for the purpose of giving information with regard to the Issuer, the Guarantor (as defined below) and the Group (as defined in the offering circular appended herein). Each of the Issuer and the Guarantor accepts full responsibility for the accuracy of the information contained in this announcement and the offering circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading.
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 (the “Securities Act”), and may not be offered or sold in the United States except pursuant to an exemption from or in 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, its management and financial statements. The Issuer does not intend to make any public offering of securities in the United States.
Notice to Hong Kong investors: The Issuer and the Guarantor confirm that, the Notes (as defined below) are intended for purchase by professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) only and have been listed on the Hong Kong Stock Exchange on that basis. Accordingly, each the Issuer and the Guarantor confirms that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.
PUBLICATION OF OFFERING CIRCULAR AND PRICING SUPPLEMENT ON
THE STOCK EXCHANGE OF HONG KONG LIMITED
XINGCHENG (BVI) LIMITED
(Incorporated with limited liability in the British Virgin Islands)
U.S.$300,000,000 2.375 PER CENT. GUARANTEED GREEN NOTES DUE 2026 (THE “NOTES”)
(STOCK CODE: 40875)
Unconditionally and Irrevocably Guaranteed by
CHENGDU XINGCHENG INVESTMENT GROUP CO., LTD.
(Incorporated with limited liability in the People’s Republic of China)
ISSUED UNDER THE U.S.$1,500,000,000 MEDIUM TERM NOTE PROGRAMME OF XINGCHENG (BVI) LIMITED
This announcement is issued pursuant to Rule 37.39A of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”).
Please refer to the offering circular dated 14 September 2021 (the “Offering Circular”) appended herein in relation to U.S.$1,500,000,000 medium term note programme (the “Programme”) of Xingcheng (BVI) Limited (the “Issuer”) unconditionally and irrevocably
guaranteed by Chengdu Xingcheng Investment Group Co., Ltd. (石家庄安达劲博体育官方平台有限公司) (the “Guarantor”) and the pricing supplement dated 28 September 2021 (the “Pricing Supplement”) prepared in relation to the issue of the Notes appended herein. As disclosed
in the Offering Circular, the Notes are intended for purchase by Professional Investors (as defined in Chapter 37 of the Listing Rules) only and have been listed on the Hong Kong Stock Exchange on that basis.
The Offering Circular and the Pricing Supplement do not constitute a prospectus, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it circulated to invite offers by the public to subscribe for or purchase any securities.
The Offering Circular and the Pricing Supplement must not be regarded as an inducement to subscribe for or purchase any securities of the Issuer, and no such inducement is intended. No investment decision should be made based on the information contained in the Offering Circular and the Pricing Supplement.
The Offering Circular and the Pricing Supplement are published in English only. No Chinese version of the Offering Circular and the Pricing Supplement have been published.
Hong Kong, 11 October 2021
As at the date of this announcement, the sole director of Xingcheng (BVI) Limited is
Xingcheng International Investment Co., Limited 安达（香港）国际投资有限公司 and the directors of Chengdu Xingcheng Investment Group Co., Ltd. are Mr. Ren Zhineng, Mr. Zhao Weidong, Mr. Zhang Juntao, Mr. Yang Xiaosong, Mr. Zhu Zhigang and Ms. Wang Wei.