2022年兆海美元债项目(上银备证发行)公告

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2022年兆海美元债项目(上银备证发行)公告

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities or an invitation to enter into any agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

The material contained in this announcement is not for distribution or circulation, directly or indirectly, in or into the United States. This announcement is solely for the purpose of reference and 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 have not been and will not be registered under the United States Securities Act of 1933, as amended (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. Accordingly, the securities offer are being offered and sold only outside the United States in offshore transaction in compliance with Regulation S under the Securities Act.

This announcement and the listing document 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 listing document 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 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.

Notice to Hong Kong investors:The Issuer and the Guarantor (each as defined below) confirm that the Bonds (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 Bonds are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

PUBLICATION OF OFFERING CIRCULAR

Zhaohai Investment (BVI) Limited

(兆海投资(BVI)有限公司) (the "Issuer")

(incorporated with limited liability in the British Virgin Islands and an indirect wholly-owned subsidiary of

Tianjin Binhai New Area Construction & Investment Group Co., Ltd. (天津滨海新区 (略) ))

U.S.$100,000,000 5.30 per cent. Credit Enhanced Guaranteed Bonds due 2025 (the "Bonds")

(Stock code: 5520)

unconditionally and irrevocably guaranteed by

Tianjin Binhai New Area Construction & Investment Group Co., Ltd.

(天津滨海新区 (略) ) (the "Guarantor")

(incorporated with limited liability in the People’s Republic of China)

With the benefit of an irrevocable Standby Letter of Credit issued by

Bank of Shanghai Co., Ltd., Tianjin Branch

This announcement is issued pursuant to Rule 37.39A of the Rules Governing the Listing of Securities (the "ListingRules") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange").

Please refer to the offering circular dated 6 September 2022 (the "Offering Circular") appended hereto in relation to the Bonds. As disclosed in the Offering Circular, the Bonds issued 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 does 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.

13 September 2022

Asatthedateofthisannouncement, the sole director of Zhaohai Investment (BVI) Limited (兆海投资(BVI)有限公司) is Li Sen.

As at the date of this announcement, the directors of Tianjin Binhai New Area Construction & Investment Group Co., Ltd(天津滨海新区 (略) ) are Du Zhongxiao, Shi Shengqiang, Fu Minlu, Zhou Jian, Tian Kunru, Chen Xiangjuan, Wang Haizhi.


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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities or an invitation to enter into any agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

The material contained in this announcement is not for distribution or circulation, directly or indirectly, in or into the United States. This announcement is solely for the purpose of reference and 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 have not been and will not be registered under the United States Securities Act of 1933, as amended (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. Accordingly, the securities offer are being offered and sold only outside the United States in offshore transaction in compliance with Regulation S under the Securities Act.

This announcement and the listing document 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 listing document 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 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.

Notice to Hong Kong investors:The Issuer and the Guarantor (each as defined below) confirm that the Bonds (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 Bonds are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

PUBLICATION OF OFFERING CIRCULAR

Zhaohai Investment (BVI) Limited

(兆海投资(BVI)有限公司) (the "Issuer")

(incorporated with limited liability in the British Virgin Islands and an indirect wholly-owned subsidiary of

Tianjin Binhai New Area Construction & Investment Group Co., Ltd. (天津滨海新区 (略) ))

U.S.$100,000,000 5.30 per cent. Credit Enhanced Guaranteed Bonds due 2025 (the "Bonds")

(Stock code: 5520)

unconditionally and irrevocably guaranteed by

Tianjin Binhai New Area Construction & Investment Group Co., Ltd.

(天津滨海新区 (略) ) (the "Guarantor")

(incorporated with limited liability in the People’s Republic of China)

With the benefit of an irrevocable Standby Letter of Credit issued by

Bank of Shanghai Co., Ltd., Tianjin Branch

This announcement is issued pursuant to Rule 37.39A of the Rules Governing the Listing of Securities (the "ListingRules") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange").

Please refer to the offering circular dated 6 September 2022 (the "Offering Circular") appended hereto in relation to the Bonds. As disclosed in the Offering Circular, the Bonds issued 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 does 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.

13 September 2022

Asatthedateofthisannouncement, the sole director of Zhaohai Investment (BVI) Limited (兆海投资(BVI)有限公司) is Li Sen.

As at the date of this announcement, the directors of Tianjin Binhai New Area Construction & Investment Group Co., Ltd(天津滨海新区 (略) ) are Du Zhongxiao, Shi Shengqiang, Fu Minlu, Zhou Jian, Tian Kunru, Chen Xiangjuan, Wang Haizhi.


    
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