KWG : Proposed Spin-off and Separate Listing of KWG Living Group Holdings Limited on the Main Board of The Stock Exchange of Hong Kong Limited Record Date for Conditional Distribution and Assured Entitlement and Closure of Register of Members

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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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, as well as financial statements. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

KWG GROUP HOLDINGS LIMITED

合 景 泰 富 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1813)

PROPOSED SPIN-OFF AND SEPARATE LISTING OF

KWG LIVING GROUP HOLDINGS LIMITED

ON THE MAIN BOARD OF

THE STOCK EXCHANGE OF HONG KONG LIMITED

RECORD DATE FOR CONDITIONAL DISTRIBUTION

AND ASSURED ENTITLEMENT

AND CLOSURE OF REGISTER OF MEMBERS

The Record Date for the purpose of determining the Conditional Distribution and the Assured Entitlement will be on Friday, 9 October 2020. The register of members of the Company will be closed on Friday, 9 October 2020 and no transfer of the Shares will be registered on such day.

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The Proposed Spin-off is subject to, among other things, the approval of the Listing Committee for the grant of the listing of, and permission to deal in, the KWG Living Shares, the final decisions of the Board and of the board of directors of KWG Living, market conditions and other considerations. The Proposed Spin-off may or may not materialise. Shareholders and other investors should be aware that there is no assurance that the Proposed Spin-off will take place or as to when it may take place. If the Proposed Spin-off does not proceed for any reason, the Conditional Distribution and the Preferential Offering will not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company. Persons who are in doubt about their position or any action to be taken are recommended to consult their own professional advisers.

Further announcement(s) will be made by the Company in relation to the Proposed Spin-off as and when appropriate.

INTRODUCTION

Reference is made to the announcement of the Company dated 24 June 2020 in relation to the Proposed Spin-off. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the announcement of the Company dated 24 June 2020.

The Company intends to effect the Proposed Spin-off by way of the Conditional Distribution and the Global Offering which comprises of the Hong Kong Public Offering and the International Offering (including the Preferential Offering).

In accordance with the requirements of Practice Note 15 of the Listing Rules, the Board proposes to give due regard to the interests of the Shareholders by providing the Qualifying Shareholders with the Assured Entitlement by way of the Preferential Offering, if the Proposed Spin-off proceeds. Details in respect of the Proposed Spin-off, including the size and structure of the Global Offering and the terms of the Assured Entitlement, have not yet been finalised and further announcement(s) will be made by the Company as and when appropriate.

If the Conditional Distribution becomes unconditional, it will be satisfied wholly by way of a distribution in specie of the KWG Living Shares to the Qualifying Shareholders whose names appeared on the register of members of the Company on the Record Date.

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The purpose of this announcement is to inform the Qualifying Shareholders of the Record Date for the purpose of determining the Conditional Distribution and the Assured Entitlement.

Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date will be entitled to apply for certain KWG Living Shares on an assured basis pursuant to the Preferential Offering, if the Proposed Spin-off proceeds. The basis of the Assured Entitlement will be determined based on their respective shareholdings in the Company on the Record Date, the details of which will be separately announced.

Subject to the applicable legal restrictions and regulatory requirements, the Qualifying Shareholders (regardless of whether they choose to participate in the Preferential Offering) and Shareholders who are Non-Qualifying Shareholders (or who do not satisfy the basis of the Assured Entitlement) may also either, if eligible, (i) apply for the KWG Living Shares offered under the Hong Kong Public Offering; or (ii) indicate an interest for the KWG Living Shares offered under the International Offering.

Persons who are in doubt about their position or any action to be taken are recommended to consult their own professional advisers.

RECORD DATE AND CLOSURE OF REGISTER OF MEMBERS

The Record Date for the purpose of determining the Conditional Distribution and the Assured Entitlement will be on Friday, 9 October 2020. The register of members of the Company will be closed on Friday, 9 October 2020 and no transfer of the Shares will be registered on such day.

In order to qualify for the Conditional Distribution and the Assured Entitlement, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4 : 30 p.m. on Thursday, 8 October 2020.

As the final dates of registration and issue of the prospectus of KWG Living have not yet been determined, the Record Date and the closure of the register of members of the Company for the purpose of determining the Conditional Distribution and the Assured Entitlement set out in this announcement are subject to change depending on the final timetable of the Proposed Spin-off.

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In the event that there is any change to the Record Date and the date of the closure of the register of members of the Company for determining the Conditional Distribution and the Assured Entitlement, a further announcement will be made by the Company and such revised Record Date and the date of the closure of the register of members of the Company will supersede and replace the Record Date and the date of the closure of the register of members of the Company for determining the Conditional Distribution and the Assured Entitlement set out in this announcement.

GENERAL

Details in respect of the Proposed Spin-off, including the size, structure of the Global Offering, the expected timetable and the terms of the Assured Entitlement, have not yet been finalised. Further announcement(s) will be made by the Company in relation to the Proposed Spin-off as and when appropriate.

The Proposed Spin-off is subject to, among other things, the approval of the Listing Committee for the grant of the listing of, and permission to deal in, the KWG Living Shares, the final decisions of the Board and of the board of directors of KWG Living, market conditions and other considerations. The Proposed Spin-off may or may not materialise. Shareholders and other investors should be aware that there is no assurance that the Proposed Spin-off will take place or as to when it may take place. If the Proposed Spin-off does not proceed for any reason, the Conditional Distribution and the Preferential Offering will not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company. Persons who are in doubt about their position or any action to be taken are recommended to consult their own professional advisers.

DEFINITION

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

''Assured	the entitlement of the Qualifying Shareholders to apply for
Entitlement''	certain KWG Living Shares on an assured basis pursuant to the
	Preferential Offering to be determined based on their respective
	shareholdings in the Company on the Record Date
''Board''	the board of directors of the Company
''Company''	KWG Group Holdings Limited (合景泰富集團控股有限公司)
	(stock code: 1813), an exempted company incorporated in the
	Cayman Islands with limited liability on 28 July 2006, the share
	of which are listed on the Main Board of the Stock Exchange
''Conditional	the conditional special dividend to be declared by the Board and
Distribution''	to be satisfied by way of a distribution in specie of the KWG
	Living Shares

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''Global Offering''	the Hong Kong Public Offering and the International Offering
	(including the Preferential Offering)
''Hong Kong''	the Hong Kong Special Administrative Region of the People's
	Republic of China
''Hong Kong Public	the offer of the KWG Living Shares for subscription by the
Offering''	public in Hong Kong on the terms and conditions to be set out in
	the prospectus and application forms of KWG Living
''International	the offer of the KWG Living Shares by the international
Offering''	underwriters of KWG Living outside the United States in
	offshore transactions in accordance with Regulation S
''KWG Living''	KWG Living Group Holdings Limited (合景悠活集團控股有限
	公司), an exempted company incorporated in the Cayman
	Islands with limited liability on 11 September 2019
''KWG Living	ordinary share(s) with nominal value of HK$0.01 each in the
Shares''	share capital of KWG Living
''Listing Committee''	the Listing Committee of the Stock Exchange
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Non-Qualifying	Shareholders whose names appear in the register of members of
Shareholders''	the Company as of 4 : 30 p.m. on the Record Date and whose
	addresses as shown on such register are in any of the
	jurisdictions, which the Company and KWG Living consider it
	necessary or expedient to exclude from the Preferential Offering
	on account of the legal restrictions under the laws of the relevant
	jurisdiction or the requirements of the relevant body or stock
	exchange in that jurisdiction
''Preferential	the preferential offering of the KWG Living Shares to the
Offering''	Qualifying Shareholders as the Assured Entitlement in the
	Global Offering
''Proposed Spin-off''	the proposed spin-off and separate listing of the KWG Living
	Shares on the Main Board of the Stock Exchange
''Qualifying	Shareholders whose names appear in the register of members of
Shareholders''	the Company at 4 : 30 p.m. on the Record Date, other than
	Non-Qualifying Shareholders

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''Record Date''	9 October 2020, being the record date for ascertaining the
	Qualifying Shareholders who shall be entitled to the Conditional
	Distribution and the Assured Entitlement
''Regulation S''	Regulation S under the U.S. Securities Act
''Shares''	ordinary share(s) with nominal value of HK$0.10 each in the
	share capital of the Company
''Shareholders''	shareholders of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''United States''	the United States of America
''%''	Percentage
	By order of the Board
	KWG Group Holdings Limited
	KONG Jianmin
	Chairman
Hong Kong, 22 September 2020
As at the date of	this announcement, the Board comprises seven Directors,

of whom Mr. KONG Jianmin (Chairman), Mr. KONG Jiantao (Chief Executive Officer), Mr. KONG Jiannan and Mr. CAI Fengjia are Executive Directors; and Mr. LEE Ka Sze, Carmelo JP, Mr. TAM Chun Fai and Mr. LI Binhai are Independent Non-executive Directors.

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