China Aoyuan : GENERAL DISCLOSURE UNDER RULE 13.18 OF THE LISTING RULES

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3883)

GENERAL DISCLOSURE UNDER RULE 13.18 OF THE LISTING RULES

This announcement is made pursuant to Rule 13.18 of the Listing Rules with respect to the Loan Agreement which contains specific performance obligations on the controlling shareholder of the Company.

This announcement is made pursuant to Rule 13.18 of the Listing Rules in respect of the Loan Agreement entered into between the Company as borrower and Bank of China (Hong Kong), The Bank of East Asia, Limited, Barclays, Chong Hing Bank, CMB Wing Lung Bank, Deutsche Bank, Hang Seng Bank, Nanyang Commercial Bank and Tai Fung Bank (in alphabetical order based on their English names) as original lenders (the "Lenders") in the Loan Agreement on 8 March 2021 which contains specific performance obligations on the controlling shareholder of the Company.

LOAN AGREEMENT

(1) General

On 8 March 2021, the Company as borrower and the Lenders as original lenders entered into the Loan Agreement, pursuant to which a banking facility relating to secured dual currency term loan facilities of approximately HK$1,598,000,000 and US$20,000,000 was granted by the Lenders to the Company, consisting of the HK$ Facility and the US$ Facility.

Pursuant to the Loan Agreement, the Company shall pay to the Lenders interest on all outstanding amounts, in the case of the HK$ Facility on a basis of a 365-day year, and in the case of the US$ Facility on a basis of a 360-day year.

Unless the facilities are terminated earlier by the Lenders in accordance with the terms of the Loan Agreement, both the HK$ Facility and the US$ Facility will mature on the date falling thirty-six (36) months/three (3) years from the date of the Loan Agreement.

• (2) Principal Terms of the Loan Agreement

  Interest and Fees

  The Loan Agreement will bear interest from the Drawdown Date to the maturity date of the facilities at the rate of (a) in respect of the loan under the HK$ Facility, HIBOR plus 4.30% per annum; and (b) in respect of the loan under the US$ Facility, LIBOR plus 4.30% per annum.

  In connection with the Loan Agreement, the Company will pay to the Lenders certain management fees, commitment fees and other related fees.

  Guarantee

  The Subsidiary Guarantors will jointly and severally guarantee the due and punctual payment of the principal, interest and all other amounts payable under the Loan Agreement.

  Security

  The Company's obligations under the Loan Agreement will be secured by share charges granted by the Company and certain of its subsidiaries in respect of capital stock of certain Subsidiary Guarantors.

  Use of Proceeds

  The amount borrowed by the Company under the Loan Agreement will be used for the purpose of refinancing existing offshore indebtedness of the Company.

• (3) Specific Performance Obligations Imposed on the Controlling Shareholder of the Company

  The Loan Agreement contains certain specific performance obligations on the controlling shareholder of the Company, Mr. Guo Zi Wen. As long as any part of the loan under the Loan Agreement remains outstanding, the Company shall procure that:

  • (a) Mr. Guo Zi Wen and Mr. Guo Zi Ning shall at all times collectively maintain, directly or indirectly, at least 40% of beneficial shareholding in the Company, collectively remain the single largest shareholder of the Company and/or maintain management control over the Company; and

  • (b) Mr. Guo Zi Wen and Mr. Guo Zi Ning shall remain the chairman and the vice chairman of the board of directors of the Company respectively.

• (4) Impact of Breach of the Specific Performance Obligations Imposed

  A breach of any of the said specific performance obligations will constitute an event of default under the Loan Agreement whereupon, the Lenders will have the power to declare the commitment under the Loan Agreement to be cancelled and/or declare all outstanding amounts together with interest accrued and all other sums payable by the Company to be immediately due and payable.

GENERAL

This announcement is made in compliance with the disclosure requirement under Rule 13.18 of the Listing Rules. In accordance with the requirements pursuant to Rule 13.21 of the Listing Rules, disclosure will be included in the interim and annual reports of the Company for so long as the said specific performance obligations imposed on Mr. Guo Zi Wen under the Loan Agreement continue to exist.

DEFINITIONS

"Bank of China (Hong Kong)" Bank of China (Hong Kong) Limited, one of the mandated lead arrangers & bookrunners and the original lenders in the Loan Agreement

"Barclays"	Barclays Bank PLC, one of the original lenders in the Loan Agreement
"Chong Hing Bank"	Chong Hing Bank Limited and Chong Hing Bank Limited, Macau
Branch, one of the original lenders in the Loan Agreement
"CMB Wing Lung Bank"	CMB Wing Lung Bank Limited, one of the original lenders in the Loan
Agreement
"Company"	China Aoyuan Group Limited, a company incorporated under the laws
of the Cayman Islands, the shares of which are listed on the Stock
Exchange
"Deutsche Bank"	Deutsche Bank AG, Singapore Branch, one of the original lenders in the
Loan Agreement
"Drawdown Date"	the date on which a drawing made by the Company is made in
accordance with the Loan Agreement
"Group"	the Company and its subsidiaries
"Hang Seng Bank"	Hang Seng Bank Limited, the agent, one of the mandated lead arrangers
& bookrunners and the original lenders in the Loan Agreement
"HIBOR"	Hong Kong interbank offered rate as determined in the manner set out
in the Loan Agreement
"HK$" and "Hong Kong	the lawful currency of the Hong Kong Special Administrative Region of
dollar"	the People's Republic of China
"HK$ Facility"	a HK$ facility under the Loan Agreement
3

"Lenders"	a group of financial institutions including Bank of China (Hong
Kong), The Bank of East Asia, Limited, Barclays, Chong Hing Bank,
CMB Wing Lung Bank, Deutsche Bank, Hang Seng Bank, Nanyang
Commercial Bank and Tai Fung Bank as original lenders in the Loan
Agreement
"LIBOR"	London interbank offered rate as determined in the manner set out in
the Loan Agreement
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Loan Agreement"	a dual currency term loan facility agreement dated 8 March 2021
entered into between, among others, the Company as borrower and the
Lenders as original lenders, in relation to a secured dual currency term
loan facilities of approximately HK$1,598,000,000 and US$20,000,000
granted by the Lenders to the Company
"Nanyang Commercial Bank"	Nanyang Commercial Bank, Limited and Nanyang Commercial
Bank (China), Limited Guangzhou Branch, one of the mandated
lead arrangers & bookrunners and the original lenders in the Loan
Agreement
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subsidiary Guarantors"	certain subsidiaries of the Company which will jointly and severally
guarantee the due and punctual payment of the principal of and interest
on, and all other amounts payable under the Loan Agreement
"Tai Fung Bank"	Tai Fung Bank Limited, one of the original lenders in the Loan
Agreement
"The Bank of East Asia,	The Bank of East Asia, Limited, one of the original lenders in the Loan
Limited"	Agreement
"US$ Facility"	a US$ facility under the Loan Agreement
"US$" or "US dollar"	United States dollar, the lawful currency of the United States of
America
Hong Kong, 8 March 2021

By order of the Board China Aoyuan Group Limited

Guo Zi Wen

Chairman

As at the date of this announcement, the executive directors of the Company are Mr. Guo Zi Wen, Mr.

Guo Zi Ning, Mr. Ma Jun, Mr. Chan Ka Yeung Jacky, Mr. Zhang Jun and Mr. Chen Zhi Bin; and the independent non-executive directors of the Company are Mr. Tsui King Fai, Mr. Cheung Kwok Keung and Mr. Hu Jiang.