China Aoyuan : PROPOSED ISSUE OF USD SENIOR NOTES

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 is not for distribution, directly or indirectly, in or into the United States. 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. 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 and its management and financial statements. No public offer of securities is to be made by the Company in the United States.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3883)

PROPOSED ISSUE OF USD SENIOR NOTES

The Company proposes to conduct an international offering of USD senior notes.

The pricing of the Notes, including the aggregate principal amount, the Offer Price and the interest rate, will be determined through a book building exercise to be conducted by AMTD, Barclays, BofA Securities, China CITIC Bank International, China International Capital Corporation, CMB International, Deutsche Bank, Guotai Junan International, Haitong International, Morgan Stanley, OCBC Bank and UBS as the joint lead managers and the joint bookrunners of the Notes Issue. Upon finalising the terms of the Notes, it is expected that AMTD, Barclays, BofA Securities, China CITIC Bank International, China International Capital Corporation, CMB International, Deutsche Bank, Guotai Junan International, Haitong International, Morgan Stanley, OCBC Bank, UBS and the Company, among others, will enter into the Purchase Agreement with respect to the Notes Issue.

The Company intends to use the proceeds of the Notes to refinance its existing medium to long-term offshore indebtedness which will become due within one year. The pricing and completion of the Notes Issue are subject to market conditions and investor interest.

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Application will be made to the SGX-ST for the listing of and quotation for the Notes on the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Approval for the listing and quotation of the Notes on the Official List of the SGX-ST is not to be taken as an indication of the merits of the Company, the Notes, the Subsidiary Guarantees, the Subsidiary Guarantors or their respective subsidiaries (if any).

As no binding agreement in relation to the Notes Issue has been entered into as at the date of this announcement, the 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 Notes Issue will be made by the Company should the Purchase Agreement be signed.

THE NOTES ISSUE

Introduction

The Company proposes to conduct an international offering of USD senior notes.

The pricing of the Notes, including the aggregate principal amount, the Offer Price and the interest rate, will be determined through a book building exercise to be conducted by AMTD, Barclays, BofA Securities, China CITIC Bank International, China International Capital Corporation, CMB International, Deutsche Bank, Guotai Junan International, Haitong International, Morgan Stanley, OCBC Bank and UBS as the joint lead managers and the joint bookrunners of the Notes Issue. The terms and conditions of the Notes are still being determined and will likely include guarantees to be provided by certain Subsidiary Guarantors as well as pledges of shares held by the Company and certain of these subsidiaries. Upon finalising the terms of the Notes, it is expected that AMTD, Barclays, BofA Securities, China CITIC Bank International, China International Capital Corporation, CMB International, Deutsche Bank, Guotai Junan International, Haitong International, Morgan Stanley, OCBC Bank, UBS and the Company, among others, will enter into the Purchase Agreement with respect to the Notes Issue, pursuant to which AMTD, Barclays, BofA Securities, China CITIC Bank International, China International Capital Corporation, CMB International, Deutsche Bank, Guotai Junan International, Haitong International, Morgan Stanley, OCBC Bank and UBS will be the initial purchasers of the Notes. The Company will make a further announcement on the Notes Issue upon execution of the Purchase Agreement.

The Notes and the Subsidiary Guarantees have not been and will not be registered under the U.S. Securities Act or any state securities laws and, unless so registered, may not be offered or sold within the United States and may only be offered, sold or delivered outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. Accordingly, the Notes are being offered and sold only outside the United States in reliance on Regulation S under the U.S. Securities Act. None of the Notes will be offered to the public in Hong Kong and none of the Notes will be placed with any connected persons of the Company.

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Reasons for the Notes Issue

The Company intends to use the proceeds of the Notes to refinance its existing medium to long-term offshore indebtedness which will become due within one year. The Company may adjust the foregoing plan in response to changing market conditions and reallocate the use of proceeds.

Listing

Application will be made to the SGX-ST for the listing of and quotation for the Notes on the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Approval for the listing and quotation of the Notes on the Official List of the SGX-ST is not to be taken as an indication of the merits of the Company, the Notes, the Subsidiary Guarantees, the Subsidiary Guarantors or their respective subsidiaries (if any).

GENERAL

As no binding agreement in relation to the Notes Issue has been entered into as at the date of this announcement, the 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 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 out below unless the context requires otherwise:

"AMTD"	AMTD Global Markets Limited, one of the joint lead managers and the
	joint bookrunners in respect of the offer and sale of the Notes
"Barclays"	Barclays Bank PLC, one of the joint lead managers and the joint
	bookrunners in respect of the offer and sale of the Notes
"BofA Securities"	Merrill Lynch (Asia Pacific) Limited, one of the joint lead managers
	and the joint bookrunners in respect of the offer and sale of the Notes
"Board"	the board of Directors
"China CITIC Bank	China CITIC Bank International Limited, one of the joint lead
International"	managers and the joint bookrunners in respect of the offer and sale of
	the Notes

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"China International Capital	China International Capital Corporation Hong Kong Securities Limited,
Corporation"	one of the joint lead managers and the joint bookrunners in respect of
	the offer and sale of the Notes
"CMB International"	CMB International Capital Limited, one of the joint lead managers and
	the joint bookrunners in respect of the offer and sale of the Notes
"Company"	China Aoyuan Group Limited, an exempted company incorporated in
	the Cayman Islands with limited liability, the shares of which are listed
	on the main board of the HKSE
"connected person"	has the meaning ascribed to it under the Listing Rules
"Deutsche Bank"	Deutsche Bank AG, Singapore Branch, one of the joint lead managers
	and the joint bookrunners in respect of the offer and sale of the Notes
"Directors"	the directors of the Company
"Group"	the Company and its subsidiaries
"Guotai Junan International"	Guotai Junan Securities (Hong Kong) Limited, one of the joint lead
	managers and the joint bookrunners in respect of the offer and sale of
	the Notes
"Haitong International"	Haitong International Securities Company Limited, one of the joint
	lead managers and the joint bookrunners in respect of the offer and sale
	of the Notes
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic
	of China
"HKSE"	The Stock Exchange of Hong Kong Limited
"Listing Rules"	the Rules Governing the Listing of Securities on the HKSE
"Morgan Stanley"	Morgan Stanley & Co. International plc, one of the joint lead managers
	and the joint bookrunners in respect of the offer and sale of the Notes
"Notes"	the USD senior notes to be issued by the Company subject to the terms
	and conditions of the Purchase Agreement
"Notes Issue"	the proposed issue of the Notes by the Company

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"OCBC Bank"	Oversea-Chinese Banking Corporation Limited, one of the joint lead
	managers and the joint bookrunners in respect of the offer and sale of
	the Notes
"Offer Price"	the final price at which the Notes will be sold
"PRC"	the People's Republic of China, excluding Hong Kong, the Macao
	Special Administrative Region of the People's Republic of China and
	Taiwan for the purpose of this announcement
"Purchase Agreement"	the agreement proposed to be entered into by and among, inter alia ,
	the Company, AMTD, Barclays, BofA Securities, China CITIC
	Bank International, China International Capital Corporation, CMB
	International, Deutsche Bank, Guotai Junan International, Haitong
	International, Morgan Stanley, OCBC Bank and UBS in relation to the
	Notes Issue
"SGX-ST"	The Singapore Exchange Securities Trading Limited
"Subsidiary Guarantees"	the guarantees provided by certain Subsidiary Guarantors in respect of
	the Notes Issue
"Subsidiary Guarantors"	certain of the Company's existing subsidiaries that will guarantee the
	Notes on the issue date of the Notes
"UBS"	UBS AG Hong Kong Branch, one of the joint lead managers and the
	joint bookrunners in respect of the offer and sale of the Notes
"USD"	United States dollars
"U.S. Securities Act"	the United States Securities Act of 1933, as amended
	By order of the Board
	China Aoyuan Group Limited
	Guo Zi Wen
	Chairman

Hong Kong, 17 September 2020

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 and Mr. Zhang Jun; and the independent non-executive directors of the Company are Mr. Tsui King Fai, Mr. Cheung Kwok Keung and Mr. Hu Jiang.

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