China Aoyuan : PROPOSED SPIN-OFF AND SEPARATE LISTING O...

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 any securities.

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3883)

PROPOSED SPIN-OFF AND SEPARATE LISTING OF AOYUAN HEALTHY LIFE GROUP COMPANY LIMITED

ON THE MAIN BOARD OF THE STOCK EXCHANGE

LISTING OF AOYUAN HEALTHY LIFE AND COMMENCEMENT OF DEALINGS OF

THE AOYUAN HEALTHY LIFE SHARES

The Board is pleased to announce that following the completion of the Global Offering, listing of Aoyuan Healthy Life on the Main Board of the Stock Exchange took place on 18 March 2019 and dealings in the Aoyuan Healthy Life Shares on the Main Board of the Stock Exchange commenced at 9:00 a.m. on 18 March 2019.

INTRODUCTION

References are made to the announcements of the Company dated 31 August 2018, 12 February 2019, 13 February 2019, 20 February 2019, 25 February 2019, 28 February 2019 and 15 March 2019 (the "Announcements") in relation to the Proposed Spin-off. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

LISTING OF AOYUAN HEALTHY LIFE AND COMMENCEMENT OF DEALINGS OF THE AOYUAN HEALTHY LIFE SHARES

The Stock Exchange has granted the listing of, and permission to deal in, the Aoyuan Healthy Life Shares on the Main Board of the Stock Exchange.

Following the completion of the Global Offering, (i) listing of Aoyuan Healthy Life on the Main Board of the Stock Exchange took place on 18 March 2019; and (ii) dealings in the Aoyuan Healthy Life Shares on the Main Board of the Stock Exchange commenced at 9:00 a.m. on 18 March 2019. The Aoyuan Healthy Life Shares are traded in board lots of 1,000 Aoyuan Healthy Life Shares each and the stock code is 3662.

Upon completion of the Capitalisation Issue and the Global Offering (taking no account of any Aoyuan Healthy Life Shares which may be issued and allotted pursuant to the exercise of the Over-allotment Option), the Company, through its wholly-owned subsidiary, indirectly controls approximately 56.6% of the total issued share capital of Aoyuan Healthy Life.

By order of the Board

China Aoyuan Group Limited

Guo Zi Wen

Chairman and Executive Director

Hong Kong, 18 March 2019

As at the date of this announcement, the executive directors of the Company are Mr. Guo Zi Wen, Mr. Guo Zi Ning, Ms. Zhong Ping and Mr. Ma Jun; and the independent non-executive directors of the Company are Mr. Tsui King Fai, Mr. Cheung Kwok Keung and Mr. Hu Jiang.