Hong Kong Exchanges and Clearing : PROPOSED FURTHER 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 FURTHER ISSUE OF USD SENIOR NOTES

Reference is made to the Announcements. The Company proposes to further issue additional USD senior notes. If the New Notes Issue materialises, the New Notes shall be consolidated and form a single series with the Original Notes.

The pricing of the New Notes, including the aggregate principal amount and the Offer Price, will be determined through a book building exercise to be conducted by Bank of America Merrill Lynch, China International Capital Corporation, DBS Bank Ltd., Deutsche Bank, HSBC, J.P. Morgan, Nomura and UBS as the joint lead managers and the joint bookrunners of the New Notes Issue. Upon finalising the terms of the New Notes, it is expected that Bank of America Merrill Lynch, China International Capital Corporation, DBS Bank Ltd., Deutsche Bank, HSBC, J.P. Morgan, Nomura and UBS and the Company, among others, will enter into the Purchase Agreement.

The Company intends to use the proceeds of the New Notes to refinance the Group's existing offshore indebtedness. The pricing and completion of the New Notes Issue are subject to market conditions and investor interest.

The Original Notes are listed on the SGX-ST. Application will be made to the SGX-ST for the listing of and quotation for the New 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 New Notes on the Official List of the SGX-ST is not to be taken as an indication of the merits of the Company, the New Notes, the Subsidiary Guarantees, the Subsidiary Guarantors or their respective subsidiaries (if any).

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

THE NEW NOTES ISSUE

Introduction

Reference is made to the Announcements. Unless otherwise defined, terms that are defined in the Announcements shall have the same meanings in this announcement. The Company proposes to further issue additional USD senior notes. If the New Notes Issue materialises, the New Notes shall be consolidated and form a single series with the Original Notes.

The pricing of the New Notes, including the aggregate principal amount and the Offer Price, will be determined through a book building exercise to be conducted by Bank of America Merrill Lynch, China International Capital Corporation, DBS Bank Ltd., Deutsche Bank, HSBC, J.P. Morgan, Nomura and UBS as the joint lead managers and the joint bookrunners of the New Notes Issue. The terms and conditions of the New Notes will otherwise be consistent with the terms and conditions of the Original Notes. Upon finalising the terms of the New Notes, it is expected that Bank of America Merrill Lynch, China International Capital Corporation, DBS Bank Ltd., Deutsche Bank, HSBC, J.P. Morgan, Nomura and UBS and the Company, among others, will enter into the Purchase Agreement, pursuant to which Bank of America Merrill Lynch, China International Capital Corporation, DBS Bank Ltd., Deutsche Bank, HSBC, J.P. Morgan, Nomura and UBS will be the initial purchasers of the New Notes. The Company will make a further announcement on the New Notes Issue upon execution of the Purchase Agreement.

The New 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 New 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 New Notes will be offered to the public in Hong Kong and none of the New Notes will be placed with any connected persons of the Company.

Reasons for the New Notes Issue

The Company intends to use the proceeds of the New Notes to refinance the Group's existing offshore indebtedness. The Company may adjust the foregoing plan in response to changing market conditions and reallocate the use of proceeds.

Listing

The Original Notes are listed on the SGX-ST. Application will be made to the SGX-ST for the listing of and quotation for the New 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 New Notes on the Official List of the SGX-ST is not to be taken as an indication of the merits of the Company, the New Notes, the Subsidiary Guarantees, the Subsidiary Guarantors or their respective subsidiaries (if any).

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GENERAL

As no binding agreement in relation to the New Notes Issue has been entered into as at the date of this announcement, the New 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 New 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:

"Announcements"	the announcements dated 11 February 2019 in relation to the issuance of
	the Original Notes
"Bank of America Merrill	Merrill Lynch (Asia Pacific) Limited, one of the joint lead managers and
Lynch"	the joint bookrunners in respect of the offer and sale of the New Notes
"China International	China International Capital Corporation Hong Kong Securities Limited,
Capital Corporation"	one of the joint lead managers and the joint bookrunners in respect of the
	offer and sale of the New Notes
"DBS Bank Ltd."	DBS Bank Ltd., one of the joint lead managers and the joint bookrunners
	in respect of the offer and sale of the New Notes
"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 New Notes
"HSBC"	The Hongkong and Shanghai Banking Corporation Limited, one of the
	joint lead managers and the joint bookrunners in respect of the offer and
	sale of the New Notes
"J.P. Morgan"	J.P. Morgan Securities (Asia Pacific) Limited, one of the joint lead
	managers and the joint bookrunners in respect of the offer and sale of the
	New Notes
"New Notes"	the additional USD senior notes to be issued by the Company subject to
	the terms and conditions of the Purchase Agreement, which, if issued,
	shall be consolidated and form a single series with the Original Notes
"New Notes Issue"	the proposed issue of the New Notes by the Company
"Nomura"	Nomura International (Hong Kong) Limited, one of the joint lead
	managers and the joint bookrunners in respect of the offer and sale of the
	New Notes
"Offer Price"	the final price at which the New Notes will be sold

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"Original Notes"	USD225,000,000 7.95% senior notes due 2023 issued by the Company
"Purchase Agreement"	the agreement proposed to be entered into by and among, inter alia, the
	Company, Bank of America Merrill Lynch, China International Capital
	Corporation, DBS Bank Ltd., Deutsche Bank, HSBC, J.P. Morgan,
	Nomura and UBS, in relation to the New Notes Issue
"Subsidiary Guarantees"	the guarantees provided by certain Subsidiary Guarantors in respect of the
	New Notes Issue
"Subsidiary Guarantors"	certain of the Company's existing subsidiaries that will guarantee the New
	Notes on the issue date of the New Notes
"UBS"	UBS AG Hong Kong Branch, incorporated in Switzerland with limited
	liability, one of the joint lead managers and the joint bookrunners in
	respect of the offer and sale of the New Notes

By order of the Board

China Aoyuan Group Limited

Guo Zi Wen

Chairman

Hong Kong, 30 July 2019

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 and Mr. Chan Ka Yeung Jacky; 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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