Hydoo International : ISSUE OF ADDITIONAL US$50,000,000 14.00% SENIOR NOTES DUE 2021

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 for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state of the United States or other jurisdiction. The securities are being offered and sold outside the United States in reliance on Regulation S under the Securities Act and may not be offered or sold within the United States absent registration or an exemption from registration under the Securities Act. No public offering of the securities will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and will contain detailed information about the Company and management, as well as financial statements. The Company does not intend to register any part of the offering in the United States.

HYDOO INTERNATIONAL HOLDING LIMITED

毅 德 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1396)

ISSUE OF ADDITIONAL US$50,000,000

14.00% SENIOR NOTES DUE 2021

Reference is made to the announcements of the Company dated 2 December 2019, 4 December 2019, 12 December 2019, 13 December 2019 and 20 December 2019 in respect of the issue of the Original Notes by the Company.

On 27 December 2019 (Hong Kong time), the Company and the Subsidiary Guarantors entered into the Purchase Agreement with the Investor in connection with the Additional Notes Issue. The Additional Notes will be issued on the same terms and conditions as the Original Notes, save for the issue date and the issue price. The Additional Notes will be consolidated and form a single class with the Original Notes.

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Completion of the Additional Notes Issue is subject to market conditions. The Company intends to use the net proceeds primarily for repayment of debts, financing acquisition or development of assets or property in the ordinary course of business, and general corporate purposes. The Company may adjust their development plans in response to changing market conditions and therefore reallocate the use of proceeds within the above uses as such conditions may warrant.

The Original Notes are listed on the Official List of the SGX-ST. Approval in-principle has been received for the listing and quotation of the Additional Notes on the Official List of the SGX-ST. The approval in-principal granted for listing and quotation of the Additional Notes on the SGX-ST is not to be taken as an indication of the merits of the Company, the Subsidiary Guarantors or any other subsidiary or associated company of the Company, the Additional Notes or the Subsidiary Guarantees. The SGX-ST assumes no responsibility for the contents of this announcement. No listing of the Additional Notes has been sought in Hong Kong.

Completion is subject to the terms and conditions of the Purchase Agreement. Accordingly, the purchase may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

THE PURCHASE AGREEMENT

Date: 27 December 2019 (Hong Kong time)

Parties to the Purchase Agreement

1. the Company as the issuer;
2. the Subsidiary Guarantors; and
3. the Investor as the subscriber of the Additional Notes.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiry, the Investor is an independent third party and not a Connected person of the Company.

The Additional Notes and the Subsidiary Guarantees have not been and will not be registered under the 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 Securities Act. Accordingly, the Additional Notes are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S. None of the Additional Notes will be offered to the public in Hong Kong and none of the Additional Notes will be placed with any Connected persons of the Company.

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PRINCIPAL TERMS OF THE ADDITIONAL NOTES

The principal terms of the Additional Notes are the same as the terms of the Original Notes as set forth in the announcement of the Company dated 13 December 2019, save for the issue date and the issue price. The Additional Notes will be consolidated and form a single class with the Original Notes. A summary of certain provisions of the Additional Notes is set out below:

Additional Notes Offered

Subject to certain conditions to the Completion, the Company will issue the Additional Notes in the aggregate principal amount of US$50,000,000 which will mature on 19 December 2021, unless earlier redeemed pursuant to the terms thereof.

Interest

The Additional Notes will bear interest from and including 19 December 2019 at the rate of 14.00% per annum, payable semi-annually in arrears on 19 June and 19 December each year, commencing on 19 June 2020.

Ranking of the Additional Notes

The Additional Notes are general obligations of the Company and will be (1) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Additional Notes; (2) at least pari passu in right of payment with all other unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such unsecured, unsubordinated indebtedness pursuant to applicable law), except for the Existing Notes to the extent of the value of the assets serving as security thereof; (3) guaranteed by the Subsidiary Guarantors and JV Subsidiary Guarantors (if any) on a senior basis, subject to certain limitations; (4) effectively subordinated to the other secured obligations of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors to the extent of the value of the assets serving as security therefor; and (5) effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries.

Information of the Company and Reasons for the Additional Notes Issue

The Company is an investment holding company, and its subsidiaries are principally engaged in the development and operation of large-scale business centers in the PRC. As of 31 August 2019, we were simultaneously developing and operating 12 projects in 7 provinces and autonomous regions in China, 11 of which are large-scale trade centers. As of 31 August 2019, the Group had a total land bank of 7.9 million sq.m. Our business focuses primarily on the development and operation of large-scale trade centers in high growth second-and third- tier cities in China.

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The Company intends to use the proceeds of the Additional Notes primarily for repayment of debts, financing acquisition or development of assets or property in the ordinary course of business, and general corporate purposes. The Company may adjust their development plans in response to changing market conditions and therefore reallocate the use of proceeds within the above uses as such conditions may warrant.

Listing

The Original Notes are listed on the Official List of the SGX-ST. Approval in-principle has been received for the listing and quotation of the Additional Notes on the Official List of the SGX-ST. The approval in-principal granted for listing and quotation of the Additional Notes on the SGX-ST is not to be taken as an indication of the merits of the Company, the Subsidiary Guarantors or any other subsidiary or associated company of the Company, the Additional Notes or the Subsidiary Guarantees. The SGX-ST assumes no responsibility for the contents of this announcement. No listing of the Additional Notes has been sought in Hong Kong.

Completion is subject to the terms and conditions of the Purchase Agreement. Accordingly, the purchases may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

DEFINITIONS

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

"Additional Notes"	the additional 14.00% guaranteed senior notes due 2021 in
	the principal amount of US$50,000,000 to be issued by the
	Company subject to the terms and conditions of the Purchase
	Agreement;
"Additional Notes Issue"	the issue of the Additional Notes by the Company;
"Board"	the board of Directors;
"China" or "PRC"	the People's Republic of China, excluding Hong Kong, Macao
	Special Administrative Region of the People's Republic of
	China and Taiwan for the purpose of this announcement;
"Company"	Hydoo International Holding Limited, a company incorporated
	in the Cayman Islands with limited liability, whose Shares are
	listed on the main board of the Stock Exchange;
"Completion"	the completion of the purchases by the Investor under the
	Purchase Agreement;

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"Connected person(s)"	has the meaning ascribed to it under the Listing Rules;
"Directors"	the directors of the Company;
"Existing Notes"	the Company's outstanding 12% Senior Notes due 2020 (ISIN:
	XS1809865378, Common Code: 180986537);
"Group", "we", "our"	the Company and its subsidiaries;
and "us"
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"Investor"	an investment holding company incorporated in the British
	Virgin Islands with limited liability. The Investor is an
	independent third party to the Company and its Connected
	persons;
"JV Subsidiary Guarantees"	limited-recourse guarantees provided by the JV Subsidiary
	Guarantors on the Additional Notes;
"JV Subsidiary Guarantors"	JV Subsidiary Guarantors that in the future provide JV
	Subsidiary Guarantees;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"Non-Guarantor Subsidiary"	certain subsidiaries of the Company which do not provide
	Subsidiary Guarantees or JV Subsidiary Guarantees for the
	Additional Notes;
"Original Notes"	the 14.00% senior notes due 2021 in the principal amount of
	US$193,500,000 issued by the Company on 19 December 2019
	which are listed and traded on the SGX-ST;
"Purchase Agreement"	the purchase agreement dated 27 December 2019 entered into
	between the Company, the Subsidiary Guarantors and the
	Investor in relation to the Additional Notes Issue;
"Securities Act"	the United States Securities Act of 1933, as amended;
"SGX-ST"	Singapore Exchange Securities Trading Limited;
"Shares"	ordinary shares of HK$0.01 each in the issued share capital of
	the Company;

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"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Subsidiary Guarantees"	the guarantees provided by the Subsidiary Guarantors in respect
	of the Additional Notes;
"Subsidiary Guarantors"	the subsidiaries of the Company which guarantee the Additional
	Notes;
"United States"	the United States of America;
"US$"	United States dollar, the lawful currency of the United States;
	and
"%"	per cent.

By order of the Board

Hydoo International Holding Limited

WONG Choi Hing

Chairman and Executive Director

Hong Kong, 27 December 2019

As at the date of this announcement, the executive Directors of the Company are Mr. Wong Choi Hing, Mr. Cai Hongwen, Mr. Zeng Yunshu, and Mr. Wang Dewen; and the independent non-executive Directors of the Company are Mr. Zhao Lihua, Mr. Lam Chi Yuen Nelson and Mr. Yue Zheng.

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