(1) EXCHANGE OFFER FOR THE OUTSTANDING 8.5% SENIOR NOTES DUE 2020 (ISIN: XS1643556670/Common Code: 164355667); AND (2) PROPOSED ISSUANCE OF NEW 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 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.

(Incorporated in the Cayman Islands with limited liability)

(HKSE Stock Code: 95)

1. EXCHANGE OFFER FOR THE OUTSTANDING 8.5% SENIOR NOTES DUE 2020 (ISIN: XS1643556670/Common Code: 164355667); AND
2. 1. PROPOSED ISSUANCE OF NEW SENIOR NOTES

On 20 February 2020, the Company commenced the Exchange Offer with respect to the Existing Notes held by non-U.S. persons outside the United States. The Exchange Offer is being made upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum.

The Company has mandated Nomura, BOSC International, AMTD, DBS Bank Ltd. and Haitong International as the Dealer Managers in relation to the Exchange Offer. The Company has also mandated D.F. King as the Information and Exchange Agent. For detailed descriptions of the terms and conditions of the Exchange Offer, Eligible Holders should refer to the Exchange Offer Memorandum.

The Company is conducting a separate concurrent offering to issue and sell Additional New Notes. The completion of the Concurrent New Money Issuance is subject to market conditions. If the Concurrent New Money Issuance is consummated, the Company will use the net cash proceeds from the Concurrent New Money Issuance for refinancing existing medium to long term offshore debts which will become due within one year.

- 1 -

Application will be made to the SGX-ST for the listing and quotation of the New Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this announcement. Approval in-principle from, admission to the Official List of, and the listing and quotation of the New Notes on, the SGX-ST are not to be taken as an indication of the merits of the offering, the Exchange Offer, the Company or the New Notes. No listing of the New Notes has been sought in Hong Kong.

Shareholders, Eligible Holders of the Existing Notes and potential investors should note that completion of the Exchange Offer and the Concurrent New Money Issuance is subject to the fulfillment or waiver of the conditions precedent to the Exchange Offer and the Concurrent New Money Issuance as set forth in the Exchange Offer Memorandum and summarized in the announcement. No assurance can be given that the Exchange Offer and the Concurrent New Money Issuance will be completed and the Company reserves the right to amend, withdraw or terminate the Exchange Offer and the Concurrent New Money Issuance with or without conditions.

The Company may, in its sole discretion, amend or waive certain of the conditions precedent to the Exchange Offer and the Concurrent New Money Issuance. As the Exchange Offer and the Concurrent New Money Issuance may or may not proceed, shareholders, holders of the Existing Notes and potential investors should exercise caution when dealing in the securities of the Company or the Existing Notes.

IMPORTANT NOTICE - THE EXCHANGE OFFER IS AVAILABLE ONLY TO INVESTORS WHO ARE NOT U.S. PERSONS (WITHIN THE MEANING OF REGULATION S) AND ARE OUTSIDE THE UNITED STATES. U.S. PERSONS (AS DEFINED UNDER REGULATION S), PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS AND PERSONS LOCATED IN THE UNITED STATES ARE NOT PERMITTED TO TENDER THE EXISTING NOTES IN THE EXCHANGE OFFER.

1. THE EXCHANGE OFFER
   Introduction
   The Company is offering to exchange any and all of its outstanding Existing Notes held by Eligible Holders in accordance with the terms and conditions as set out in the Exchange Offer Memorandum and as summarised under the "Summary of Terms of the Exchange Offer" section below.

The Exchange Offer is subject to certain conditions Memorandum, including an affirmative determination Exchange Offer is in its best interests.

as described in the Exchange Offer by the Company that effecting the

- 2 -

Notwithstanding anything to the contrary contained herein, but subject to applicable law, the Company may extend, withdraw or terminate the Exchange Offer if any of the conditions are not satisfied or waived by the Company by the Settlement Date and amend, modify or waive any of the terms and conditions of the Exchange Offer.

Concurrently with the Exchange Offer, the Company is conducting a separate concurrent offering to issue and sell Additional New Notes. If the Concurrent New Money Issuance is consummated, the Company will use the net cash proceeds from the Concurrent New Money Issuance for refinancing existing medium to long term offshore debts which will become due within one year. Nomura, BOSC International, AMTD, DBS Bank Ltd., CCB International, Haitong International, BOCOM International, China Investment Securities International, Zhongtai International, HeungKong Financial, ABC International, CMBC Capital and UBS are acting as the joint global coordinators, joint bookrunners and joint lead managers in connection with the Concurrent New Money Issuance.

The Exchange Offer is not being made within, and the Exchange Offer Memorandum is not for distribution in the United States or to or for the account or benefit of any U.S. person (as defined under Regulation S). The Exchange Offer Memorandum is not an offer of securities for sale in the United States or to or for the account or benefit of any U.S. person (as defined under Regulation S) or any other jurisdiction where it is unlawful to offer such securities, including the New Notes and any guarantees with respect thereto, for sale. Securities may not be offered, sold or delivered in the United States absent registration or an exemption from registration. The New Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to or for the account or benefit of any U.S. person.

Summary of Terms of The Exchange Offer

Upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum, the Company is offering to exchange any and all of its outstanding Existing Notes for the Exchange Consideration (as defined below).

Eligible Holders of the Existing Notes validly accepted and exchanged in the Exchange Offer will, from and including the Settlement Date, waive any and all rights with respect to the Existing Notes (other than the right to receive the relevant components of the applicable Exchange Consideration) and will release and discharge the Company from any and all claims such holder may have, now or in the future, arising out of or related to such Existing Notes, including any and all accrued and unpaid interest thereon.

Existing Notes accepted pursuant to the Exchange Offer will be exchanged on the Settlement Date and will subsequently be cancelled.

- 3 -

Exchange Consideration

For each US$1,000 principal amount of outstanding Existing Notes that is validly tendered prior to the Exchange Expiration Deadline and accepted for exchange, an Eligible Holder of the Existing Notes will receive the consideration below (the "Exchange Consideration"):

1. US$1,000 in aggregate principal amount of the New Notes;
2. Accrued Interest (rounded to the nearest US$0.01, with US$0.005 rounded upwards); and
3. subject to the requirement that any New Notes issued to any Eligible Holder be in a minimum principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof, in the event that such Eligible Holder is entitled to receive any New Notes in a principal amount that is not an integral multiple of US$1,000, cash (rounded to the nearest US$0.01, with US$0.005 rounded upwards) in lieu of any fractional amount of the New Notes equal to the principal amount of the New Notes not issued (after rounding downward the amount of the New Notes to the nearest multiple of US$1,000).

Interest Rate

The Company expects to announce the minimum yield of the New Notes on or about 25 February 2020. The final interest rate of the New Notes is expected to be set at the pricing of the Concurrent New Money Issuance.

Summary Timetable

The following summarises the anticipated timetable for the Exchange Offer. Please note that the expiration of the Exchange Offer and the settlement of the New Notes, as well as the other events listed below, may be earlier or later than indicated below.

This summary is qualified in its entirety at the Company's sole and absolute discretion to any extension, and the right to terminate the Exchange Offer at any time prior to its expiration. All references below are to London time, unless otherwise stated.

Date	Event
20 February 2020	Commencement of the Exchange Offer and announcement via
	the websites of the SGX-ST and the Exchange Website, and
	through Euroclear or Clearstream, as applicable.
	Exchange Offer Memorandum delivered to Eligible Holder of
	the Existing Notes who are non-U.S. persons outside the
	United States.

- 4 -

On or about 25 February	Announcement of the minimum yield of the New Notes.
2020
2 March 2020	Exchange Expiration Deadline. This being the last date and
(4:00 p.m. London Time)	time on which Eligible Holders of the Existing Notes who
	validly tender the Existing Notes are eligible to receive the
	relevant Exchange Consideration, as this is the last date and
	time for Eligible Holders of the Existing Notes to participate
	in the Exchange Offer.

As soon as practicable after the Exchange Expiration Deadline

Announcement of (i) the amount of tenders for exchange received prior to the Exchange Expiration Deadline, and the final total aggregate principal amount of the New Notes to be issued to Eligible Holders in exchange for the Existing Notes validly tendered, accepted and exchanged, (ii) determination of final interest rate and yield of the New Notes, and (iii) pricing of the Concurrent New Money Issuance (if any).

On or about 10 March 2020 Settlement of the New Notes, delivery of the Exchange Consideration to Eligible Holders whose Existing Notes have been validly tendered and accepted for exchange.

On or about 11 March 2020 Listing of the New Notes on the SGX-ST.

Procedures for Tendering Existing Notes

IMPORTANT NOTICE - THE EXCHANGE OFFER IS AVAILABLE ONLY TO INVESTORS WHO ARE NOT U.S. PERSONS (WITHIN THE MEANING OF REGULATION S) AND ARE OUTSIDE THE UNITED STATES. U.S. PERSONS (AS DEFINED IN REGULATION S); PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS AND PERSONS LOCATED IN THE UNITED STATES ARE NOT PERMITTED TO TENDER EXISTING NOTES IN THE EXCHANGE OFFER.

To participate in the Exchange Offer, an Eligible Holder must validly tender its Existing Notes for exchange pursuant to the Exchange Offer prior to the Exchange Expiration Deadline pursuant to the procedures described in the Exchange Offer Memorandum.

A separate instruction must be submitted on behalf of each beneficial owner of the Existing Notes.

The Existing Notes being tendered for exchange may only be submitted in a minimum principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof. The aggregate principal amount of the New Notes to be issued to any Eligible Holder will be in a minimum

- 5 -

principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof; provided that, if an Eligible Holder shall elect to partially exchange its Existing Notes into New Notes, the principal amount of Existing Notes retained must be a minimum principal amount of US$200,000.

Eligible Holders are responsible for ensuring that their instructions will result in the New Notes they are entitled to receive being at least equal to the minimum principal amount of US$200,000. Instructions that would result in a principal amount of New Notes below US$200,000 will be rejected.

Instructions in connection with the Exchange Offer are irrevocable, unless withdrawal thereof is required by the applicable law.

Conditions to the Exchange Offer

The obligation of the Company to consummate the Exchange Offer is conditional upon the following:

• there being no material adverse change in the market from the date of the Exchange Offer Memorandum to the Settlement Date;
• an affirmative determination by the Company that accepting the exchanges, paying the Exchange Consideration and effecting the transactions contemplated hereby are in its best interests; and
• the satisfaction of the other conditions described in the Exchange Offer Memorandum.

Subject to applicable law, the Company may terminate or withdraw the Exchange Offer if any of the conditions are not satisfied or waived by the Company by the Settlement Date. The Company may also extend the Exchange Offer from time to time until the conditions are satisfied or waived.

Use of Proceeds

The Company will not receive any cash proceeds from the Exchange Offer. Any Existing Notes exchanged in connection with the Exchange Offer will be cancelled.

Purpose of the Exchange Offer

The Company intends to refinance the Existing Notes and improve its debt structure to enable the Company to extend its debt maturity profile, develop more steadily, strengthen its balance sheet and improve cash flow management.

- 6 -

1. CONCURRENT NEW MONEY ISSUANCE
   Introduction
   The Company is conducting a separate concurrent offering to issue and sell the Additional New Notes. The completion of the Concurrent New Money Issuance is subject to market conditions. Nomura, BOSC International, AMTD, DBS Bank Ltd., CCB International, Haitong International, BOCOM International, China Investment Securities International, Zhongtai International, HeungKong Financial, ABC International, CMBC Capital and UBS are acting as the joint global coordinators, joint bookrunners and joint lead managers in connection with the Concurrent New Money Issuance.
   If the Concurrent New Money Issuance is consummated, the Company will use the net cash proceeds from the Concurrent New Money Issuance for refinancing existing medium to long term offshore debts which will become due within one year.
   Upon issuance, any Additional New Notes sold in the Concurrent New Money Issuance will be on the same terms and form a single series with the corresponding New Notes issued in the Exchange Offer.
   It is expected that the pricing terms of the Concurrent New Money Issuance will be announced as soon as practicable following any such pricing or, if the Company decides not to proceed with the Concurrent New Money Issuance (or any portion thereof), it will announce such decision as soon as practicable following such decision being made. Pricing of the Concurrent New Money Issuance is expected to occur as soon as practicable after the Exchange Expiration Deadline. However, there can be no assurance that the Concurrent New Money Issuance will price at all. If the Concurrent New Money Issuance is not consummated with respect to any or all of the Additional New Notes, the final interest rate of such New Notes will be announced as soon as practicable following the confirmation that the Concurrent New Money Issuance with respect to such Additional New Notes will not be consummated. Other relevant details of the New Notes will also be confirmed together with the final interest rate.
   Listing of New Notes
   Application will be made to the SGX-ST for the listing and quotation of the New Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this announcement. Approval in-principle from, admission to the Official List of, and the listing and quotation of the New Notes on, the SGX-ST are not to be taken as an indication of the merits of the offering, the Exchange Offer, the Company, the or the New Notes. No listing of the New Notes has been sought in Hong Kong.

- 7 -

Further Details

For a detailed statement of the terms and conditions of the Exchange Offer, Eligible Holders should refer to the Exchange Offer Memorandum.

D.F. King has been appointed as the Information and Exchange Agent. To contact D.F. King in London, [phone] and in Hong Kong, [phone] or via email at [e-mail].

The Exchange Offer Memorandum will be distributed in electronic format to Eligible Holders via the Exchange Website: https://sites.dfkingltd.com/lvgem. Any requests for additional copies of the Exchange Offer Memorandum should be directed to D.F. King at the above contact points.

Information About the Company

The Company is an investment holding company, and its subsidiaries are principally engaged in property development and property investment businesses.

General

This announcement is not an offer to purchase, a solicitation of an offer to purchase, an offer to sell or a solicitation of an offer to sell, securities in the United States or elsewhere. No securities of the Company or any of its subsidiaries are being, or will be, registered under the U.S. Securities Act or the securities laws of any state of the United States, and no such securities may be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state or local securities laws. No public offering of securities is being or will be made in the United States or any other jurisdiction. This announcement is provided to you because you are a non-U. S. person outside the United States in accordance with Regulation S. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. Forward-looking statements in this announcement, including, among others, those statements relating to the Exchange Offer are based on current expectations. These statements are not guarantees of future events or results. Future events and results involve risks, uncertainties and assumptions and are difficult to predict with any precision. Actual events and results could vary materially from the description contained herein due to many factors including changes in the market and price for the Existing Notes and/or the New Notes, changes in the business and financial condition of the Company and its subsidiaries, changes in the property industry and changes in the capital markets in general.

- 8 -

The Company plans to issue the New Notes in exchange for the Existing Notes validly tendered and accepted for exchange pursuant to the Exchange Offer on or about the Settlement Date.

The distribution of the Exchange Offer Memorandum is restricted by law in certain jurisdictions. Persons who come into possession of the Exchange Offer Memorandum are required to inform themselves of and to observe any of these restrictions. The Exchange Offer Memorandum does not constitute, and may not be used in connection with, an offer to buy Existing Notes or New Notes or a solicitation to sell the Existing Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorised or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. The Company will not accept any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

No assurance can be given that the Exchange Offer will be completed and the Company reserves the right, at its sole and absolute discretion, to extend, withdraw or terminate the Exchange Offer if any of the conditions are not satisfied or waived by the Company by the Settlement Date and amend, modify or waive any of the terms and conditions of the Exchange Offer.

Shareholders, holders of the Existing Notes and potential investors should note that completion of the Exchange Offer and the Concurrent New Money Issuance is subject to the fulfillment or waiver of the conditions precedent to the Exchange Offer and the Concurrent New Money Issuance as set forth in the Exchange Offer Memorandum and summarised in the announcement. No assurance can be given that the Exchange Offer and the Concurrent New Money Issuance will be completed and the Company reserves the right to amend, withdraw or terminate the Exchange Offer and the Concurrent New Money Issuance with or without conditions.

The Company may, at its sole discretion, amend or waive certain of the conditions precedent to the Exchange Offer and the Concurrent New Money Issuance. As the Exchange Offer and the Concurrent New Money Issuance may or may not proceed, shareholders, holders of the Existing Notes and potential investors should exercise caution when dealing in the shares of the Company or the Existing Notes.

DEFINITIONS

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

"ABC International"	ABCI Capital Limited;
"Accrued Interest"	accrued and unpaid interest on the Existing Notes validly tendered
	and accepted for exchange, up to but not including the Settlement
	Date, which will be payable in cash;

- 9 -

"Additional New Notes"	the new notes to be issued by the Company pursuant to the
	Concurrent New Money Insurance;
"AMTD"	AMTD Global Markets Limited;
"Board"	the board of Directors;
"BOCOM International"	BOCOM International Securities Limited;
"BOSC International"	BOSC International Company Limited;
"CCB International"	CCB International Capital Limited;
"China Investment Securities	China Investment Securities International Brokerage Limited;
International"
"Clearing Systems"	Euroclear and/or Clearstream, and "Clearing System" means
	any one of them;
"Clearstream"	Clearstream Banking S.A.;
"CMBC Capital"	CMBC Securities Company Limited;
"Company"	LVGEM (China) Real Estate Investment Company Limited, a
	company incorporated in the Cayman Islands with limited liability,
	the securities of which are listed on the main board of the Stock
	Exchange;
"Concurrent New Money	a concurrent offering by the Company to issue and sell Additional
Issuance"	New Notes;
"Dealer Managers"	Nomura, BOSC International, AMTD, DBS Bank Ltd. and Haitong
	International as dealer managers of the Exchange Offer;
"Director(s)"	the director(s) of the Company;
"Eligible Holders"	holders who are non-U.S. persons located outside the United States
	(as those terms are defined under Regulation S) and hold the
	Existing Notes through Euroclear and Clearstream, or certain
	fiduciaries holding accounts for the benefit of non-U.S. persons
	outside the United States (as those terms are defined under
	Regulation S) with the Existing Notes held through Euroclear and
	Clearstream;

- 10 -

"Euroclear"	Euroclear Bank SA/NV;
"Exchange Consideration"	the exchange consideration for the Existing Notes, details of which
	are set out in the section entitled "Exchange Consideration" in this
	announcement;
"Exchange Expiration	4:00 p.m., London time, on 2 March 2020, unless extended or
Deadline"	earlier terminated at the sole discretion of the Company;
"Exchange Offer"	the offer made by the Company upon the terms and subject to the
	conditions set forth in the Exchange Offer Memorandum;
"Exchange Offer	the exchange offer memorandum dated the date of this
Memorandum"	announcement in relation to the Exchange Offer;
"Exchange Website"	https://sites.dfkingltd.com/lvgem, the website set up by the
	Information and Exchange Agent for the purpose of hosting the
	documents relating to the Exchange Offer;
"Existing Notes"	the Company's outstanding US$400,000,000 8.5% Senior Notes
	due 2020 (ISIN: XS1643556670, Common Code: 164355667);
"Group"	the Company and its subsidiaries;
"Haitong International"	Haitong International Securities Company Limited;
"HeungKong Financial"	HeungKong Securities Limited;
"Holders"	holder(s) of the Existing Notes and "Holder" means any one of
	them;
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"Information and Exchange	D.F. King, the information and exchange agent for the Exchange
Agent"	Offer;
"Listing Rules"	The Rules Governing the Listing of Securities on the Stock
	Exchange;
"New Notes"	the US$ denominated senior notes due 2023 to be issued by the
	Company, to be exchanged in accordance with the Exchange Offer
	for those Existing Notes that are accepted for exchange by the
	Company;

- 11 -

"Nomura"	Nomura International plc;
"PRC"	the People's Republic of China, excluding for the purpose of this
	announcement, Hong Kong, the Macao Special Administrative
	Region of the PRC and Taiwan;
"Regulation S"	Regulation S under the U.S. Securities Act;
"Settlement Date"	the date of settlement which is expected to occur on or about 10
	March 2020, unless the Exchange Offer is extended or earlier
	terminated;
"SGX-ST"	Singapore Exchange Securities Trading Limited;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"UBS"	UBS AG Hong Kong Branch (UBS AG is incorporated in
	Switzerland with limited liability);
"U.S." or "United States"	The United States of America;
"U.S. Securities Act"	the United States Securities Act of 1933, as amended;
"US$"	United States dollars, the lawful currency of the United States;
"Zhongtai International"	Zhongtai International Securities Limited; and
"%"	percent.
	By Order of the Board
	LVGEM (China) Real Estate Investment Company Limited
	HUANG Jingshu
	Chairman
Hong Kong, 20 February 2020

As at the date of this announcement, the executive directors of the Company are Ms. HUANG Jingshu (Chairman), Mr. TANG Shouchun (Chief Executive Officer), Mr. YE Xingan, Mr. HUANG Hao Yuan and Mr. SIU Chi Hung; the non-executive director of the Company is Ms. LI Lihong; and the independent non-executive directors of the Company are Mr. WANG Jing, Ms. HU Gin Ing and Mr. MO Fan.

- 12 -