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 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. The securities referred to herein will not be registered under the Securities Act, and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. 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. The Company does not intend to make any public offering of securities in the United States.

The communication of this announcement and any other document or materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this announcement relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this announcement or any of its contents.

TIMES CHINA HOLDINGS LIMITED ࣛ˾ʕ਷છٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1233)

PROPOSED ISSUE OF SENIOR NOTES

The Board announces that the Company proposes to conduct an international offering of guaranteed U.S. Dollar denominated senior fixed rate notes.

Completion of the Proposed Notes Issue is subject to, among others, market conditions and investors' interest. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. As at the date of this announcement, the principal amount, the interest rate, the payment date and certain other terms and conditions of the Proposed Notes Issue are yet to be finalised. Upon finalising the terms of the Notes, it is expected that Guotai Junan International, UBS, Deutsche Bank, Credit Suisse, CEB International, China Industrial Securities International, Haitong International, HSBC, Silk Road International, the Subsidiary Guarantors and the Company, will enter into the Purchase Agreement. The Company intends to use the net proceeds of the Proposed Notes Issue for refinancing certain of its existing indebtedness and for general working capital purposes. The Company may adjust its plans in response to changing market conditions and thus, reallocate the use of the net proceeds.

MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

The Company will seek a listing of the Notes on the Stock Exchange. A confirmation of the eligibility for the listing of the Notes has been received from the Stock Exchange. Admission of the Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes.

The Notes and the Subsidiary Guarantees have not been, and will not be, registered under the Securities Act. The Notes and the Subsidiary Guarantees are being offered outside the United States in offshore transactions in accordance with Regulation S under the Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. None of the Notes and the Subsidiary Guarantees will be offered to the public in Hong Kong.

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

THE PROPOSED NOTES ISSUE

Introduction

The Board announces that the Company proposes to conduct an international offering of guaranteed U.S. Dollar denominated senior fixed rate notes.

Completion of the Proposed Notes Issue is subject to, among others, market conditions and investors' interest. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. As at the date of this announcement, the principal amount, the interest rate, the payment date and certain other terms and conditions of the Proposed Notes Issue are yet to be finalised. Upon finalising the terms of the Notes, it is expected that Guotai Junan International, UBS, Deutsche Bank, Credit Suisse, CEB International, China Industrial Securities International, Haitong International, HSBC, Silk Road International, the Subsidiary Guarantors and the Company, will enter into the Purchase Agreement. The Company will make a further announcement in respect of the Proposed Notes Issue upon the signing of the Purchase Agreement.

The Notes and the Subsidiary Guarantees have not been, and will not be, registered under the Securities Act. The Notes and the Subsidiary Guarantees are being offered outside the United States in offshore transactions in accordance with Regulation S under the Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. None of the Notes and the Subsidiary Guarantees will be offered to the public in Hong Kong.

MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

Reasons for the Proposed Notes Issue

The Company is one of the leading property developers in Guangdong Province, focusing on the development of mid-market to high-end residential properties. The Company's business comprises three areas: (i) property development, i.e., the development of residential and commercial properties for sale, (ii) property leasing, i.e., the development, leasing and subleasing of commercial properties owned by it or third parties, and (iii) property management, i.e., the provision of property management services to its residential customers.

The Company intends to use the net proceeds of the Proposed Notes Issue for refinancing certain of its existing indebtedness and for general working capital purposes. The Company may adjust its plans in response to changing market conditions and, thus reallocate the use of the net proceeds.

Listing

The Company will seek a listing of the Notes on the Stock Exchange. A confirmation of the eligibility for the listing of the Notes has been received from the Stock Exchange. Admission of the Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes.

GENERAL

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

"Board"

the board of Directors

"CEB International"

CEB International Capital Corporation Limited

"China Industrial Securities

China Industrial Securities International Brokerage Limited

International"

"Company"

Times China Holdings Limited (ࣛ˾ʕ਷છٰϞࠢʮ̡),

formerly known as Times Property Holdings Limited (ࣛ˾

ήପછٰϞࠢʮ̡), a company incorporated in the Cayman

Islands with limited liability, the shares of which are listed

on the main board of the Stock Exchange

"Credit Suisse"

Credit Suisse (Hong Kong) Limited

"Deutsche Bank"

Deutsche Bank AG, Singapore Branch

"Directors"

the directors of the Company

"Group"

the Company and its subsidiaries

"Guotai Junan International"

Guotai Junan Securities (Hong Kong) Limited

"Haitong International"

Haitong International Securities Company Limited

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

"HSBC"

The Hongkong and Shanghai Banking Corporation Limited

"MiFID II"

Markets in Financial Instruments Directive (II) (2014/65/

EU)

"Notes"

the guaranteed U.S. Dollar denominated senior fixed rate

notes to be issued by the Company

"PRC"

the People's Republic of China, excluding Hong Kong,

Macau Special Administrative Region and Taiwan for the

purpose of this announcement

"Proposed Notes Issue"

the proposed issue of the Notes by the Company

"Purchase Agreement"

the agreement proposed to be entered into by and among

Guotai Junan International, UBS, Deutsche Bank, Credit

Suisse, CEB International, China Industrial Securities

International, Haitong International, HSBC, Silk Road

International, the Company and the Subsidiary Guarantors in

relation to the Proposed Notes Issue

"Securities Act"

the United States Securities Act of 1933, as amended

"Silk Road International"

Silk Road International Capital Limited

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Subsidiary Guarantees"

the guarantees provided by the Subsidiary Guarantors in

respect of the Notes

"Subsidiary Guarantors"

the subsidiaries of the Company which guarantee the Notes

"UBS"

UBS AG Hong Kong Branch

"United States"

the United States of America

"U.S. Dollars" or "US$"

United States dollar(s), the lawful currency of the United

States

Hong Kong, 19 November 2018

By Order of the Board Times China Holdings Limited

Shum Chiu Hung

Chairman

As at the date of this announcement, the executive directors of the Company are Mr. Shum Chiu Hung, Mr. Guan Jianhui, Mr. Bai Xihong, Mr. Li Qiang, Mr. Shum Siu Hung and Mr. Niu Jimin; and the independent non-executive directors of the Company are Mr. Jin Qingjun,

Ms. Sun Hui and Mr. Wong Wai Man.

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Times Property Holdings Limited published this content on 19 November 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 19 November 2018 01:33:10 UTC