Yuzhou Properties : Announcements and Notices - Further Issuance of US$425 Million 7.90% 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 a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is not an offer of securities for sale or the solicitation of an offer to buy securities in the United States or in any country or jurisdiction in which any such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such country or jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration. 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 has not registered and does not intend to register any of the Notes in the United States.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01628)

FURTHER ISSUANCE OF

US$425 MILLION 7.90% SENIOR NOTES DUE 2021

The Board is pleased to announce that on 23 July 2018, the Company, together with the Subsidiary Guarantors, entered into the Purchase Agreement with Credit Suisse, BOC International and Yuzhou Financial in connection with the issue of the New Notes in the aggregate principal amount of US$425 million.

The estimated net proceeds from the Proposed Further Issue, after deduction of underwriting commissions and other estimated expenses, will amount to approximately US$423 million. The Company intends to use the net proceeds primarily for refinancing its existing indebtedness. The Company may adjust the foregoing plans in response to changing market conditions and, thus, reallocate the use of the proceeds from the Proposed Further Issue.

The Company will seek a listing of the New Notes on the Stock Exchange. Listing of the New Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the New Notes. The New Notes, when issued, will be consolidated and form a single series with the Original Notes.

Reference is made to the announcement of the Company dated 23 July 2018 in respect of the Proposed Further Issue. The Board is pleased to announce that on 23 July 2018, the Company, together with the Subsidiary Guarantors, entered into the Purchase Agreement with Credit Suisse, BOC International and Yuzhou Financial in connection with the issue of the New Notes in the aggregate principal amount of US$425 million. The New Notes, when issued, will be consolidated and form a single series with the Original Notes.

THE PURCHASE AGREEMENT

Date

23 July 2018

Parties

• (a) the Company as the issuer;

• (b) certain subsidiaries of the Company as the Subsidiary Guarantors of the Company's obligations under the Notes; and

• (c) Credit Suisse and BOC International as the initial purchasers and Yuzhou Financial.

Credit Suisse is the sole global coordinator and Credit Suisse, BOC International and Yuzhou Financial are the joint bookrunners and joint lead managers in respect of the offer and sale of the New Notes. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of Credit Suisse and BOC International as an initial purchaser, is an independent third party and not a connected person of the Company.

The New Notes will only be offered outside the United States in compliance with Regulation S under the 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 to any connected persons of the Company.

PRINCIPAL TERMS OF THE NEW NOTES

The terms for the New Notes will be the same as those for the Original Notes in all respects except for the issue date and offer price.

New Notes offered

Subject to certain conditions to completion, the Company will issue the New Notes in the aggregate principal amount of US$425 million which will mature on 11 May 2021, unless earlier redeemed pursuant to the terms thereof.

Offer price

The offer price of the New Notes will be 99.126% of the principal amount of the New Notes, plus accrued interest from (and including) 11 May 2018 to (but excluding) 30 July 2018.

INFORMATION ABOUT THE GROUP

The Group is one of the leading national property developers with its headquarters in Shanghai. The Group's primary focus is developing high quality residential properties. In order to diversify its portfolio, the Group also develops retail and commercial properties, including office buildings, shopping malls and hotels, and retains some of them as long-term investments. In addition, the Group engages in property-related businesses such as residential and commercial property management.

As of 31 December 2017, the Group had 32 projects completed with a total site area of approximately 2,266,302 sq.m. and a total GFA of approximately 6,913,240 sq.m., and 32 projects under development with a total site area of approximately 3,672,537 sq.m. and a total GFA of approximately 8,534,527 sq.m. As of the same date, the Group had 28 projects held for future development and potential projects with a total site area of approximately 2,543,665 sq.m. and a total GFA of approximately 5,069,938 sq.m. The Group has obtained land use rights certificates for the land for 89 of its projects completed, under development or held for future development. It is in the process of obtaining the land use rights certificates for three of its projects.

PROPOSED USE OF PROCEEDS

The estimated net proceeds from the Proposed Further Issue, after deduction of underwriting commissions and other estimated expenses, will amount to approximately US$423 million. The Company intends to use the net proceeds primarily for refinancing its existing indebtedness.

The Company may adjust the foregoing plans in response to changing market conditions and, thus, reallocate the use of the proceeds from the Proposed Further Issue.

LISTING AND RATINGS

The Company will seek a listing of the New Notes on the Stock Exchange. Listing of the New Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the New Notes.

The Original Notes are listed on the Stock Exchange and are rated "BB-" by Fitch Ratings Services and "B+" by S&P Global Ratings. The Company does not expect the ratings to change as a result of the issuance of the New Notes.

As the conditions precedent to completion of the Purchase Agreement may or may not be satisfied and the Purchase Agreement may be terminated upon the occurrence of certain events, shareholders of the Company and prospective investors are advised to exercise caution when dealing in the securities of the Company.

DEFINITIONS

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

"Board"	the board of Directors
"BOC International"	BOCI Asia Limited, one of the joint bookrunners and joint lead
managers in respect of the Proposed Further Issue and an initial
purchaser of the New Notes
"Company"	Yuzhou Properties Company Limited€߃ݲήପٰ΅Ϟࠢʮ̡,
a company incorporated under the laws of the Cayman Islands with
limited liability and whose shares are listed on the Stock Exchange
"connected person"	has the meaning ascribed to it under the Listing Rules
"Credit Suisse"	Credit Suisse Securities (Europe) Limited, the sole global
coordinator and one of the joint bookrunners and joint lead
managers in respect of the Proposed Further Issue and an initial
purchaser of the New Notes
"Directors"	the directors of the Company
"GFA"	gross floor area
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
Republic of China
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
4

"New Notes"	the 7.90% guaranteed senior notes due 2021 in the aggregate
principal amount of US$425 million to be issued by the Company
subject to the terms and conditions of the Purchase Agreement
"Notes"	the Original Notes and the New Notes
"Original Notes"	the 7.90% guaranteed senior notes due 2021 in the aggregate
principal amount of US$200 million issued by the Company
on 11 May 2018, further details of which are set out in the
announcements of the Company dated 3 May 2018, 4 May 2018
and 11 May 2018
"Proposed Further Issue"	the proposed issue of the New Notes by the Company
"Purchase Agreement"	the purchase agreement dated 23 July 2018 entered into by and
among the Company, the Subsidiary Guarantors, Credit Suisse,
BOC International and Yuzhou Financial in relation to the
Proposed Further Issue
"Securities Act"	the United States Securities Act of 1933, as amended
"sq.m."	square metres
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subsidiary Guarantors"	certain subsidiaries of the Company that on the issue date of
the New Notes will provide guarantees to secure the Company's
obligations under the indenture and the Notes
"United States"	the United States of America
"US$"	United States dollars
"Yuzhou Financial"	Yuzhou Financial Holdings Limited, one of the joint bookrunners
and joint lead managers in respect of the Proposed Further Issue
Yuzhou Properties Company Limited
Lam Lung On
Chairman
Hong Kong, 24 July 2018

By order of the Board

As at the date of this announcement, the executive directors of the Company are Mr. Lam Lung On (Chairman, JP), Ms. Kwok Ying Lan and Mr. Lin Conghui, and independent non-executive directors of the Company are Mr. Lam Kwong Siu, Mr. Wee Henny Soon Chiang and Dr. Zhai Pu.