China SCE Group Holdings Limited announced that on 21 October 2020, the Company and the Subsidiary Guarantors entered into the Purchase Agreement with UBS, BofA Securities, China CITIC Bank International, Deutsche Bank and HSBC in connection with the issue of the Notes in the aggregate principal amount of USD 500,000,000. The Company currently intends to use the net proceeds of the Notes mainly for refinancing certain of its existing offshore indebtedness, which will become due within one year. The Company will seek a listing of the Notes on the Stock Exchange. A listing eligibility approval has been received from the Stock Exchange for the listing of the Notes on 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. UBS, BofA Securities, China CITIC Bank International, Deutsche Bank and HSBC are the joint global coordinators, joint bookrunners and joint lead managers in respect of the offer and sale of the Notes. They are also the initial purchasers of the Notes. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of UBS, BofA Securities, China CITIC Bank International, Deutsche Bank and HSBC is an independent third party and not a connected person of the Company. The Notes and the Subsidiary Guarantees have not been, and will not be, registered under the Securities Act or any state securities laws. The Notes are being offered and sold only outside the United States in offshore transactions in reliance upon Regulation S under the Securities Act. None of the Notes will be offered to the public in Hong Kong. Subject to closing conditions, the Company will issue the Notes in the aggregate principal amount of USD 500,000,000 which will mature on 2 May 2025, unless earlier redeemed or repurchased pursuant to the terms thereof. The offer price of the Notes will be 100% of the principal amount of the Notes. The Notes will bear interest at a rate of 7% per annum, payable semi-annually in arrears on 2 May and 2 November of each year, commencing 2 May 2021. The Notes are (1) general obligations of the Company; (2) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes; (3) at least pari passu in right of payment with all other unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such unsubordinated indebtedness pursuant to applicable law); (4) guaranteed by the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any) on a senior basis subject to certain limitations; (5) effectively subordinated to the other secured obligations, if any (other than permitted pari passu secured indebtedness) of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors, to the extent of the assets serving as security therefor; and (6) effectively subordinated to all existing and future obligations of the subsidiaries of the Company which are not providing guarantees under the Notes. In addition, on the original issue date, subject to certain limitations, the Notes will be entitled to the benefit of a lien on the collateral (subject to any permitted liens) shared on a pari passu basis with the holders of existing pari passu secured indebtedness and any holders of permitted pari passu secured indebtedness; and rank effectively senior in right of payment to unsecured obligations of the Company and the Subsidiary Guarantor Pledgors with respect to the value of the collateral pledged by the Company and the Subsidiary Guarantor Pledgors securing the Notes (subject to any priority rights of such unsecured obligations pursuant to applicable law).