General Announcement::ISSUANCE OF US$277,220,000 13.85% SENIOR NOTES DUE 2023

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.

GUANGDONG - HONG KONG GREATER BAY AREA

HOLDINGS LIMITED

粵 港 灣 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1396)

ISSUANCE OF US$277,220,000 13.85% SENIOR NOTES DUE 2023

Reference is made to the announcements of the Company dated 23 September 2021, 27 September 2021, 5 October 2021, 7 October 2021 and 8 October 2021 (the "Announcements") in relation to the Exchange Offer and the Concurrent New Money Issuance. Unless otherwise defined, capitalised terms in this announcement will have the same meaning as those defined in the Announcements.

The Board is pleased to announce that on 8 October 2021, the Company and the Subsidiary Guarantors entered into the Purchase Agreement with Haitong International, Guotai Junan International, Potomac Capital Limited and Zhongtai International in connection with the issue of the New Notes under the Concurrent New Money Issuance. The Group intends to use the net cash proceeds from the Concurrent New Money Issuance to refinance the Existing Notes and other existing medium to long term offshore debts which will become due within one year.

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Subject to completion of the Exchange Offer and the Concurrent New Money Issuance, the Company will issue US$41,500,000 of the New Notes in the Concurrent New Money Issuance and US$235,720,000 of the New Notes pursuant to the Exchange Offer, for an aggregate principal amount of US$277,220,000 of the New Notes.

Approval in-principle has been received from the SGX-ST for the listing and quotation of the New Notes on the SGX-ST. 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 Company or the New Notes. The SGX-ST assumes no responsibility for the contents of this announcement. No listing of the New Notes has been sought in Hong Kong.

Reference is made to the announcements of the Company dated 23 September 2021, 27 September 2021, 5 October 2021, 7 October 2021 and 8 October 2021 (the "Announcements") in relation to the Exchange Offer and the Concurrent New Money Issuance. Unless otherwise defined, capitalised terms in this announcement will have the same meaning as those defined in the Announcements.

THE PURCHASE AGREEMENT IN RELATION TO THE CONCURRENT NEW MONEY ISSUANCE

Date: 8 October 2021

Parties to the Purchase Agreement

1. the Company;
2. the Subsidiary Guarantors;
3. Haitong International;
4. Guotai Junan International;
5. Potomac Capital Limited; and
6. Zhongtai International.

Haitong International, Guotai Junan International and Potomac Capital Limited are the joint global coordinators, and Haitong International, Guotai Junan International, Potomac Capital Limited and Zhongtai International are the joint bookrunners and joint lead managers, in respect of the offer and sale of the New Notes under the Concurrent New Money Issuance. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of Haitong International, Guotai Junan International, Potomac Capital Limited, and Zhongtai International is an independent third party and not a connected person of the Company and its connected persons.

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The New Notes have not been, and will not be, registered under the Securities Act. The New Notes will only be offered outside the United States in offshore transactions to non-U.S. persons in compliance with Regulation S under the Securities Act, and may not be offered or sold within the United States or to, or for the account on benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. None of the New Notes will be offered to the public in Hong Kong.

Offering Price

The offering price of the New Notes under the Concurrent New Money Issuance is 100% of the principal amount with respect to the New Notes.

Principal terms of the New Notes

The following is a summary of certain provisions of the New Notes and the Indenture. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, the New Notes, the guarantees provided by the Company, Subsidiary Guarantors, and the JV Subsidiary Guarantors, if any.

Amount and tenor

Subject to the fulfillment or waiver of the conditions precedent to the Exchange Offer and the Concurrent New Money Issuance, the Company will issue US$41,500,000 of the New Notes in the Concurrent New Money Issuance and US$235,720,000 of the New Notes pursuant to the Exchange Offer, for an aggregate principal amount of US$277,220,000 of the New Notes, which will mature on 12 October 2023, unless earlier redeemed pursuant to the terms thereof.

Interest

The New Notes will bear interest from and including 12 October 2021 at the rate of 13.85% per annum, payable semi-annually in arrears on 12 April and 12 October each year, commencing 12 April 2022.

Ranking of the New Notes

The New 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 New Notes; (3) at least pari passu in right of payment with all unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such unsecured 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 secured obligations of the Company, the

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Subsidiary Guarantors and the JV Subsidiary Guarantors (if any), to the extent of the value of the assets serving as security therefor; and (6) effectively subordinated to all existing and future obligations of the Non-Guarantor subsidiaries.

Events of default

The events of default under the New Notes include:

1. default in the payment of principal of (or premium, if any, on) the New Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise;
2. default in the payment of interest on any New Note when the same becomes due and payable, and such default continues for a period of 30 consecutive days;
3. default in the performance or breach of the provisions of the covenants relating to consolidation, merger and sale of assets, the failure by the Company to make or consummate an offer to purchase in the manner prescribed by the terms of the Indenture;
4. the Company or any restricted subsidiary defaults in the performance of or breaches any other covenant or agreement in the Indenture or under the New Notes (other than a default specified in (a), (b) or (c) above) and such default or breach continues for a period of 30 consecutive days after written notice by the trustee of the New Notes or the holders of 25% or more in aggregate principal amount of the New Notes;
5. there occurs with respect to any indebtedness of the Company or any restricted subsidiary having an outstanding principal amount of US$10.0 million (or the dollar equivalent thereof) or more in the aggregate for all such indebtedness of all such persons, whether such indebtedness now exists or shall hereafter be created, (i) an event of default that has caused the holder thereof to declare such indebtedness to be due and payable prior to its stated maturity and/or (ii) the failure to make a principal payment when due;
6. one or more final judgments or orders for the payment of money are rendered against the Company or any restricted subsidiary and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such persons to exceed US$10.0 million (or the dollar equivalent thereof) (in excess of amounts the Company's insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;
7. an involuntary case or other proceeding is commenced against the Company or any significant restricted subsidiary with respect to it or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any significant restricted subsidiary or for any substantial

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part of the property and assets of the Company or any significant restricted subsidiary and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days; or an order for relief is entered against the Company or any significant restricted subsidiary under any applicable bankruptcy, insolvency or other similar law as now or hereafter in effect;

1. the Company or any significant restricted subsidiary (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) other than in connection with a solvent liquidation or reorganization, consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any significant restricted subsidiary or for all or substantially all of the property and assets of the Company or any significant restricted subsidiary or (iii) effects any general assignment for the benefit of creditors; or
2. any Subsidiary Guarantor or JV Subsidiary Guarantor (if any) denies or disaffirms its obligations under its Subsidiary Guarantee or JV Subsidiary Guarantee (if any) or, except as permitted by the Indenture, any Subsidiary Guarantee or JV Subsidiary Guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect.

If an event of default (other than an event of default specified in (g) or (h) above) occurs and is continuing under the Indenture, the Trustee or the holders of at least 25% in aggregate principal amount of the New Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the holders), may, and the Trustee at the written request of such holders shall (subject to receiving indemnity and/or security to its reasonable satisfaction), declare the principal of, premium, if any, and accrued and unpaid interest on the New Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest shall be immediately due and payable. If an event of default specified in (g) or (h) above occurs with respect to the Company or any restricted subsidiary, the principal of, premium, if any, and accrued and unpaid interest on the New Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the New Notes.

Covenants

Subject to certain conditions and exceptions, the New Notes, the Indenture, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) will limit the Company's ability and the ability of its restricted subsidiaries to, among other things:

1. incur or guarantee additional indebtedness and issue disqualified or preferred stock;
2. declare or pay dividends on, or make other distributions in respect of its capital stock or purchase or redeem capital stock;

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