Powerlong Real Estate : ISSUANCE OF US$200,000,000 4.9% SENIOR NOTES DUE 2026

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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is for information purposes only and 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. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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. No public offer of securities is to be made in the United States.

POWERLONG REAL ESTATE HOLDINGS LIMITED

寶 龍 地 產 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1238)

ISSUANCE OF US$200,000,000 4.9% SENIOR NOTES DUE 2026

THE NOTES ISSUE

The Board is pleased to announce that on May 6, 2021, the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors entered into the Purchase Agreement with BofA Securities, China CITIC Bank International, Citigroup, Credit Suisse, Deutsche Bank, Guotai Junan International, Haitong International, HSBC, Huatai International, UBS, Central Wealth Securities Investment Limited and The Bank of East Asia, Limited in connection with the issue of US$200,000,000 4.9% senior notes due 2026.

The estimated gross proceeds of the offer and sale of the Notes will be approximately US$196.3 million. The Company intends to use the proceeds of the Notes to refinance the Company's existing medium to long term offshore indebtedness, which will become due within one year.

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Approval in-principle has been received for the listing and quotation of the Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed in this announcement. Approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company or the Notes.

THE NOTES ISSUE

The Purchase Agreement

Date: May 6, 2021

Parties to the Purchase Agreement

1. the Company;
2. the Subsidiary Guarantors;
3. the JV Subsidiary Guarantors;
4. BofA Securities;
5. China CITIC Bank International;
6. Citigroup;
7. Credit Suisse;
8. Deutsche Bank;
9. Guotai Junan International;
10. Haitong International;
11. HSBC;
12. Huatai International;
13. UBS;
14. Central Wealth Securities Investment Limited; and
15. The Bank of East Asia, Limited.

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BofA Securities, China CITIC Bank International, Citigroup, Credit Suisse, Deutsche Bank, Guotai Junan International, Haitong International, HSBC, Huatai International, UBS, Central Wealth Securities Investment Limited and The Bank of East Asia, Limited are the joint lead managers and joint bookrunners in respect of the offer and sale of the Notes. They are also the initial purchasers of the Notes.

The Notes will be offered to professional investors only. The Notes are being offered and sold only outside the United States in compliance with Regulation S under the Securities Act. None of the Notes will be offered to the public in Hong Kong.

Principal terms of the Notes

Notes offered

Subject to certain conditions to completion, the Company will issue the Notes in the aggregate principal amount of US$200,000,000. The Notes will mature on May 13, 2026 unless earlier redeemed in accordance with the terms thereof.

Subscription price

The subscription price of the Notes will be 99.127% of the principal amount of the Notes.

Interest

The Notes will bear interest at a rate of 4.9% per annum, payable semi-annually in arrears on May 13 and November 13 of each year, commencing on November 13, 2021.

Ranking of the Notes

The Notes are general obligations of the Company and are guaranteed by the Subsidiary Guarantors and the JV Subsidiary Guarantors on a senior basis, subject to certain limitations on the issue date of the Notes. The Notes are (1) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes; (2) at least pari passu in right of payment with the 2021 Notes, the 2018 Facility, the 2019 Facility, the 2023 Notes, the First 2022 Notes, the Second 2022 Notes, the First 2020 Facility, the Second 2020 Facility, the 2024 Notes, the 2025 Notes, the Third 2022 Notes and all unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such unsubordinated indebtedness pursuant to applicable law); (3) effectively subordinated to the secured obligations of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors, to the extent of the value of the assets serving as security therefor; and (4) effectively subordinated to all existing and future obligations of the subsidiaries of the Company which are not Subsidiary Guarantors or JV Subsidiary Guarantors.

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Events of default

The events of default under the Notes include, among others: (a) default in the payment of principal; (b) default in the payment of interest; (c) default in the performance or breach of certain covenants under the Indenture or the Notes; (d) default by the Company or certain of its subsidiaries in the performance or breach of the provisions of certain covenants under the Indenture or the Notes; (e) default by the Company or certain of its subsidiaries in the repayment of indebtedness having, in the aggregate, an outstanding principal amount in excess of US$7.5 million; (f) one or more final judgments or orders for the payment of money are rendered against the Company or certain of its subsidiaries and are not paid or discharged;

1. involuntary bankruptcy or insolvency proceedings against the Company or certain of its subsidiaries; (h) voluntary bankruptcy or insolvency proceedings commenced by the Company or certain of its subsidiaries or consent to such similar action; (i) any Subsidiary Guarantor or JV Subsidiary Guarantor denying or disaffirming its obligations under its guarantees securing the obligations of the Notes or except as permitted by the Indenture, any such guarantee being determined to be unenforceable or invalid or for any reason ceasing to be in full force and effect; (j) default by the Company or the Subsidiary Guarantor Pledgors in the performance of their obligations under the security provided under the Notes, which adversely affects the enforceability, validity, perfection or priority of the applicable lien on the collateral created under the Notes or which adversely affects the condition or value of such collateral, taken as a whole, in any material respect; or (k) the Company or any Subsidiary Guarantor Pledgors denying or disaffirming their obligations under the security provided under the Notes, other than in accordance with the indentures for the Notes and the relevant security documents provided under the Notes, any such relevant security document ceasing to be or is not in full force and effect, or the security agent ceasing to have a security interest in the collateral given under the Notes. If an event of default (other than an event of default specified in (g) and
2. above) occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of outstanding Notes may declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable.

Covenants

The Notes, the Indenture, the Subsidiary Guarantees and the JV Subsidiary Guarantees will limit the Company's ability and the ability of certain of its subsidiaries to, among other things:

1. incur or guarantee additional indebtedness and issue disqualified or preferred stock;
2. declare dividends on its capital stock or purchase or redeem capital stock;
3. make investments or other specified restricted payments;
4. issue or sell capital stock of certain of its subsidiaries;
5. guarantee indebtedness of certain of its subsidiaries;
6. sell assets;
7. create liens;

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1. enter into sale and leaseback transactions;
2. engage in any business other than permitted business;
3. enter into agreements that restrict certain of its subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;
4. enter into transactions with shareholders or affiliates; and
5. effect a consolidation or merger.

Optional redemption

At any time prior to May 13, 2024, the Company may at its option redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes plus the applicable premium as of, and accrued and unpaid interest, if any, (but not including) to the redemption date.

At any time and from time to time on or after May 13, 2024, the Company may at its option redeem the Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, to (but not including) the redemption date if redeemed during the twelve-month period beginning on May 13 of each of the years indicated below.

Period	Redemption Price
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	102.450%
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	101.225%

At any time and from time to time prior to May 13, 2024, the Company may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 104.9% of the principal amount of the applicable Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date, with the proceeds from sales of certain kinds of its capital stock, subject to certain conditions.

Reasons for the issue of the Notes

The estimated gross proceeds of the Notes will be approximately US$196.3 million. The Company intends to use the proceeds of the Notes to refinance its existing medium to long term offshore indebtedness, which will become due within one year.

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