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 Additional 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

  1. 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 Additional 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

時 代 中 國 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1233)

PROPOSED ADDITIONAL ISSUE OF SENIOR NOTES

THE ADDITIONAL NOTES ISSUE

Introduction

Reference is made to the Announcements in respect of the Original Notes. Unless otherwise defined, terms defined in this announcement shall have the same meanings as defined in the Announcements.

The Board announces that the Company proposes to conduct a further international offering of U.S. Dollar denominated senior notes on terms and conditions of the Original Notes, save for the issue date and the issue price.

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Details of the Additional Notes Issue, including the aggregate principal amount and the offer price for the Additional Notes, will be determined through a book building exercise to be conducted by UBS, Credit Suisse, Deutsche Bank, CLSA, China CITIC Bank International, Citigroup, Guotai Junan International, Haitong International, HSBC and The Bank of East Asia, Limited.

The completion of the Additional Notes Issue is subject to market conditions and investors' interest. Upon finalising the terms of the Additional Notes, it is expected that UBS, Credit Suisse, Deutsche Bank, CLSA, China CITIC Bank International, Citigroup, Guotai Junan International, Haitong International, HSBC, The Bank of East Asia, Limited, the Company and the Subsidiary Guarantors will enter into the Purchase Agreement. The Company will make a further announcement in respect of the Additional Notes Issue upon the signing of the Purchase Agreement.

The Additional Notes have not been, and will not be, registered under the Securities Act. The Additional Notes 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 Additional Notes will be offered to the public in Hong Kong.

MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID

  1. 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 or UK.

Reasons for the Additional Notes Issue

The Company is one of the leading property developers in the PRC, 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 and the provision of construction services, (ii) urban redevelopment, i.e., the redevelopment of old towns, old factories and old villages, and (iii) property leasing, i.e., the development, leasing and subleasing of commercial properties owned by it or third parties.

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

Listing

The Original Notes are listed on the Stock Exchange. The Company will procure that the Additional Notes will also be listed on the Stock Exchange upon issue. Admission of the Additional Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Additional Notes.

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GENERAL

As no binding agreement in relation to the Additional Notes Issue has been entered into as at the date of this announcement, the Additional Notes Issue may or may not materialize. 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 Additional 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:

"Additional Notes"

the guaranteed U.S. Dollar denominated senior notes to be

issued by the Company subject to the terms and conditions

of the Purchase Agreement (to be consolidated and form a

single series with the Original Notes)

"Additional Notes Issue"

the proposed issue of the Additional Notes by the Company

"Announcements"

the announcements dated 29 June 2020 and 30 June 2020 in

respect of the issue of the Original Notes

"China CITIC Bank

China CITIC Bank International Limited

International"

"Citigroup"

Citigroup Global Markets Limited

"CLSA"

CLSA Limited

"Credit Suisse"

Credit Suisse (Hong Kong) Limited

"Deutsche Bank"

Deutsche Bank AG, Singapore Branch

"Guotai Junan International"

Guotai Junan Securities (Hong Kong) Limited

"Haitong International"

Haitong International Securities Company Limited

"HSBC"

The Hongkong and Shanghai Banking Corporation Limited

"Original Notes"

the 6.75% senior notes due 2025 in the aggregate principal

amount of US$300,000,000 issued by the Company on 8 July

2020

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"Purchase Agreement"

the agreement proposed to be entered into by and among

UBS, Credit Suisse, Deutsche Bank, CLSA, China CITIC

Bank International, Citigroup, Guotai Junan International,

Haitong International, HSBC, The Bank of East Asia,

Limited, the Company and the Subsidiary Guarantors in

relation to the Additional Notes Issue

"The Bank of East Asia,

The Bank of East Asia, Limited

Limited"

"UBS"

UBS AG Hong Kong Branch

By Order of the Board

Times China Holdings Limited

Shum Chiu Hung

Chairman

Hong Kong, 22 October 2020

As at the date of this announcement, the executive Directors 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 are Mr. Jin Qingjun, Ms. Sun Hui and Mr. Wong Wai Man.

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Times China Holdings Limited published this content on 22 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 October 2020 13:24:04 UTC