Yincheng International : Voluntary Announcement - Proposed Issue of U.S. Dollar Denominated Senior Notes

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 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 (d) 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 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.

VOLUNTARY ANNOUNCEMENT

PROPOSED ISSUE OF U.S. DOLLAR DENOMINATED SENIOR NOTES

INTRODUCTION

The Company proposes to issue U.S. dollar denominated senior notes. Completion of the Proposed Notes Issue is subject to, among others, market conditions and investor interest. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. Guotai Junan International and Haitong International are the joint global coordinators, joint bookrunners and joint lead managers for the Proposed Notes Issue. Admiralty Harbour, AMTD, CRIC Securities, Central Wealth Securities Investment Limited, CMBC Capital, Vision CapitalInternational and YONXI Securities Limited are the joint bookrunners and joint lead managers for the Proposed Notes Issue. As at the date of this announcement, the terms and conditions of the Notes are still being determined and will likely include guarantees to be provided by the Subsidiary Guarantors. Upon finalizing the terms of the Notes, it is expected that Guotai Junan International, Haitong International, Admiralty Harbour, AMTD, CRIC Securities, Central Wealth Securities Investment Limited, CMBC Capital, Vision Capital International, YONXI Securities Limited, the Subsidiary Guarantors and the Company will enter into the Purchase Agreement, pursuant to which Guotai Junan International, Haitong International, Admiralty Harbour, AMTD, CRIC Securities, Central Wealth Securities Investment Limited, CMBC Capital, Vision Capital International and YONXI Securities Limited will be the initial purchasers of the Notes. Further announcement(s) in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed. The Notes will only be offered outside the United States in compliance with Regulation S under the Securities Act. The Notes will not be offered to the public.

LISTING

Application will be made by the Company to the Stock Exchange for listing of, and permission to deal in, the Notes by way of debt issue to professional investors only. Admission of the Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company, its subsidiaries or the Notes.

GENERAL

As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement(s) in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

DEFINITION

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

''Admiralty Harbour''	Admiralty Harbour Capital Limited;
''AMTD''	AMTD Global Markets Limited;
''Board''	the board of Directors;
''CMBC Capital''	CMBC Securities Company Limited;

''Company''	Yincheng International Holding Co., Ltd., an exempted
company incorporated in the Cayman Islands with limited
liability and the issued shares of which are listed on the
Main Board of the Stock Exchange;
''CRIC Securities''	CRIC Securities Company Limited;
''Directors''	the directors of the Company;
''Group''	the Company and its subsidiaries;
''Guotai Junan International''	Guotai Junan Securities (Hong Kong) Limited;
''Haitong International''	Haitong International Securities Company Limited;

''Hong Kong''
''Notes''	the US$ denominated senior notes proposed to be issued by
the Company subject to the terms and conditions of the
Purchase Agreement;
''Proposed Notes Issue''	the proposed issue of the Notes by the Company;
''Purchase Agreement''	the agreement proposed to be entered into between the
Company, Guotai Junan International, Haitong International,
Admiralty Harbour, AMTD, CRIC Securities, Central
Wealth Securities Investment Limited, CMBC Capital,
Vision Capital International, YONXI Securities Limited and
the Subsidiary Guarantors in relation to the Proposed Notes
Issue;
''Securities Act''	the United States Securities Act of 1933, as amended;
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''Subsidiary Guarantees''	guarantees to be provided by the Subsidiary Guarantors;
''Subsidiary Guarantors''	certain existing subsidiaries of the Group providing
guarantees for the Notes;
''United States''	The United States of America;

the Hong Kong Special Administrative Region of the People's Republic of China;

''US$''

United States dollar, the lawful currency of the United States; and

''Vision Capital

Vision Capital International Holdings Limited.

International''

By order of the Board

Yincheng International Holding Co., Ltd.

HUANG Qingping

Chairman

Hong Kong, 11 March 2021

As at the date of this announcement, the executive directors of the Company are Mr. Ma Baohua, Mr. Zhu Li, Mr. Wang Zheng and Ms. Shao Lei; the non-executive directors of the Company are Mr. Huang Qingping and Mr. Xie Chenguang; and the independent non-executive directors of the Company are Mr. Chen Shimin, Mr. Chan Peng Kuan and Mr.

Lam Ming Fai.