China Jinmao : Proposed Issuance of U.S.$500,000,000 3.60 per cent. Guaranteed Senior Notes due 2022

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 is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell, any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. This announcement does not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. This announcement is not for release, publication or distribution in or into, or to any person resident and/or located in, any jurisdiction where such release, publication or distribution is unlawful.

This announcement does not constitute an offer to sell or the solicitation of an offer to purchase 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 management, as well as financial statements. No public offering of securities is to be made by the Company in the United States.

中國金茂控股集團有限公司

(Incorporated in Hong Kong with limited liability)

This announcement is made pursuant to the disclosure obligations under Part XIVA of the Securities and Futures Ordinance and Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The Company hereby wishes to announce that the proposed issue of the New Notes by Franshion Brilliant Limited, a wholly-owned subsidiary of the Company, has been priced. Holders of Notes will no longer be able to receive a New Issue Priority Allocation Code and an Allocation Code in relation to the New Notes.

This announcement is made pursuant to the disclosure obligations under Part XIVA of the Securities and Futures Ordinance and Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Reference is made to the announcement made by the Company on 21 February 2017 (the "Announcement") in relation to the proposed issue of New Notes by Franshion Brilliant Limited, a wholly owned subsidiary of the Company and the proposed tender offer for the outstanding Notes (stock code: 4578) issued by Franshion Investment, a wholly owned subsidiary of the Company. Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless otherwise stated.

The Company is pleased to announce that on 22 February 2017, it has entered into a purchase agreement with The Hongkong and Shanghai Banking Corporation Limited, DBS Bank Ltd., Goldman Sachs (Asia) L.L.C., Standard Chartered Bank, Bank of Communications Co., Ltd., Hong Kong Branch and Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch as initial purchasers in respect of the subscription and sale of the New Notes.

Subject to certain conditions upon completion, Franshion Brilliant Limited, a wholly owned subsidiary of the Company, will issue the New Notes, 3.60 per cent. guaranteed senior notes due 2022, in the aggregate principal amount of US$500,000,000. The New Notes are expected to be issued on 3 March 2017.

Holders of Notes will no longer be able to receive a New Issue Priority Allocation Code and an Allocation Code in relation to the New Notes.

The Offer is subject to, among other things, the satisfaction of the New Financing Condition and the other conditions as described in the Tender Offer Memorandum. Although the New Notes have been priced, the proposed issue of the New Notes may or may not materialise. Completion of the proposed issue of the New Notes is subject to, among other things, market conditions and investors' demand. As such, the New Financing Condition is still subject to the successful completion (as determined by the Company in its sole discretion) of the issue of the New Notes. Prospective investors are advised to exercise caution when dealing in the securities of the Company.

Unless otherwise stated, all times and dates refer to Hong Kong times and dates.

By order of the Board

Chairman

Hong Kong, 22 February 2017

As at the date of this announcement, the Directors of the Company are Mr. NING Gaoning (Chairman), Mr. YANG Lin, Mr. CUI Yan and Mr. AN Hongjun as Non-executive Directors; Mr. LI Congrui and Mr. JIANG Nan as Executive Directors; Mr. LAU Hon Chuen, Ambrose, Mr. SU Xijia and Mr. GAO Shibin as Independent Non-executive Directors.