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 not for distribution, directly or indirectly, in or into the United States. This announcement and the information contained herein does not constitute or form part of an offer to sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the U.S. Securities Act of 1933, as amended from time to time (the "Securities Act"), or pursuant to an applicable exemption from such registration requirement. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about our company and management, as well as financial statements. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

(incorporated in Hong Kong with limited liability)

(Stock code: 1668)
  1. COMPLETION OF THE ISSUANCE OF US$300,000,000 5.75% SENIOR NOTES DUE 2020 AND
  2. OVERSEAS REGULATORY ANNOUNCEMENT

This overseas regulatory announcement is issued by China South City Holdings Limited (the "Company") pursuant to Rule 13.10B of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

Reference is made to the announcement of the Company dated 2 March 2017 (the "Announcement") in relation to the issuance of US$300,000,000 5.75% senior notes due 2020 (the "Notes Issue"). All terms used herein have the same meaning as defined in the Announcement, unless otherwise defined.

The Board hereby announces that the Notes Issue has been completed on 9 March 2017. Please refer to the attached offering memorandum (the "Offering Memorandum") in relation to the Notes Issue, which will be published on the website of the Singapore Exchange Securities Trading Limited.

The posting of the Offering Memorandum on the website of the Stock Exchange is only for the purpose of facilitating equal dissemination of information to investors in Hong Kong and compliance with Rule 13.10B of the Listing Rules and not for any other purposes.

The Offering Memorandum does not constitute a prospectus, notice, circular, brochure, advertisement or document offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities.

The Offering Memorandum must not be regarded as an inducement to subscribe for or purchase any securities of the Company, and no such inducement is intended. No investment decision should be based on the information contained in the Offering Memorandum.

For and on behalf of the Board

China South City Holdings Limited CHENG Chung Hing

Co-Chairman & Executive Director

Hong Kong, 9 March 2017

As at the date of this announcement, the Executive Directors of the Company are Mr. Cheng Chung Hing, Mr. Leung Moon Lam and Mr. Fung Sing Hong Stephen; the Non-Executive Directors of the Company are Dr. Ma Kai Cheung, SBS, BBS, Mr. Sun Kai Lit Cliff, BBS, JP, Dr. Ma Wai Mo, Mr. Cheng Tai Po and Mr. Lin Ching Hua; and the Independent Non-Executive Directors of the Company are Mr. Leung Kwan Yuen Andrew, GBS, SBS, JP, Mr. Li Wai Keung, Mr. Hui Chiu Chung, JP and Mr. Yung Wing Ki Samuel, SBS, MH, JP.

IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum (the "offering memorandum") following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering memorandum. In accessing the offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR SOLICITATION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (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 AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.

Confirmation and your representation: In order to be eligible to view this offering memorandum or make an investment decision with respect to the securities, investors must be addressees outside the United States (as defined in Regulation S under the Securities Act). By accepting the e-mail and accessing this offering memorandum, you shall be deemed to have represented to us that (1) the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and (2) you consent to delivery of such offering memorandum by electronic transmission. You are reminded that this offering memorandum has been delivered to you on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case, you must return this offering memorandum to us immediately. You may not, nor are you authorized to, deliver or disclose the contents of this offering memorandum to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of the issuer in such jurisdiction.

This offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of Merrill Lynch International, Credit Suisse (Hong Kong) Limited, UBS AG Hong Kong Branch, AMTD Asset Management Limited, Citigroup Global Markets Limited, Guotai Junan Securities (Hong Kong) Limited, The Hongkong and Shanghai Banking Corporation Limited and Nomura International (Hong Kong) Limited (the "Initial Purchasers") nor any person who controls them, nor any director, officer, employee, or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this offering memorandum distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers.

You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

Information in this offering memorandum is not complete and may be changed.

OFFERING MEMORANDUM STRICTLY CONFIDENTIAL

US$300,000,000

(incorporated in Hong Kong with limited liability under the Hong Kong Companies Ordinance)

5.75% Senior Notes due 2020 Issue Price: 98.986% plus accrued interest, if any, from the issue date

The US$300,000,000 5.75% Senior Notes due 2020 (the "Notes") will bear interest from March 9, 2017 at the rate of 5.75% per year. We will pay interest on the Notes on March 9 and September 9 of each year, beginning on September 9, 2017. The Notes will mature on March 9, 2020.

At any time and from time to time prior to March 9, 2020, we may redeem up to 35% of the aggregate principal amount of the Notes, at a redemption price of 105.75% of their principal amount, plus accrued and unpaid interest, if any, in each case, using the net cash proceeds from sales of certain kinds of capital stock. In addition, we may redeem the Notes at any time prior to March 9, 2020, in whole but not in part, at a price equal to 100% of the principal amount of such Notes plus: (1) accrued and unpaid interest (if any) to the redemption date; and (2) a premium as set forth in this offering memorandum. Upon the occurrence of a Change of Control Triggering Event (as defined in the indenture governing the Notes), we must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. The Notes are senior obligations of China South City Holdings Limited (the "Company") guaranteed (the "Subsidiary Guarantees") by our existing subsidiaries (the "Subsidiary Guarantors") other than (1) those organized under the laws of the PRC and (2) certain other subsidiaries specified in "Description of the Notes" (together, the "Non-Guarantor Subsidiaries"). Under certain circumstances and subject to certain conditions, a Subsidiary Guarantee required to be provided by a subsidiary of the Company may be replaced by a limited-recourse guarantee (a "JV Subsidiary Guarantee"). We refer to the subsidiaries providing a JV Subsidiary Guarantee as "JV Subsidiary Guarantors". The Notes and the Subsidiary Guarantees are secured by liens over the capital stock of the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any).

The Notes: (1) are senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes; (2) rank at least pari passu in right of payment with our US$400,000,000 8.25% Senior Notes due 2019 (the "2014 Notes"), US$350,000,000 6.75% Senior Notes due 2021 (the "2016 Notes") and our unsecured, unsubordinated indebtedness (subject to any priority rights pursuant to applicable law); (3) are effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries; and (4) are effectively subordinated to our other secured obligations, if any (other than Permitted Pari Passu Secured Indebtedness) and those of the Subsidiary Guarantors and the JV Subsidiary Guarantors, other than the 2014 Notes and the 2016 Notes, to the extent of the value of the assets serving as security therefor. Applicable law may limit the enforceability of the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) and the pledge of the collateral.

For a more detailed description of the Notes, see "Description of the Notes" beginning on page 179.

Investing in the Notes involves risks. See "Risk Factors" beginning on page 15.

Application has been made for the listing and quotation of the Notes on the Official List of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST or quotation of any Notes on the SGX-ST is not to be taken as an indication of the merits of our company and our subsidiaries, joint ventures and associates or the Notes, Subsidiary Guarantees or JV Subsidiary Guarantees.

The Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") and they may not be offered, sold or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only outside the United States in reliance on Regulation S under the Securities Act. For a description of these and certain further restrictions on offers and sales of the Notes and the distribution of this offering memorandum, see "Plan of Distribution."

The Notes are expected to be rated "B-" by S&P Global Ratings and "B" by Fitch Inc. Additionally, we have been assigned a long-term corporate credit rating of "B" by S&P Global Ratings and a long-term foreign currency issuer default rating of "B" by Fitch Inc. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

We expect that delivery of the Notes will be made on or about March 9, 2017 through the book-entry facilities of Euroclear Bank SA/NV and Clearstream Banking S.A. against payment therefor in immediately available funds.

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (in alphabetical order)

BofA Merrill Lynch Credit Suisse UBS

Joint Bookrunners and Joint Lead Managers (in alphabetical order)

AMTD Citi Guotai Junan International HSBC Nomura

The date of this offering memorandum is March 2, 2017

China South City Holdings Ltd. published this content on 09 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 09 March 2017 12:15:14 UTC.

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