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 does not constitute an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in any 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 exemption from applicable registration requirements. There will be no public offering of securities in the United States. None of the Securities will be offered to the public in Hong Kong.

This announcement is not for distribution, directly or indirectly, in or into the United States.

PROPOSED ISSUANCE OF USD DENOMINATED PERPETUAL SUBORDINATED GUARANTEED CAPITAL SECURITIES Introduction

The board of directors of the Company announces that the Issuer, a wholly-owned subsidiary of the Company, proposes to conduct an international offering of USD denominated perpetual subordinated guaranteed capital securities to professional investors outside the United States in offshore transactions in compliance with Regulation S under the U.S. Securities Act. The Securities are expected to be irrevocably and unconditionally guaranteed by the Company. None of the Securities will be offered to the public in Hong Kong.

The completion of the Proposed Issue is subject to market conditions and investor interest. As at the date of this announcement, the terms of the Securities, including the aggregate principal amount, the offer price and the distribution rate, have not yet been determined.

Reasons for the Proposed Issue

The net proceeds of the issue of the Securities will be on-lent by the Issuer to the Company and its subsidiaries for general corporate purposes in accordance with applicable laws and regulations.

Listing

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Securities. A confirmation of the eligibility for the listing of the Securities has been received from the Stock Exchange. Admission of the Securities to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Securities.

General As no binding agreement in relation to the Proposed Issue has been entered into as at the date of this announcement, the Proposed Issue may or may not materialise. Potential investors and shareholders of the Company are advised to exercise caution when dealing in the securities of the Company. Further announcements in respect of the Proposed Issue will be made by the Company should the Subscription Agreement be signed. DEFINITIONS

Unless otherwise defined, the following expressions in this announcement have the following meanings:

"Company" Sino-Ocean Group Holding Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code : 03377)

"Hong Kong" the Hong Kong Special Administrative Region of the People's

Republic of China

"Issuer" Sino-Ocean Land Treasure III Limited (遠洋地產寶財III有限公司), a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

"Proposed Issue" the proposed issue of the Securities by the Issuer

"Securities" perpetual subordinated guaranteed capital securities proposed to be issued by the Issuer and guaranteed by the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Subscription Agreement"

the subscription agreement proposed to be entered into among the Issuer, the Company and the joint lead managers in relation to the Proposed Issue

"U.S. Securities Act" the United States Securities Act of 1933, as amended from time to

time

"United States" the United States of America

"USD" United States dollars, the lawful currency of the United States of America

By order of the Board

Sino-Ocean Group Holding Limited CHUNG Kai Cheong

Company Secretary

Hong Kong, 6 September 2017

As at the date of this announcement, the directors of the Company comprise:

Executive directors:

Mr. LI Ming Mr. LI Hu

Mr. WANG Yeyi Mr. SUM Pui Ying

Mr. WEN Haicheng Mr. LI Hongbo

Non-executive directors:

Mr. ZHAO Lijun Mr. YAO Dafeng Mr. FANG Jun

Ms. SHANGGUAN Qing

Independent non-executive directors:

Mr. HAN Xiaojing Mr. SUEN Man Tak Mr. WANG Zhifeng Mr. JIN Qingjun

Ms. LAM Sin Lai Judy

Sino-Ocean Group Holding Ltd. published this content on 05 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 06 September 2017 00:12:03 UTC.