ANNOUNCEMENT AND NOTICE - SUBSTITUTION OF ISSUER AND PRINCIPAL DEBTOR OF US$500,000,000 4.50% NOTES DUE 2023 (stock code: 4597) AND HK$2,300,000,000 6.10% NOTES DUE 2029 (stock code: 5846) ISSUED BY YUEXIU PROPERTY COMPANY LIMITED AND CHANGES IN STOCK SHORT NAMES OF NOTES (in PDF)

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 an offer to purchase, a solicitation of an offer to purchase, an offer to sell, or a solicitation of an offer to sell, the 2023 and 2029 Notes. 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 that may be obtained from the Company or the selling security holder. Such prospectus will contain detailed information about the Company and management, as well as financial statements. No public offering of securities is to be made by the Company in the United States.

(Incorporated in Hong Kong with limited liability)

The Board announces, and notice is hereby given, that pursuant to Clause 14.2 (Substitution) of the Trust Deed, with effect from 29 December 2016: (i) the Company has substituted in its place Leading Affluence Limited, a wholly-owned subsidiary of the Company, as the issuer and the principal debtor in respect of the 2023 and 2029 Notes; and (ii) the 2023 and 2029 Notes are unconditionally and irrevocably guaranteed by the Company.

The Substitution is being effected to streamline the treasury functions and offshore debt management within the Group.

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the provisions under Part XIVA of the SFO.

Reference is made to the announcement of Yuexiu Property Company Limited (the "Company") dated 17 January 2013 in relation to the issuance of US$500,000,000 4.50% Notes due 2023 ("2023 Notes"), and the announcement of the Company dated 24 November 2014 in relation to the issuance of HK$2,300,000,000 6.10% Notes due 2029 ("2029 Notes"), in each case by the Company under its US$2,000,000,000 Medium Term Note Programme (collectively, the "Announcements"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as defined in the Announcements.

The Board announces, and notice is hereby given, that pursuant to Clause 14.2 (Substitution) of the trust deed dated 11 January 2013 entered into between the Company and The Hongkong and Shanghai Banking Corporation Limited as trustee (the "Trustee") (the "Trust Deed"), with effect from 29 December 2016: (i) the Company has substituted in its place Leading Affluence Limited ("Leading Affluence"), a wholly-owned subsidiary of the Company, as the issuer and the principal debtor in respect of each of the 2023 Notes and the 2029 Notes (collectively, the "2023 and 2029 Notes"); and (ii) the 2023 and 2029 Notes are unconditionally and irrevocably guaranteed by the Company (collectively, the "Substitution").

Leading Affluence is a limited liability incorporated in Hong Kong. The Substitution is part of the Company's current process of streamlining the treasury functions and offshore debt management within the Company and its subsidiaries (collectively, the "Group"). In addition, the Company considers that the Substitution would also have the ancillary impacts of improving the retained earnings position of the Company at the listed company level (notwithstanding there will be no change or impact to such position at the consolidated Group level) and aligning the accounting treatment of certain of the Group's assets and properties in Hong Kong and debts.

The 2023 Notes and the 2029 Notes will remain listed following the completion of the Substitution.

In connection with the Substitution, the following documents (the "Documents") were executed on 29 December 2016:

1. an amended and restated trust deed (the "Amended and Restated Trust Deed") in respect of the 2023 and 2029 Notes; and

2. an amended and restated agency agreement in respect of the 2023 and 2029 Notes.

Details of the terms of the Substitution and the amended and restated Terms and Conditions in respect of the 2023 and 2029 Notes are set out in the Amended and Restated Trust Deed.

Copies of the Documents are available for inspection at the specified office of the Company at 26th Floor, Yue Xiu Building, 160 Lockhart Road, Wanchai, Hong Kong during normal business hours or at the principal office of the Trustee, The Hongkong and Shanghai Banking Corporation Limited, at Level 30, HSBC Main Building, 1 Queen's Road Central, Hong Kong during normal business hours, upon written request and satisfactory proof of holding so long as any of the 2023 and 2029 Notes are outstanding.

This announcement and notice is made and given by the Company and Leading Affluence to the holders of the 2023 Notes and the 2029 Notes (collectively, the "2023 and 2029 Noteholders"), respectively, pursuant to Clause 14.2.2 (Release of Substituted Issuer) and Clause 14.2.3 (Completion of Substitution) of the Trust Deed.

For further information regarding the Substitution, 2023 and 2029 Noteholders should contact the Company at 26th Floor, Yue Xiu Building, 160 Lockhart Road, Wanchai, Hong Kong.

With effect from 9:00 a.m. on 9 January 2017, the stock short name of the 2023 Notes will be changed from YUEXIU PT N2301 to LEAD AFFL N2301, and the stock short name of the 2029 Notes will be changed from YUEXIU PT N2911 to LEAD AFFL N2911. The stock codes of the 2023 Notes and the 2029 Notes will remain unchanged as 4597 and 5846 respectively.

By Order of the Board

Company Secretary

Hong Kong, 29 December 2016

By Order of the Board

Company Secretary

As at the date of this announcement, the board of directors of Leading Affluence comprises OU Junming, ZENG Zhizhao, WU Wei and ZHANG Bo.

As at the date of this announcement, the Board of the Company comprises:

Executive Directors: ZHANG Zhaoxing (Chairman), ZHU Chunxiu, LIN Zhaoyuan,

LI Feng, OU Junming and OU Shao

Independent Non-executive Directors:

YU Lup Fat Joseph, LEE Ka Lun and LAU Hon Chuen Ambrose