Guangzhou R&F Properties : Issuance of US$325 million 11.625% Senior Notes due 2024 by Easy Tactic Limited

Hong Kong Exchanges and Clearing Limited and the Stock Exchange 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.

This announcement is not a prospectus for the purposes of the European Union's Regulation (EU) 2017/1129 or Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

No PRIIPs KID - No PRIIPs key information document (KID) has been prepared as not available to retail in the European Economic Area or in the United Kingdom.

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 authorised person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended. 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.

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock code: 2777)

ISSUANCE OF US$325 MILLION 11.625% SENIOR NOTES DUE 2024

BY EASY TACTIC LIMITED

On 24 February 2021, the Issuer, the Company, R&F HK and the other Subsidiary Guarantors entered into the Subscription Agreement with J.P. Morgan, Credit Suisse, China CITIC Bank International and HeungKong Financial in connection with the Notes Issue.

The Notes will be unconditionally and irrevocably guaranteed on a joint and several basis by R&F HK, the other Subsidiary Guarantors and any future JV Subsidiary Guarantors. In connection with the Notes Issue and to assist the Issuer and R&F HK in meeting their respective obligations under the Notes, the Company will enter into the Keepwell Deed and the Equity Interest Purchase Undertaking.

The Group intends to use the net proceeds of the Notes Issue for refinancing medium to long-term debt that will be due within one year.

Application will be made for the listing and quotation of the Notes on the SGX-ST. Admission of the Notes to the Official List of, and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, R&F HK, the other Subsidiary Guarantors, the JV Subsidiary Guarantors (if any), the Company, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees (if any). The SGX-ST assumes no responsibility for the contents of this announcement.

No listing of the Notes has been or will be sought in Hong Kong.

The issue of the Notes is subject to completion. Shareholders and the public are reminded to exercise caution when dealing in the securities of the Company.

The Board is pleased to announce that on 24 February 2021, the Issuer, the Company, R&F HK and the other Subsidiary Guarantors entered into the Subscription Agreement with J.P. Morgan, Credit Suisse, China CITIC Bank International and HeungKong Financial in connection with the Notes Issue.

THE SUBSCRIPTION AGREEMENT

Date:

24 February 2021

Pursuant to the Subscription Agreement, the Issuer will issue the Notes and J.P. Morgan, Credit Suisse, China CITIC Bank International and HeungKong Financial will be the initial subscribers of the Notes.

The Notes will be unconditionally and irrevocably guaranteed on a joint and several basis by R&F HK, the other Subsidiary Guarantors and any future JV Subsidiary Guarantors. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, each of J.P. Morgan, Credit Suisse, China CITIC Bank International and HeungKong Financial is an independent third party and is not a connected person of the Company.

The following is a brief summary of the Notes Issue. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the Trust Deed, the Notes and the Subsidiary Guarantees.

THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT. THE NOTES ARE BEING OFFERED OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN COMPLIANCE WITH REGULATIONS S UNDER THE SECURITIES ACT AND WILL NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NONE OF THE NOTES WILL BE OFFERED TO THE PUBLIC IN HONG KONG AND NONE OF THE NOTES WILL BE PLACED TO ANY CONNECTED PERSONS OF THE COMPANY.

THE NOTES ISSUE

Notes Offered

Subject to certain conditions to completion, the Issuer will issue US$325 million principal amount of 11.625% senior notes due 2024, unless earlier redeemed in accordance with the terms thereof.

Issue Price

The issue price of the Notes is 100% of the principal amount with respect to the Notes.

Interest

The Notes will bear interest from and including 3 March 2021 at the rate of 11.625% per annum, payable in arrear on 3 March and 3 September in each year, commencing 3 September 2021.

Ranking of the Notes

The Notes are (1) the direct, unsubordinated, unconditional and secured obligations of the Issuer; (2) pari passu and without preference or priority among themselves; (3) guaranteed by the Subsidiary Guarantors and any future JV Subsidiary Guarantors on a senior basis; (4) effectively subordinated to the other secured obligations of the Company, R&F HK, the other Subsidiary Guarantors and any future JV Subsidiary Guarantors, to the extent of the value of the assets serving as security therefor; (5) entitled to a lien on certain collateral; and (6) rank effectively senior in right of payment with respect to the value of the collateral pledged by the Issuer, R&F HK, the other Subsidiary Guarantors and any future JV Subsidiary Guarantors securing the Notes (subject to any priority rights of such unsecured obligations pursuant to applicable law).

Covenants

The Notes, the Trust Deed and the Subsidiary Guarantees will limit the Issuer from incurring indebtedness and limit the ability of the Company and certain of its subsidiaries, to, among other things:

• (a) incur or guarantee additional indebtedness;

• (b) issue disqualified or preferred stock;

• (c) declare dividends on its capital stock or purchase or redeem capital stock;

• (d) make investments or other specified restricted payments;

• (e) issue or sell capital stock of certain of its subsidiaries;

(f) guarantee indebtedness by certain of its subsidiaries;

• (g) sell assets;

• (h) create liens;

• (i) enter into sale and leaseback transactions;

• (j) enter into agreements that limit certain of its subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;

• (k) enter into transactions with shareholders or affiliates; and

(l) effect a consolidation or merger.

Make Whole Redemption

At any time prior to 3 September 2023, the Issuer may at its option redeem the Notes, in whole but not in part only, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the Notes, plus the applicable premium for the Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date and any additional amounts.

Optional Redemption

At any time and from time to time on or after 3 September 2023, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to (but not including) the redemption date if redeemed during the period indicated below:

The Issuer will give not less than 30 days' nor more than 60 days' notice of any such redemption.

THE KEEPWELL DEED

Date: to be dated 3 March 2021

Parties:

• (i) the Issuer;

• (ii) R&F HK;

• (iii) the Company; and

• (iv) the Trustee.

Pursuant to the Keepwell Deed, for so long as the Notes are outstanding, the Company undertakes with the Issuer, R&F HK and the Trustee that, among other things, (i) it will directly or indirectly own and control all the outstanding shares of the Issuer and R&F HK; (ii) it will not directly or indirectly pledge, grant a security interest, or in any way encumber or otherwise dispose of any such shares of the Issuer or R&F HK, subject to certain exceptions described therein; and (iii) it will cause the Issuer to have a net worth, and R&F HK to have a consolidated net worth, of at least US$1.00, respectively, at all times. If the Issuer or R&F HK determines that there is insufficient liquidity for the Issuer, R&F HK or the other Subsidiary Guarantors to meet their respective payment obligations as they fall due, the Company will upon notification, make available to the Issuer and R&F HK, before the due date of the relevant payment obligations, funds sufficient to enable that payment obligation to be met in full as they fall due.

The Keepwell Deed will not constitute a guarantee by the Company of the payment of any obligation, indebtedness or liability, of any kind or character whatsoever, of the Issuer or R&F HK under the laws of any jurisdiction.

THE EQUITY INTEREST PURCHASE UNDERTAKING

Date:to be dated 3 March 2021

Parties:

(i)the Company;

• (ii) R&F HK; and

• (iii) the Trustee.

Pursuant to the Equity Interest Purchase Undertaking, for so long as the Notes are outstanding, the Company agrees to, upon receipt of a written notice from the Trustee following an event of default and subject to obtaining all necessary approvals from the relevant approval authorities, purchase the equity interests in certain PRC subsidiaries of R&F HK and the subsidiaries of the Company organised outside the PRC at a certain price. The purchase price will be determined in accordance with the terms of the Equity Interest Purchase Undertaking, which provides that, among others, the purchase price in any event shall not be lower than the amount sufficient to enable the Issuer, R&F HK and the other Subsidiary Guarantors and any future JV Subsidiary Guarantors to discharge their full respective obligations under the Notes, the Subsidiary Guarantees, any future JV Subsidiary Guarantees, the Trust Deed, the agency agreement and the Equity Interest Purchase Undertaking (including all liabilities, whether actual or contingent, then outstanding).

REASON FOR THE NOTES ISSUE

The Group is principally engaged in the development and sale of properties, property investment, hotel operations and other property development related services in the PRC.

The Group intends to use the net proceeds of the Notes Issue for refinancing medium to long-term debt that will be due within one year.

LISTING

Application will be made for the listing and quotation of the Notes on the SGX-ST. Admission of the Notes to the Official List of, and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, R&F HK, the other Subsidiary Guarantors, the JV Subsidiary Guarantors (if any), the Company, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees (if any). The SGX-ST assumes no responsibility for the contents of this announcement.

No listing of the Notes has been or will be sought in Hong Kong.

RATING

The Notes are expected to be rated "B+" by Fitch Ratings.

The issue of the Notes is subject to completion. Shareholders and the public are reminded to exercise caution when dealing in the securities of the Company.

DEFINITIONS

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

"Subsidiary Guarantors"

R&F HK and certain other existing non-PRC subsidiaries of the Company that on the issue date of the Notes will provide guarantees for the Notes;

"Trustee"

Citicorp International Limited, as the trustee of the Notes;

"Trust Deed"

the written agreement between the Issuer, R&F HK, the Company, the other Subsidiary Guarantors and the Trustee, that specifies the terms and conditions of the Notes including the covenants, events of default, interest rate of the Notes and the maturity date; and

"US$"

United States dollars, the lawful currency of the United States of America.

By order of the Board Guangzhou R&F Properties Co., Ltd.

Li Sze Lim

Chairman

Hong Kong, 24 February 2021

As at the date of this announcement, the executive directors of the Company are Dr. Li Sze Lim, Mr. Zhang Li, Mr. Zhang Hui and Mr. Xiang Lijun; the non-executive directors are Ms. Zhang Lin and Ms. Li Helen; and the independent non-executive directors are Mr. Zheng Ercheng, Mr. Ng Yau Wah, Daniel and Mr. Wong Chun Bong.

* for identification purposes only