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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2277) DISCLOSEABLE TRANSACTION IN RELATION TO SUBSCRIPTION FOR SENIOR NOTES

On 29 June 2017, a joint lead manager and joint bookrunner to the offer of the Senior Notes by the Issuer, confirmed that the Senior Notes in the subscription amount of US$50,000,000 was allocated to the order placed by the Subscriber.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Subscription exceed(s) 5% but less than 25%, the Subscription constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

The order to subscribe

Date of confirmation: 29 June 2017

Parties: 1. The Subscriber

2. The joint lead manager and joint bookrunner to the offer of the Seniors Notes by the Issuer

To the best of the information, knowledge and belief of the Directors, the joint lead manager and joint bookrunner and its ultimate beneficial owners are Independent Third Parties.

The Subscription

On 29 June 2017, the joint lead manager and joint bookrunner to the offer of the Senior Notes by the Issuer, confirmed that the Senior Notes in the subscription amount of US$50,000,000 was allocated to the order placed by the Subscriber. The Group will fund the total subscription amount under the Subscription from its internal resources.

Principal terms of the Senior Notes

Issuer: Modern Land (China) Co., Limited

Senior Notes offered: US$130,000,000 in aggregate principal amount of 6.5%

Senior Notes due 2018

Offering price: 100% of the principal amount

Maturity date: 3 July 2018

Interest: 6.5% per annum, payable in arrears on 5 January 2018 and 3 July 2018

Ranking: The Senior Notes are (1) general obligations of the Issuer; (2) senior in right of payment to any existing and future obligations of the Issuer expressly subordinated in right of payment to the Senior Notes; (3) guaranteed by the Subsidiary Guarantors on a senior basis, subject to certain limitations; (4) effectively subordinated to the other secured obligations (if any) of the Issuer, the Subsidiary Guarantors and the JV Subsidiary Guarantors, to the extent of the value of the assets serving as security therefore (other than the Collateral); and (5) effectively subordinated to all existing and future obligations of the subsidiaries of the Issuer which are not providing guarantees under the Senior Notes

Subsidiary guarantees: Each of the Subsidiary Guarantors and the JV

Subsidiary Guarantors (if any) will, jointly and severally, guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under the Senior Notes

Delisting Put Right: In the event the Issuer's shares cease to be listed or

admitted to trading or have been suspended for a period equal to or exceeding 30 or more consecutive trading days on the Stock Exchange, each holder of the Senior Notes shall have the right, at such holder's option, to require the Issuer to redeem all or some of such holder's Senior Notes at 101% of their principal amount together with accrued interest calculated up to but excluding the date of redemption

Repurchase upon

change of control:

No later than 30 days following the occurrence of certain events constituting a change of control triggering event, the Issuer will make an offer to repurchase all outstanding Senior Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to (but not including) the repurchase date

Listing: Approval in-principle has been received for the listing and quotation of the Senior Notes on the Singapore Exchange Securities Trading Limited

INFORMATION OF THE ISSUER

The Issuer is a property developer focused on the development of green, energy-saving and eco-friendly residences in the PRC and its shares are listed on the Stock Exchange.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Issuer and its ultimate beneficial owners are Independent Third Parties.

INFORMATION OF THE GROUP

The Subscriber is a limited liability company established in the Bristish Virgin Islands. It is principally engaged in investment holding.

The Group is principally engaged in (i) direct investments; (ii) financial services and others; (iii) foundation and substructure construction services.

REASONS AND BENEFITS FOR THE SUBSCRIPTION

The Directors believe that the Subscription is complementary to the Group's development strategy and will generate stable income for the Group.

The Directors consider the terms of the Subscription are on normal commercial terms which are fair and reasonable and the Subscription is in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Subscription exceed(s) 5% but less than 25%, the Subscription constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

"Collateral" all collateral securing, or purported to be securing,

directly or indirectly, the Senior Notes, any limited-recourse guarantees given by the Subsidiary Guarantors or by the JV Subsidiary Guarantors, pursuant to the security documents, and initially consists of the capital stock of the initial Subsidiary Guarantors

"Company" Huarong Investment Stock Corporation Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Stock Exchange (stock code: 2277)

"Director(s)" the director(s) of the Company

"Group" the Company and its subsidiaries

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

"Independent Third Party(ies)"

any entity(ies) or person(s) which or who is/are not a connected person of the Company within the meaning ascribed thereto under the Listing Rules

"Issuer" Modern Land (China) Co., Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the main board of the Stock Exchange (stock code: 1107)

"JV Subsidiary Guarantor(s)"

certain subsidiaries of the Issuer, other than the Subsidiary Guarantors, that provide limited-recourse guarantee for the Senior Notes

"Listing Rules" the Rules Governing the Listing of Securities on the

Stock Exchange

"PRC" the People's Republic of China (excluding, for the purpose of this announcement, Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan)

"Senior Notes" the senior notes in the aggregate principal amount of

US$130,000,000 to be issued by the Issuer due 2018 "Shareholder(s)" holder(s) of the shares of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Subscription" the subscription for the Senior Notes by the Subscriber

in the principal amount of US$50,000,000

"Subscriber" Bloom Right Limited, a company incorporated in the

British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company

"Subsidiary

Guarantor(s)"

certain subsidiaries of the Issuer organized outside the PRC which will jointly and severally guarantee the Issuer's obligations under the Senior Notes

"US$" US dollars, the lawful currency of the United States

"%" per cent.

Hong Kong, 29 June 2017

By order of the Board

Huarong Investment Stock Corporation Limited Qin Ling

Chairman

As at the date of this announcement, the executive directors are Mr. Qin Ling, Mr. Yeung Chun Wai Anthony, Mr. Xu Xiaowu, Mr. Liu Xiguang, Mr. Kwan Wai Ming and Ms. Lin Changhua; the non-executive Director is Mr. Wu Qinghua; and the independent non-executive Directors are Mr. Chan Kee Huen Michael, Mr. Zhang Xiaoman, Mr. Tse Chi Wai and Mr. Wu Tak Lung.

Huarong Investment Stock Corporation Ltd. published this content on 30 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 19 July 2017 12:33:12 UTC.

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