Sino Ocean : Proposed Issuance of Guaranteed Green Notes

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 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 exemption from applicable registration requirements. There will be no public offering of securities in the United States. None of the Notes 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 GUARANTEED GREEN NOTES

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 the Notes to professional investors outside the United States in offshore transactions in compliance with Regulation S under the U.S. Securities Act. The Notes are expected to be unconditionally and irrevocably guaranteed by the Company. None of the Notes will be offered to the public in Hong Kong.

Completion of the Proposed Issue is subject to market conditions and investor interest. As at the date of this announcement, the terms of the Notes, 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 Proposed Issue is intended to be used to repay existing medium and long-term external indebtedness of the Company and/or its subsidiaries due within one year and in accordance with the green finance framework of the Group.

Listing

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

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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 announcement(s) in respect of the Proposed Issue will be made by the Company as and when appropriate.

DEFINITIONS

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

By order of the Board

Sino-Ocean Group Holding Limited

CHUNG Kai Cheong

Company Secretary

Hong Kong, 20 April 2021

As at the date of this announcement, the board of directors of the Company comprises:

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