Skyfame Realty : 2021.01.24OVERSEAS REGULATORY ANNOUNCEMENT

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 offer to sell or a 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. Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. The securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States except pursuant to an applicable exemption from, or in 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.

OVERSEAS REGULATORY ANNOUNCEMENT

This overseas regulatory announcement is issued by Skyfame Realty (Holdings) Limited (the "Company") pursuant to Rule 13.10B of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

Please refer to the attached announcement titled "Result of Consent Solicitations in respect of (I) 13.0% Senior Notes due 2022 (ISIN: XS2022224047; Common Code: 202222404), and (II) 13.0% Senior Notes due 2021 (ISIN: XS2181861654; Common Code: 218186165)" (the "SGX Announcement"), which is available on the website of the Singapore Exchange Securities Trading Limited.

The posting of the SGX Announcement on the website of the Stock Exchange is only for the purpose of facilitating equal dissemination of information to investors in Hong Kong and compliance with Rule 13.10B of the Listing Rules, and not for any other purposes.

The SGX Announcement does not constitute a prospectus, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities.

The SGX Announcement must not be regarded as an inducement to subscribe for or purchase any securities of the Company, and no such inducement is intended. No investment decision should be based on the information contained in the SGX Announcement.

By Order of the Board Skyfame Realty (Holdings) Limited

YU Pan

Chairman

Hong Kong, 23 January 2021

As at the date of this announcement, the board of directors of the Company comprises four executive directors, namely Mr. YU Pan (Chairman), Mr. WEN Xiaobing, Mr. WANG Chenghua and Mr. JIN Zhifeng; one non-executive director, namely Mr. WONG Lok; and three independent non-executive directors, namely Mr. CHOY Shu Kwan, Mr. CHENG Wing Keung, Raymond and Ms. CHUNG Lai Fong.

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 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. Such prospectus will contain detailed information about the company making the offer, management, as well as financial statements. No public offer of securities is to be made by the Company in the United States.

SKYFAME REALTY (HOLDINGS) LIMITED

天譽置業(控股)有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00059)

AND

SKYFAME INTERNATIONAL HOLDINGS LIMITED

天譽國際控股有限公司

(Incorporated in Bristish Virgin Islands with limited liability)

RESULT OF CONSENT SOLICITATIONS IN RESPECT OF

(I) 13.0% SENIOR NOTES DUE 2022

(ISIN: XS2022224047; Common Code: 202222404), AND

(II) 13.0% SENIOR NOTES DUE 2021

(ISIN: XS2181861654; Common Code: 218186165)

Reference is made to the announcements by Skyfame Realty (Holdings) Limited ("Skyfame Realty" or the "Company") and Skyfame International Holdings Limited ("Skyfame International") on January 14, 2021 (the "Announcements") in relation to (i) the solicitation of consents (the "2022 Notes Consent Solicitation") to certain proposed amendments (the "2022 Notes Proposals") to the indenture, dated as of July 8, 2019 (as supplemented or amended to the date hereof, the "2022 Indenture"), by and among, Skyfame Realty as issuer, Skyfame International as subsidiary guarantor, and Citicorp International Limited as trustee, governing its 13.0% Senior Notes Due 2022 (ISIN XS2022224047, Common Code 202222404) (the "2022 Notes"); and (ii) the solicitation of consents (the "2021 Notes Consent Solicitation" and, together with the 2022 Notes Consent Solicitation, the "Consent Solicitations") to certain proposed amendments (the "2021 Notes Proposals" and, together with the 2022 Notes Proposals, the "Proposals") to the indenture, dated as of July 21, 2020 (as supplemented or amended to the date hereof, the "2021 Indenture" and, together with the 2022 Indenture, the "Indentures"), by and among, Skyfame International as issuer, Skyfame Realty as parent guarantor and Citicorp International Limited, as trustee, governing its 13.0% Senior Notes Due 2021 (ISIN XS2181861654, Common Code 218186165) (the "2021 Notes" and, together with

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the 2022 Notes, the "Notes" and, each a "Series").

Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the Announcements.

As indicated in the consent solicitation statement dated January 14, 2021 (the "2022 Notes Consent Solicitation Statement") and the consent solicitation statement dated January 14, 2021 (the "2021 Notes Consent Solicitation Statement" and, together with the 2022 Notes Consent Solicitation Statement, the "Consent Solicitation Statements"), the Consent Solicitations expired at 5:00 p.m., Central European Time, on January 22, 2021.

The Company announces that each of Skyfame Realty and Skyfame International, as the case may be, has received the requisite consents necessary to effect the Proposals to each of the Indentures. As the requisite consents have been obtained, Skyfame Realty and Skyfame International intend to execute a supplemental indenture with respect to each of the Indentures with the respective trustee as soon as practicable to give effect to the Proposals.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons who come into possession of this announcement are required to inform themselves about, and to observe, any such restrictions.

FORWARD-LOOKING INFORMATION

Forward-looking statements in this announcement, including those statements relating to the Consent Solicitations, such as the execution of the supplemental indentures, are based on current expectations. These statements are not guarantees of future events or results. Future events and results involve some risks, uncertainties and assumptions that are difficult to predict. Actual events and results could vary materially from the description contained herein due to many factors including changes in the market and price for any Series of Notes; changes in the business and financial condition of the Company and its subsidiaries; changes in the debt markets in general; and the occurrence of events specified in the Consent Solicitations that would trigger a condition permitting termination or amendment of the Consent Solicitations.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board

Skyfame Realty (Holdings) Limited

YU Pan

Chairman

Hong Kong, January 23, 2021

As at the date of this announcement, the board of directors of the Company comprises four executive directors, namely Mr. YU Pan (Chairman), Mr. WEN Xiaobing, Mr. WANG Chenghua and Mr. JIN Zhifeng; one non-executive director, namely Mr. WONG Lok; and three independent non-executive directors, namely Mr. CHOY Shu Kwan, Mr. CHENG Wing Keung, Raymond and Ms. CHUNG Lai Fong.

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