Central China Real Estate : PROPOSED ISSUE OF SENIOR 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 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 have not been and will not be registered under the U.S. Securities Act. No securities may be offered or sold in the United States absent registration except pursuant to an exemption from, or a transaction not subject to, the 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 issuer or the selling security holder. Such prospectus will contain detailed information about the company involved and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.

(Stock Code: 0832)

PROPOSED ISSUE OF SENIOR NOTES

The Company proposes to conduct an international offering of United States dollar denominated senior notes to persons outside the United States in reliance on Regulation S under the U.S. Securities Act.

Completion of the Proposed Notes Issue is subject to, among others, market conditions and investors' interests. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. Deutsche Bank, Haitong International, UBS and VTB Capital are the joint bookrunners and the joint lead managers for the Proposed Notes Issue. The Company currently intends to use the proceeds from the Proposed Notes Issue to repay existing indebtedness. The Company may adjust its plans in response to changing market conditions, and, thus reallocate the use of the proceeds.

Application will be made to the SGX-ST for the listing and quotation of the Notes on the Official List of the SGX-ST. Admission of the Notes to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company or the Notes. No listing of the Notes has been sought in Hong Kong.

As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.

Further announcement in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

THE PROPOSED NOTES ISSUE

Introduction

The Company proposes to conduct an international offering of United States dollar denominated senior notes to persons outside the United States in reliance on Regulation S under the U.S. Securities Act.

Completion of the Proposed Notes Issue is subject to, among others, market conditions and investors' interests. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. Deutsche Bank, Haitong International, UBS and VTB Capital are the joint bookrunners and the joint lead managers for the Proposed Notes Issue. As at the date of this announcement, the principal amount, the interest rates, the payment dates and certain other terms and conditions of the Proposed Notes Issue are yet to be finalised. Upon finalising the terms of the Notes, it is expected that the Company, the Subsidiary Guarantors, the Subsidiary Guarantor Pledgors and Deutsche Bank, Haitong International, UBS and VTB Capital will enter into the Purchase Agreement and other ancillary agreements in relation to the Proposed Notes Issue.

The Notes will be offered outside the United States, in reliance on Regulation S under the

U.S. Securities Act. None of the Notes will be offered to the public in Hong Kong.

Information of the Group and Reasons for the Proposed Notes Issue

The Group is the leading residential property developer in Henan province of the PRC. The Company was ranked 28th in the ''2016 Top 500 Chinese Property Developers'' in the ''2016 Assessment Report on Top 500 Chinese Property Developers'' published on 22 March 2016 and topped the list of ''Top 10 Chinese Property Developers in Regional Operations'' for eight consecutive years in a row and continued to be ranked in ''Top 5 PRC Listed Property Companies in Operations Performance''.

The Company currently intends to use the proceeds from the Proposed Notes Issue to repay existing indebtedness. The Company may adjust its plans in response to changing market conditions and thus reallocate the use of the proceeds. The Board believes that the Proposed Notes Issue represents a timely opportunity for the Company to further extend the profile of the Group and improve its ability to access the international debt capital markets to support the growth of the Group in future.

Listing

Application will be made to the SGX-ST for the listing and quotation of the Notes on the Official List of the SGX-ST. Admission of the Notes to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company or the Notes. No listing of the Notes has been sought in Hong Kong.

GENERAL

As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.

Further announcement in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

DEFINITIONS

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

''Board'' the board of Directors;

''Company'' Central China Real Estate Limited (建業地產股份有限公司*),

an exempted company incorporated under the laws of the Cayman Islands with limited liability, whose Shares are listed on the main board of the Stock Exchange;

''Director(s)'' the director(s) of the Company;

''Deutsche Bank'' Deutsche Bank AG, Singapore Branch, one of the joint

bookrunners and joint lead managers in respect of the Proposed Notes Issue;

''Group'' the Company and its subsidiaries;

''Haitong International'' Haitong International Securities Company Limited, one of the

joint bookrunners and joint lead managers in respect of the Proposed Notes Issue;

''HK$'' or ''HKD'' Hong Kong dollars, the lawful currency of Hong Kong;

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC;

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock

Exchange;

''Notes'' the US$ denominated guaranteed senior notes proposed to be issued by the Company;

''PRC'' the People's Republic of China;

''Proposed Notes Issue'' the proposed issue of the Notes by the Company;

''Purchase Agreement'' the agreement to be entered into among the Company, the

Subsidiary Guarantors, the Subsidiary Guarantor Pledgors and Deutsche Bank, Haitong International, UBS and VTB Capital in relation to the Proposed Notes Issue;

''SGX-ST'' Singapore Exchange Securities Trading Limited;

''Share(s)'' ordinary share(s) with a nominal value of HK$0.10 each in the share capital of the Company;

''Stock Exchange'' The Stock Exchange of Hong Kong Limited;

''Subsidiary Guarantor Pledgors''

certain subsidiaries of the Company organised outside the PRC that provide pledges over the shares of the Subsidiary Guarantors held by these subsidiaries;

''Subsidiary Guarantors'' certain subsidiaries of the Company organised outside the PRC

which guarantee the Notes;

''UBS'' UBS AG Hong Kong Branch, one of the joint bookrunners and joint lead managers in respect of the Proposed Notes Issue;

''US$'' United States dollar, the lawful currency of the United States of America;

''U.S. Securities Act'' the United States Securities Act of 1933, as amended;

''VTB Capital'' VTB Capital plc, one of the joint bookrunners and joint lead

managers in respect of the Proposed Notes Issue;

''%'' per cent.

By order of the Board

Central China Real Estate Limited Wu Po Sum

Chairman

Hong Kong, 11 July 2017

As at the date of this announcement, the Board of Directors of the Company comprises nine Directors of which Mr. Wu Po Sum, Mr. Liu Weixing and Ms. Yan Yingchun are executive Directors, Mr. Lucas Ignatius Loh Jen Yuh, Mr. Puah Tze Shyang, and Ms. Wu Wallis (alias Li Hua) are non-executive Directors, Mr. Cheung Shek Lun, Mr. Muk Kin Yau and Mr. Xin Luo Lin are independent non-executive Directors.

* For identification purposes only