Fantasia : OVERSEAS 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 not for distribution, directly or indirectly, in or into the United States. This announcement and the information contained herein does not constitute or form part of an offer to purchase, subscribe or sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an applicable exemption from such registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and management, as well as financial statements. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. The securities described in this announcement will be sold in accordance with all applicable laws and regulations. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

Fantasia Holdings Group Co., Limited ڀᅵϋછٰණྠϞࠢʮ̡

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 01777)

OVERSEAS REGULATORY ANNOUNCEMENT

This overseas regulatory announcement is issued 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 supplemental offering memorandum (the "Offering Memorandum") in relation to the issuance of US$70,000,000 senior notes due 2021 (to be consolidated and form a single series with the US$130,000,000 senior notes due 2021 issued on 18 December 2018) by Fantasia Holdings Group Co., Limited, which is available on the website of the Singapore Exchange Securities Trading Limited on 4 January 2019.

The posting of the Offering Memorandum 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 Offering Memorandum 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 Offering Memorandum 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 Offering Memorandum.

By order of the Board Fantasia Holdings Group Co., Limited

Pan Jun

Chairman

Hong Kong, 7 January 2019

As at the date of this announcement, the executive Directors are Mr. Pan Jun, Ms. Zeng Jie, Baby and Mr. Deng Bo; the non-executive Directors are Mr. Li Dong Sheng, Mr. Liao Qian and Mr. Lam Kam Tong and the independent non-executive Directors are Mr. Ho Man, Mr.

Huang Ming, Dr. Liao Jianwen, Ms. Wong Pui Sze, Priscilla, JP and Mr. Guo Shaomu.

IMPORTANT NOTICE

NOT FOR DISTRIBUTION IN THE UNITED STATES

You must read the following disclaimer before continuing. The following disclaimer applies to the document following this page and you are therefore advised to read this disclaimer carefully before accessing, reading or making any other use of the attached document. In accessing the attached document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

You acknowledge that the attached document and the information contained therein are strictly confidential and intended for you only. You are not authorized to and you may not forward or deliver the attached document, electronically or otherwise, to any other person or reproduce such document in any manner whatsoever, nor may you disclose the information contained in the attached document to any third-party or use it for any other purpose. Any forwarding, distribution, publication or reproduction of the attached document in whole or in part or disclosure of any information contained therein or any use of such information for any other purpose is unauthorized.

Failure to comply with this directive may result in a violation of the securities laws of applicable jurisdictions.

Nothing in this electronic transmission constitutes an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where it is unlawful to do so. The securities referred to in the attached document have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The attached document is not a prospectus for the purposes of the European Union's Directive 2003/71/EC (and any amendments thereto) as implemented in member states of the European Economic Area (the "EU Prospectus Directive"). The attached document has been prepared on the basis that all offers of the securities made to persons in the European Economic Area will be made pursuant to an exemption under the EU Prospectus Directive from the requirement to produce a prospectus in connection with offers of the securities.

CONFIRMATION OF YOUR REPRESENTATION: IN ORDER TO BE ELIGIBLE TO VIEW THE ATTACHED DOCUMENT, INVESTORS MUST COMPLY WITH THE FOLLOWING PROVISIONS. YOU HAVE BEEN SENT THE ATTACHED DOCUMENT ON THE BASIS THAT YOU HAVE CONFIRMED TO UBS AG HONG KONG BRANCH (THE "INITIAL PURCHASER") THAT YOU (I) ARE OUTSIDE THE UNITED STATES, AND, TO THE EXTENT YOU PURCHASE THE SECURITIES DESCRIBED IN THE ATTACHED DOCUMENT, YOU WILL BE DOING SO IN AN OFFSHORE TRANSACTION, AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT ("REGULATION S"), IN COMPLIANCE WITH REGULATION S; AND (II) CONSENT TO DELIVERY BY ELECTRONIC TRANSMISSION.

If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.

This document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently neither the Initial Purchaser nor any person who controls them or any of their respective directors, employees, representation or affiliates accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version.

You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

Notification under Section 309B(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA") - the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

SUPPLEMENTAL OFFERING MEMORANDUM CONFIDENTIAL (to the Offering Memorandum dated December 13, 2018)

FANTASIA HOLDINGS GROUP CO., LIMITED

(incorporated in the Cayman Islands with limited liability)

US$70,000,000

15.0% Senior Notes due 2021

(to be consolidated and form a single series with the US$130,000,000

15.0% Senior Notes due 2021 issued on December 18, 2018)

Issue Price: 100% plus accrued interest from (and including)

December 18, 2018 to (but excluding) December 28, 2018

Fantasia Holdings Group Co., Limited, a company incorporated in the Cayman Islands with limited liability (the "Company"), is proposing to offer US$70,000,000 aggregate principal amount of its 15.0% Senior Notes due 2021 (the "New Notes"). The New Notes will be issued under the indenture (the "Indenture") governing the Company's outstanding US$130,000,000 aggregate principal amount of 15.0% Senior Notes due 2021 issued on December 18, 2018 (the "Original Notes"). The New Notes constitute Additional Notes under the Indenture and are identical in all respects with the Original Notes, other than with respect to the date of issuance and issue price. The New Notes will form a single series with the Original Notes. The Original Notes and the New Notes are referred to collectively as the "Notes". Upon completion of this offering, the aggregate principal amount of outstanding New Notes and Original Notes will be US$200,000,000. Terms not defined in this Supplemental Offering Memorandum have the meanings given to them in the Offering Memorandum, dated March 1, 2018.

This supplemental offering memorandum incorporates the information contained in the attached offering memorandum dated December 13, 2018 (the "Offering Memorandum") and should be read in conjunction with the Offering Memorandum. To the extent that there is any inconsistency between any information in this supplemental offering memorandum and the information in the Offering Memorandum, the information in this supplemental offering memorandum shall prevail.

The New Notes will bear interest from December 18, 2018 at 15.0% per annum payable semi-annually in arrears on the business day on or nearest to December 18 and June 18 of each year, beginning June 18, 2019. The Notes will mature on December 18, 2021.

The Notes are senior obligations of the Company, guaranteed by certain of our existing subsidiaries (the "Subsidiary Guarantors"), other than (1) those organized under the laws of the PRC and (2) certain other subsidiaries specified in the section entitled "Description of the Notes" in the Offering Memorandum. We refer to the guarantees by the Subsidiary Guarantors as Subsidiary Guarantees. Under certain circumstances and subject to certain conditions, a Subsidiary Guarantee required to be provided by a subsidiary of the Company may be replaced by a limited-recourse guarantee (the "JV Subsidiary Guarantee"). We refer to the subsidiaries providing a JV Subsidiary Guarantee as JV Subsidiary Guarantors.

At any time prior to December 18, 2021, we may at our option redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes plus a premium (as set out in the section entitled "Description of the Notes" of this offering memorandum) as of, and accrued and unpaid interest, if any, to (but not including) the redemption date. At any time and from time to time prior to December 18, 2021, we may redeem up to 35% of the Notes, at a redemption price of 115.0% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date, with the net cash proceeds from sales of certain kinds of capital stock of the Company. Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), we must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. Holders may at their option require the Company to repurchase for cash all or any portion of their Notes on December 18, 2020 (the "Put Settlement Date") at the repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to (but excluding) the Put Settlement Date.

The Notes will be (1) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes, (2) at least pari passu in right of payment against the Company with all other unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such unsecured, unsubordinated indebtedness pursuant to applicable law), (3) effectively subordinated to the secured obligations (if any) of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors, to the extent of the value of the assets serving as security therefor (other than the collateral securing the Notes), and (4) effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries (as defined below). In addition, applicable law may limit the enforceability of the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) and the pledge of any collateral. See "Risk Factors - Risks Relating to the Subsidiary Guarantees, the JV Subsidiary Guarantees and the Collateral" in the Offering Memorandum.

For a more detailed description of the Notes, see the section entitled "Description of the Notes" in the Offering Memorandum.

Investing in the Notes involves risks. See the section entitled "Risk Factors" in the Offering Memorandum.

The Original Notes are listed on the Singapore Exchange Securities Trading Limited (the "SGX-ST") and application will be made to the SGX-ST for the listing and quotation of the New Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in-principle from, admission to the Official List of, and listing and quotation of any New Notes on, the SGX-ST are not to be taken as an indication of the merits of the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors (if any) or any other subsidiary or associated company of the Company, the New Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees. For so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Notes, if traded on the SGX-ST, will be traded in a minimum board lot size of S$200,000 (or its equivalent in foreign currencies). Accordingly, the Notes, if traded on the SGX-ST, will be traded in a minimum board lot size of US$200,000.

The New Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may 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 U.S. Securities Act. The New Notes are being offered and sold by the Initial Purchaser only outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act ("Regulation S"). For a description of certain restrictions on resale or transfer, see the section entitled "Transfer Restrictions".

With reference to the Notice on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Enterprises (਷࢕೯࢝ҷࠧ։ ᗫ׵પආΆุ೯Б̮ව௪ࣩ೮াՓ၍ଣҷࠧٙஷٝ) (the "NDRC Notice") promulgated by National Development and Reform Commission (the "NDRC") of the PRC on September 14, 2015 which came into effect on the same day, we have registered the issuance of the Notes with the NDRC and obtained a certificate from the NDRC dated July 19, 2018 evidencing such registration. Pursuant to the registration certificate, we will cause relevant information relating to the issue of the New Notes to be reported to the NDRC within ten working days after the issue date of the New Notes. We have reported the relevant information relating to the issue of the Original Notes to the NDRC within ten working days after the issue date of the Original Notes.

It is expected that the delivery of the New Notes will be made on or about December 28, 2018 through the book-entry facilities of the Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), against payment therefor in immediately available funds.

Sole Global Coordinator, Sole Lead Manager and Sole Bookrunner

UBS

The date of this supplemental offering memorandum is December 21, 2018

*

for identification purposes only

TABLE OF CONTENTS

THE OFFERING . . . . . . . . . . . . . . . . . .	S-1	DESCRIPTION OF THE NOTES . . . . . . S-6
RECENT DEVELOPMENT . . . . . . . . . .	S-3	PLAN OF DISTRIBUTION . . . . . . . . . . S-7
USE OF PROCEEDS . . . . . . . . . . . . . . .	S-4	LEGAL MATTERS . . . . . . . . . . . . . . . . S-9
CAPITALIZATION AND	GENERAL INFORMATION . . . . . . . . . . S-10
INDEBTEDNESS . . . . . . . . . . . . . . . .	S-5

You should rely only on the information contained in this supplemental offering memorandum and the accompanying Offering Memorandum. The accompanying Offering Memorandum contains important information with respect to an investment in the New Notes. This supplemental offering memorandum is not complete without the accompanying Offering Memorandum. Terms not defined in this supplemental offering memorandum have the meanings assigned to them in the accompanying Offering Memorandum. To the extent any information in this supplemental offering memorandum (including any information incorporated by reference in it) is inconsistent with the accompanying Offering Memorandum, you should rely on this supplemental offering memorandum, including information incorporated by reference.

This supplemental offering memorandum and the accompanying Offering Memorandum do not constitute an offer to sell to, or a solicitation of an offer to buy from, any person in any jurisdiction to whom it is unlawful to make the offer or solicitation in such jurisdiction. Neither the delivery of this supplemental offering memorandum and the accompanying Offering Memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this supplemental offering memorandum and the accompanying Offering Memorandum or that the information contained in this supplemental offering memorandum and the accompanying Offering Memorandum is correct as of any time after that date.

This supplemental offering memorandum and the accompanying Offering Memorandum are not a prospectus for the purposes of the European Union's Directive 2003/71/EC (and any amendments thereto) as implemented in member states of the European Economic Area (the "EU Prospectus Directive"). This supplemental offering memorandum and the accompanying Offering Memorandum have been prepared on the basis that all offers of the New Notes made to persons in the European Economic Area will be made pursuant to an exemption under the EU Prospectus Directive from the requirement to produce a prospectus in connection with offers of the New Notes.

The communication of this supplemental offering memorandum and the Offering Memorandum and any other document or materials relating to the issue of the New Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized 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 New Notes offered hereby are only available to, and any investment or investment activity to which this supplemental

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