OFFER TO PURCHASE FOR CASH OF ITS OUTSTANDING 8.75% SENIOR NOTES DUE 2021 UP TO THE MAXIMUM ACCEPTANCE AMOUNT (ISIN: XS2189801041; Common Code: 218980104; Stock Code: 40272)

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. 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.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Zhongliang Holdings Group Company Limited

中 梁 控 股 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2772)

OFFER TO PURCHASE FOR CASH

OF ITS OUTSTANDING 8.75% SENIOR NOTES DUE 2021 UP TO

THE MAXIMUM ACCEPTANCE AMOUNT

(ISIN: XS2189801041; Common Code: 218980104; Stock Code: 40272)

				Outstanding		Maximum
Description of the		ISIN/Common		principal amount		Acceptance				Expiration
Notes		Code		of the Notes		Amount(1)		Purchase Price(2)		Deadline
8.75% Senior Notes		XS2189801041/		US$250,000,000		the lower of the		US$1,005		4:00 p.m.
due 2021	218980104				Outstanding				(London Time)
(''2021 Notes'')						Principal Amount				on 18 May, 2021(3)
						and the New
						Issue Amount

1. As such amount may be changed by the Company in its sole discretion.
2. Per US$1,000 principal amount of the 2021 Notes accepted for purchase.
3. Unless extended, re-opened, amended and/or terminated by the Company.

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The Company is making an offer to purchase for cash its outstanding 2021 Notes up to the Maximum Acceptance Amount at a purchase price of US$1,005 per US$1,000 principal amount of the 2021 Notes. The Company has made available today to the Eligible Holders the Offer to Purchase setting out, among other things, the terms, the New Issue Condition and other conditions of the Offer.

The Offer is being made as part of the Company's policy to actively manage its balance sheet liabilities and optimize its debt structure.

UBS AG Hong Kong Branch, The Hongkong and Shanghai Banking Corporation Limited and Guotai Junan Securities (Hong Kong) Limited are acting as the Dealer Managers and D.F. King is acting as the Information and Tender Agent in relation to the Offer.

BACKGROUND

The 2021 Notes are listed on the Stock Exchange. The obligations of the Company under the 2021 Notes are guaranteed by certain of the Company's existing subsidiaries. As of the date of this announcement, the aggregate principal amount of US$250.0 million of the 2021 Notes remains outstanding.

The Company is making an offer to purchase for cash its outstanding 2021 Notes up to the Maximum Acceptance Amount at a purchase price of US$1,005 per US$1,000 principal amount of the 2021 Notes. The Company has made available today to the Eligible Holders the Offer to Purchase setting out, among other things, the terms and the New Issue Condition and other conditions of the Offer.

The Company is conducting a Concurrent New Money Issuance. The Concurrent New Money Issuance is not part of the Offer and is conducted pursuant to a separate offering memorandum. The Offer to Purchase is subject to, among others, the New Issue Condition. We expect to announce the interest rate and other pricing details of the 2021 Notes on or about 10 May, 2021.

THE OFFER

On the terms and subject to the New Issue Condition and other conditions of the Offer, the Company is offering to purchase for cash an aggregate principal amount of the 2021 Notes up to the Maximum Acceptance Amount (as such amount may be changed by the Company in its sole discretion). The Company will determine, in its sole discretion, the aggregate principal amount of the 2021 Notes that it will accept (if any) for purchase pursuant to the Offer.

PURCHASE PRICE

The Purchase Price payable to the Eligible Holders whose 2021 Notes are accepted for purchase will be equal to US$1,005 for each US$1,000 in principal amount of the 2021 Notes.

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PRORATION

If the aggregate principal amount of 2021 Notes validly tendered is greater than the Maximum Acceptance Amount, the Company will accept tenders of 2021 Notes for purchase on a pro rata basis such that the aggregate principal amount of 2021 Notes accepted for purchase is no greater than the Maximum Acceptance Amount. In addition, the Company reserves the right, in its sole discretion, to accept significantly less than such tendered amount in respect of the 2021 Notes, even if the tendered amount is less than the Maximum Acceptance Amount. Such pro rata application will be performed by accepting (in respect of each relevant Tender Instruction) that proportion of 2021 Notes validly tendered which is equal to the Maximum Acceptance Amount divided by the aggregate principal amount in respect of all 2021 Notes validly tendered, subject to rounding and as described below.

In the event of any such proration, the Company will round downward, if necessary, to ensure all purchases of the 2021 Notes will be in a minimum principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof. However, the Company may elect to accept or reject such tender of the 2021 Notes in full if application of proration will otherwise result in either (i) the Company accepting the 2021 Notes from any Eligible Holder in a principal amount of less than US$200,000 or (ii) the principal amount of the 2021 Notes not purchased due to pro rata application being less than US$200,000. All the 2021 Notes not accepted as a result of proration will be returned to Eligible Holders.

ACCRUED INTEREST PAYMENT

The Company will also pay an Accrued Interest Payment in respect of the 2021 Notes accepted for purchase pursuant to the Offer (from and including the last interest payment date up to, but excluding, the Settlement Date) on the Settlement Date.

SOURCES OF FUNDS

The Company intends to finance the Offer with the proceeds from internal funding.

TENDER INSTRUCTION

In order to participate in the Offer, Eligible Holders must validly tender their 2021 Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent by the Expiration Deadline. Separate Tender Instructions must be submitted on behalf of each individual beneficial owner due to potential proration. Tender Instructions will be irrevocable once delivered in accordance with the terms of the Offer.

Each Tender Instruction must specify the principal amount of the 2021 Notes that the relevant Eligible Holder is tendering at the Purchase Price. The 2021 Notes may be tendered only in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof.

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DEALER MANAGERS AND INFORMATION AND TENDER AGENT

The Company has appointed UBS AG Hong Kong Branch, The Hongkong and Shanghai Banking Corporation Limited and Guotai Junan Securities (Hong Kong) Limited as the dealer managers and D.F. King as the information and tender agent in relation to the Offer.

INDICATIVE TIMETABLE FOR THE OFFER
Events	Times and Dates
Commencement of the Offer
The Offer is announced. Offer to Purchase available from the	10 May 2021
Information and Tender Agent and on the Offer Website, and
notice of the Offer delivered to the Clearing Systems for
communication to Direct Participants.
Announcement of the Pricing of the New Notes
The interest rate and other pricing of the New Notes offered in	On or about 10 May 2021
the Concurrent New Money Issuance are announced.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the	4.00 p.m. (London Time)
Information and Tender Agent.	on 18 May 2021
Announcement of Results
Announcement of whether the Company will accept valid tenders	As soon as reasonably
of the 2021 Notes pursuant to the Offer and, if so accepted, (i)	practicable after the
the aggregate principal amount of the 2021 Notes accepted for	Expiration Deadline
tender and any proration factor (if applicable), (ii) the Purchase
Price and (iii) the Accrued Interest (expressed per US$1,000 in
principal amount of the 2021 Notes accepted for purchase by the
Company).
The Company plans to cancel the 2021 Notes it purchased
pursuant to the Offer. The 2021 Notes that have not been validly
tendered and accepted for purchase pursuant to the Offer will
remain outstanding after the Settlement Date.
Settlement Date
Expected settlement date for the Offer.	On or about 21 May 2021

The above times and dates are subject to the right of the Company to extend, re-open, amend and/or terminate the Offer (subject to applicable law and as provided in the Offer to Purchase).

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Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold the 2021 Notes when such intermediary would need to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in the Offer by the deadline set out above. The deadline set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the deadline described above.

Unless stated otherwise, announcements in connection with the Offer will be made through the website of the Stock Exchange and the Offer Website, the issue of a press release to a Notifying News Service and/or the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of the announcements, press releases and notices can also be obtained from the Information and Tender Agent, the contact details for which are on page 6 of this announcement. Significant delays may be experienced where notices are delivered to the Clearing Systems, and Eligible Holders are urged to contact the Information and Tender Agent for the relevant announcements during the course of the Offer using the contact details on page 6 of this announcement. In addition, Eligible Holders may contact the Dealer Managers for information using the contact details on page 6 of this announcement.

OFFER TO PURCHASE

The Offer to Purchase contains important information which should be read carefully by Eligible Holders before any decision is made with respect to the Offer. Eligible Holders are recommended to seek their own financial and legal advice, including in respect of any tax consequences, from their broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

The terms of the Offer are more fully described in the Offer to Purchase, which sets out further details regarding the tender procedures and the conditions of the Offer.

None of the Company, the Dealer Managers or the Information and Tender Agent (or any of their respective directors, employees or affiliates) makes any recommendation as to whether the Eligible Holders should tender their 2021 Notes in response to the Offer.

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