China Aoyuan : PROPOSED ISSUE OF USD 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 is not for distribution, directly or indirectly, in or into the United States. 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 and its management and financial statements. No public offer of securities is to be made by the Company in the United States.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3883)

PROPOSED ISSUE OF USD SENIOR NOTES

The Company proposes to conduct an international offering of USD senior notes.

The pricing of the Notes, including the aggregate principal amount, the Offer Price and the interest rate, will be determined through a book building exercise to be conducted by Bank of America Merrill Lynch, The Bank of East Asia, Limited, BOCOM International, CMB International, Deutsche Bank, Guotai Junan International, Haitong International and UBS as the joint lead managers and the joint bookrunners of the Notes Issue. Upon finalising the terms of the Notes, it is expected that Bank of America Merrill Lynch, The Bank of East Asia, Limited, BOCOM International, CMB International, Deutsche Bank, Guotai Junan International, Haitong International and UBS and the Company, among others, will enter into the Purchase Agreement with respect to the Notes Issue.

The Company intends to use the proceeds of the Notes to refinance the Group's existing offshore indebtedness and for general working capital. The pricing and completion of the Notes Issue are subject to market conditions and investor interest.

Application will be made to the SGX-ST for the listing of and quotation for the Notes on the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Approval for the listing and quotation of the Notes on the Official List of the SGX-ST is not to be taken as an indication of the merits of the Company, the Notes, the Subsidiary Guarantees, the Subsidiary Guarantors or their respective subsidiaries (if any).

As no binding agreement in relation to the Notes Issue has been entered into as at the date of this announcement, the 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. A further announcement in respect of the Notes Issue will be made by the Company should the Purchase Agreement be signed.

THE NOTES ISSUE

Introduction

The Company proposes to conduct an international offering of USD senior notes.

The pricing of the Notes, including the aggregate principal amount, the Offer Price and the interest rate, will be determined through a book building exercise to be conducted by Bank of America Merrill Lynch, The Bank of East Asia, Limited, BOCOM International, CMB International, Deutsche Bank, Guotai Junan International, Haitong International and UBS as the joint lead managers and the joint bookrunners of the Notes Issue. The terms and conditions of the Notes are still being determined and will likely include guarantees to be provided by certain Subsidiary Guarantors as well as pledges of shares held by the Company and certain of these subsidiaries. Upon finalising the terms of the Notes, it is expected that Bank of America Merrill Lynch, The Bank of East Asia, Limited, BOCOM International, CMB International, Deutsche Bank, Guotai Junan International, Haitong International and UBS and the Company, among others, will enter into the Purchase Agreement with respect to the Notes Issue, pursuant to which Bank of America Merrill Lynch, The Bank of East Asia, Limited, BOCOM International, CMB International, Deutsche Bank, Guotai Junan International, Haitong International and UBS will be the initial purchasers of the Notes. The Company will make a further announcement on the Notes Issue upon execution of the Purchase Agreement.

The Notes and the Subsidiary Guarantees have not been and will not be registered under the U.S. Securities Act or any state securities laws and, unless so registered, may not be offered or sold within the United States and may only be offered, sold or delivered outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. Accordingly, the Notes are being offered and sold only 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 and none of the Notes will be placed with any connected persons of the Company.

Reasons for the Notes Issue

The Company intends to use the proceeds of the Notes to refinance the Group's existing offshore indebtedness and for general working capital. The Company may adjust the foregoing plan in response to changing market conditions and reallocate the use of proceeds.

Listing

Application will be made to the SGX-ST for the listing of and quotation for the Notes on the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Approval for the listing and quotation of the Notes on the Official List of the SGX-ST is not to be taken as an indication of the merits of the Company, the Notes, the Subsidiary Guarantees, the Subsidiary Guarantors or their respective subsidiaries (if any).

GENERAL

As no binding agreement in relation to the Notes Issue has been entered into as at the date of this announcement, the 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. A further announcement in respect of the Notes Issue will be made by the Company should the Purchase Agreement be signed.

DEFINITIONS

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

"Board"	the board of Directors
"Bank of America Merrill	Merrill Lynch (Asia Pacific) Limited, one of the joint lead managers
Lynch"	and the joint bookrunners in respect of the offer and sale of the Notes
"The Bank of East Asia,	The Bank of East Asia, Limited, one of the joint lead managers and
Limited"	the joint bookrunners in respect of the offer and sale of the Notes
"BOCOM International"	BOCOM International Securities Limited, one of the joint lead
managers and the joint bookrunners in respect of the offer and sale of
the Notes
"CMB International"	CMB International Capital Limited, one of the joint lead managers
and the joint bookrunners in respect of the offer and sale of the Notes
"Company"	China Aoyuan Group Limited, formerly known as China Aoyuan
Property Group Limited, an exempted company incorporated in the
Cayman Islands with limited liability, the shares of which are listed
on the main board of the HKSE
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"connected person"	has the meaning ascribed to it under the Listing Rules
"Deutsche Bank"	Deutsche Bank AG, Singapore Branch, one of the joint lead
managers and the joint bookrunners in respect of the offer and sale of
the Notes
"Directors"	the directors of the Company
"Group"	the Company and its subsidiaries
"Guotai Junan International"	Guotai Junan Securities (Hong Kong) Limited, one of the joint lead
managers and the joint bookrunners in respect of the offer and sale of
the Notes
"Haitong International"	Haitong International Securities Company Limited, one of the joint
lead managers and the joint bookrunners in respect of the offer and
sale of the Notes
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
Republic of China
"HKSE"	The Stock Exchange of Hong Kong Limited
"Listing Rules"	the Rules Governing the Listing of Securities on the HKSE
"Notes"	the USD senior notes to be issued by the Company subject to the
terms and conditions of the Purchase Agreement
"Notes Issue"	the proposed issue of the Notes by the Company
"Offer Price"	the final price at which the Notes will be sold
"PRC"	the People's Republic of China, excluding Hong Kong, the Macao
Special Administrative Region of the People's Republic of China and
Taiwan for the purpose of this announcement
"Purchase Agreement"	the agreement proposed to be entered into by and among, inter alia,
the Company, Bank of America Merrill Lynch, The Bank of East
Asia, Limited, BOCOM International, CMB International, Deutsche
Bank, Guotai Junan International, Haitong International and UBS, in
relation to the Notes Issue
"SGX-ST"	The Singapore Exchange Securities Trading Limited
"Subsidiary Guarantees"	the guarantees provided by certain Subsidiary Guarantors in respect
of the Notes Issue
"Subsidiary Guarantors"	certain of the Company's existing subsidiaries that will guarantee the
Notes on the issue date of the Notes
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"UBS"

UBS AG Hong Kong Branch, one of the joint lead managers and the joint bookrunners in respect of the offer and sale of the Notes

"USD"

United States dollars

"U.S. Securities Act"

Hong Kong, 15 January 2019

the United States Securities Act of 1933, as amended

By order of the Board China Aoyuan Group Limited

Guo Zi Wen

Chairman

As at the date of this announcement, the executive directors of the Company are Mr. Guo Zi Wen, Mr. Guo Zi Ning, Ms. Zhong Ping and Mr. Ma Jun; and the independent non-executive directors of the Company are Mr. Tsui King Fai, Mr. Cheung Kwok Keung and Mr. Hu Jiang.