DaFa Properties : 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 will not be registered under the Securities Act, and may not be offered or sold in the United States except pursuant to an exemption from, or 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.

This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

DaFa Properties Group Limited

大 發 地 產 集 团 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6111)

PROPOSED ISSUE OF SENIOR NOTES

THE PROPOSED NOTES ISSUE

The Company proposes to conduct an international offering of guaranteed U.S. Dollar denominated senior fixed rate notes.

Completion of the Proposed Notes Issue is subject to, among others, market conditions and investors' interest. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. As at the date of this announcement, the principal amount, the interest rate, the payment date 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 HSBC, Credit Suisse, Guotai Junan International, UBS, CMB International, Deutsche Bank, the Company and the Subsidiary Guarantors will enter into the Purchase Agreement.

The Notes have not been, and will not be, registered under the Securities Act. The Notes are being offered outside the United States in offshore transactions in accordance with Regulation S under the 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 Securities Act. None of the Notes will be offered to the public in Hong Kong.

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LISTING

The Company will seek a listing of the Notes on the Stock Exchange. A confirmation of the eligibility for the listing of the Notes has been received from the Stock Exchange for the listing of the Notes by way of debt issues to professional investors only as described in the offering memorandum. Admission of the Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes.

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. A 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 meanings set forth below unless the context requires otherwise:

"Board"

"CMB International"

"Company"

the board of Directors

CMB International Capital Limited

DaFa Properties Group Limited, an exempted company incorporated under the laws of Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 6111)

"Credit Suisse"

"Deutsche Bank"

"Directors"

"Guotai Junan International"

"Hong Kong"

"HSBC"

"Notes"

"PRC"

"Proposed Notes Issue"

Credit Suisse (Hong Kong) Limited

Deutsche Bank AG, Hong Kong Branch

the directors of the Company

Guotai Junan Securities (Hong Kong) Limited

the Hong Kong Special Administrative Region of the PRC

The Hongkong and Shanghai Banking Corporation Limited

the guaranteed U.S. Dollar denominated senior fixed rate notes to be issued by the Company

the People's Republic of China, excluding Hong Kong, Macau Special Administrative Region and Taiwan for the purpose of this announcement

the proposed issue of the Notes by the Company

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"Purchase Agreement" the agreement proposed to be entered into by and among HSBC, Credit Suisse, Guotai Junan International, UBS, CMB International, Deutsche Bank, the Company and the Subsidiary Guarantors in relation to the Proposed Notes Issue

"Securities Act"

"Stock Exchange"

"Subsidiary Guarantees"

"Subsidiary Guarantors"

"U.S. Dollars" or "US$"

"UBS"

"United States"

Hong Kong, 27 July 2020

the United States Securities Act of 1933, as amended

The Stock Exchange of Hong Kong Limited

the guarantees to be provided by the Subsidiary Guarantors in respect of the Notes

certain existing subsidiaries of the Company which provide guarantees for the Notes

United States dollar(s), the lawful currency of the United States

UBS AG Hong Kong Branch

the United States of America

By Order of the Board

DaFa Properties Group Limited

Ge Yiyang

Chairman

As at the date of this announcement, the Board comprises Mr. Ge Yiyang, Mr. Liao Lujiang, Mr. Chi Jingyong and Mr. Yang Yongwu as the executive Directors, and Mr. Gu Jiong, Mr. Sun Bing and Mr. Fok Ho Yin Thomas as the independent non-executive Directors.

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