CIFI : ISSUANCE OF CNY1,200,000,000 5.85% SENIOR NOTES DUE 2023

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 United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) absent registration, except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act. 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 Company and will contain detailed information about the Company and its management, as well as financial statements. The Company does not intend to register any part of the securities in the United States.

CIFI Holdings (Group) Co. Ltd.

旭 輝 控 股（ 集 團 ）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00884)

ISSUANCE OF CNY1,200,000,000 5.85% SENIOR NOTES DUE 2023

On 12 August 2020, the Company and the Subsidiary Guarantors entered into the Purchase Agreement with the Initial Purchasers in connection with the Notes Issue.

The estimated net proceeds of the Notes Issue, after deducting the underwriting discounts and commissions and other estimated expenses payable in connection with the Notes Issue, will amount to approximately CNY1.18 billion, and the Company intends to use the net proceeds from the Notes Issue for refinancing its existing indebtedness. The Company may adjust the foregoing plans in response to changing market conditions and, thus, reallocate the use of the net proceeds.

No PRIIPs key information document has been prepared as the Notes are not available to retail in EEA. 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.

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The Board is pleased to announce that on 12 August 2020, the Company and the Subsidiary Guarantors entered into the Purchase Agreement with the Initial Purchasers in connection with the Notes Issue.

THE PURCHASE AGREEMENT

Date: 12 August 2020

Parties to the Purchase Agreement

1. the Company;
2. the Subsidiary Guarantors;
3. HSBC;
4. Standard Chartered Bank;
5. China Industrial Securities International; and
6. CMBC Capital.

HSBC and Standard Chartered Bank are the joint global coordinators, which are, together with China Industrial Securities International and CMBC Capital, the joint bookrunners and joint lead managers in respect of the offer and sale of the Notes as well as the initial purchasers of the Notes. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of HSBC, Standard Chartered Bank, China Industrial Securities International and CMBC Capital is an independent third party and not a connected person of the Company and its connected persons.

The Notes and the Subsidiary Guarantees have not been, and will not be, registered under the U.S. Securities Act. The Notes and the Subsidiary Guarantees will only be offered and sold by the Initial Purchasers to non-U.S. persons outside of the United States in compliance with Regulation S under 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. None of the Notes and the Subsidiary Guarantees will be offered to the public in Hong Kong.

PROHIBITION OF SALES TO EEA AND UK 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 EEA or in the UK. 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 MiFID II; or (ii) a customer within the meaning of the Insurance Distribution Directive, as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by the PRIIPs for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs.

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Principal terms of the Notes

The following is a summary of certain provisions of the Notes and the Indenture. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, the Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees, if any.

Notes Offered

Subject to certain conditions to completion, the Company will issue the Notes in the aggregate principal amount of CNY1,200,000,000. The Notes will mature on 19 August 2023, unless earlier redeemed in accordance with the terms thereof.

Offering Price

The offering price of the Notes will be 100% of the principal amount of the Notes.

Interest and Interest Payment Dates

The Notes will bear interest from (and including) 19 August 2020 at the rate of 5.85% per annum, payable semi-annually in arrears on 19 February and 19 August of each year, commencing 19 February 2021.

Ranking of the Notes

The Notes are (1) general obligations of the Company; (2) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes; (3) at least pari passu in right of payment with the 2017 Notes, the January 2018 Notes, the April 2018 Notes, the September 2018 Notes, the January 2019 Notes, the February 2019 Notes, the March 2019 Notes, the July 2019 Notes, the November 2019 Notes, the January 2020 Notes, the July 2020 Notes and all other unsecured and unsubordinated indebtedness of the Company (subject to any priority rights of such unsecured and unsubordinated indebtedness pursuant to applicable law); (4) guaranteed by the Subsidiary Guarantors and the JV Subsidiary Guarantors, if any, on a senior basis, subject to certain limitations; (5) effectively subordinated to the secured obligations of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors, to the extent of the value of the assets serving as security therefor; and (6) effectively subordinated to all existing and future obligations of the subsidiaries of the Company which are not providing guarantees under the Notes.

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If an event of default (other than an event of default specified in clause (7) or (8) above) occurs and is continuing under the Indenture, the trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the trustee if such notice is given by the holders), may, and the trustee at the written request of such holders shall, subject to receiving indemnity and/or security to its satisfaction, declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest shall be immediately due and payable. If an event of default specified in clause (7) or (8) above occurs with respect to the Company or any significant subsidiary (or any group of subsidiaries that together would constitute a significant subsidiary), the principal of, premium, if any, and accrued and unpaid interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder.

Covenants

The Notes, the Indenture and the Subsidiary Guarantees will limit the Company's ability and the ability of certain of its subsidiaries to, among other things:

1. incur or guarantee additional indebtedness and issue disqualified or preferred stock;
2. declare dividends on their capital stock or purchase or redeem capital stock;
3. make investments or other specified restricted payments;
4. issue or sell capital stock of certain of its subsidiaries;
5. guarantee indebtedness of certain of its subsidiaries;
6. sell assets;
7. create liens;
8. enter into sale and leaseback transactions;
9. enter into agreements that restrict certain of its subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;
10. enter into transactions with shareholders or affiliates; and
11. effect a consolidation, merger, restructuring or changes in shareholding in subsidiaries.

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Optional Redemption of the Notes

The Notes may be redeemed in the following circumstances:

1. At any time and from time to time on or after 19 August 2022, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 102.925% of the principal amount of the Notes redeemed plus accrued and unpaid interest (if any) to (but not including) the redemption date.
2. At any time and from time to time prior to 19 August 2022, the Company may at its 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 the applicable premium as of, and accrued and unpaid interest, if any, to (but not including) the redemption date. Neither the trustee nor the principal paying and transfer agent is responsible for calculating or verifying the applicable premium.
3. At any time and from time to time prior to 19 August 2022, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more sales of common stock of the Company in an equity offering at a redemption price of 105.85% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date; provided that at least 65% of the aggregate principal amount of the Notes originally issued on the original issue date remains outstanding after each such redemption and any such redemption takes place within 60 days after the closing of the related equity offering.

The Company will give not less than 30 days' nor more than 60 days' notice of any redemption.

Reasons for the Notes Issue

The Company is headquartered in Shanghai and engaged in the development of properties in mainly first- and second-tier cities in the PRC. The Company's development projects cover various property types including residential, office and commercial complexes. The Company's residential property development projects are primarily focused on developing residential products that offer end-users comfortable living environments and proximity to good ancillary facilities and transportation links. The Company's commercial property development projects are primarily focused on developing offices and community commercial properties.

The estimated net proceeds of the Notes Issue, after deducting the underwriting discounts and commissions and other estimated expenses payable in connection with the Notes Issue, will amount to approximately CNY1.18 billion, and the Company intends to use the net proceeds of the Notes Issue for refinancing its existing indebtedness. The Company may adjust the foregoing plans in response to changing market conditions and, thus, reallocate the use of the net proceeds.

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Listing and rating

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.

The Notes are expected to be rated "BB" by Fitch Ratings and "BB-" by Standard & Poor's Ratings Services.

DEFINITIONS

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

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"U.S. Dollars" or "US$" United States dollar(s), the lawful currency of the United States

By Order of the Board

CIFI Holdings (Group) Co. Ltd.

LIN Zhong

Chairman

Hong Kong, 13 August 2020

As at the date of this announcement, the Board comprises Mr. LIN Zhong, Mr. LIN Wei, Mr. LIN Feng, Mr. CHEN Dongbiao and Mr. YANG Xin as executive Directors; Mr. WANG Wei as non-executive Director; and Mr. GU Yunchang, Mr. ZHANG Yongyue and Mr. TAN Wee Seng as independent non-executive Directors.

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