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Guangdong - HK Greater Bay Area Holdings Ltd - Exchange Offer - Launch

EXCHANGE OFFER FOR THE 12.0% SENIOR NOTES DUE 2023 (ISIN: XS2485447838/COMMON CODE: 248544783) AND THE 13.85% SENIOR NOTES DUE 2023 (ISIN: XS2386427525/COMMON CODE: 238642752)


17 APRIL 2023


Full announcement including disclaimers and offer restrictions available via SGX


"INTRODUCTION


On the date of this announcement, Guangdong – Hong Kong Greater Bay Area Holdings Limited, a company incorporated in the Cayman Islands with limited liability (the “Company”) commenced the exchange offer (the “Exchange Offer”) for (A) at least US$67,500,000, or 90% of the outstanding principal amount of the 12.0% Senior Notes due 2023 (the “May 2023 Notes”) (the “May 2023 Minimum Acceptance Amount”); and (B) at least US$273,258,000, or 90%, of the outstanding principal amount of the 13.85% Senior Notes due 2023 (the “October 2023 Notes” and, together with the May 2023 Notes, the “Existing Notes”) (the “October 2023 Minimum Acceptance Amount” and the references to “Minimum Acceptance Amount” are to the May 2023 Minimum Acceptance Amount or the October 2023 Minimum Acceptance Amount, as the case may be) upon the terms and subject to the conditions set forth in the exchange offer memorandum dated April 17, 2023 (the “Exchange Offer Memorandum”) relating to the Exchange Offer. The purpose of the Exchange Offer is to improve the Company’s financial condition, extend its debt maturity profile and improve its cash flow.


To facilitate the implementation of a restructuring of the Existing Notes, the Company may, in addition to the Exchange Offer, consider launching a scheme of arrangement in Hong Kong (and/or a scheme of arrangement in any other relevant jurisdiction at the sole discretion of the Company) (the “Scheme”) to effect a restructuring of the Existing Notes on terms similar to the Exchange Offer but open to all holders of the Existing Notes (including U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”)), as contemplated in the term sheet attached to the form of the restructuring support agreement (the “Restructuring Support Agreement”) set forth in Appendix A to the Exchange Offer Memorandum.


Unless otherwise defined, capitalized terms in this announcement will have the same meaning as those defined in the Exchange Offer Memorandum.


BACKGROUND AND PURPOSE OF THE EXCHANGE OFFER


Since the second half of 2021, the whole Chinese real estate industry has been facing severe difficulties and challenges, coupled with repeated outbreaks of COVID-19. The Company has also been under enormous operating, financing and cash flow pressure. Against the backdrop of the adverse market conditions, the Company actively implemented various measures to improve its liquidity, including through accelerating sales and cash collection, reducing noncore and unessential operations and expenses and reducing the remuneration and benefits of the senior management team. Despite the efforts, the Company’s total contracted sales for the six months ended June 30, 2022 still decreased significantly by approximately 64.0% as compared to the same period in 2021, and asset disposals and collection of other receivables were difficult and slow in light of the adverse market condition. As a result, the Company

experienced occurrence of certain defaults under certain of its offshore indebtedness. As of the date of this announcement, the Company has not made an interest payment due on October 12, 2022 under the October 2023 Notes and an interest payment due on November 23, 2022 under the May 2023 Notes. In order to ensure the delivery of properties and the operation and long-term development of the Company, as part of these efforts, the Company is conducting the Exchange Offer and is offering Eligible Holders an opportunity to exchange their Existing Notes for the New Notes with an extended maturity and terms designed to allow the Company to improve its financial condition and stability.


The Company believes that the Exchange Offer, if successfully completed, can improve its financial condition, extend its debt maturity profile and improve its cash flow. If the Exchange Offer is not successfully consummated, and the Company is unable to extend the maturities of the Existing Notes, the Company may have to consider alternative debt restructurings, including resorting to a scheme of arrangement to effect a restructuring of the Existing Notes pursuant to the terms of the Restructuring Support Agreement (the form of which is set forth in Appendix A to the Exchange Offer Memorandum)."

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