Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takeno 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 arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation oroffer to acquire, purchase or subscribe for securities. This announcement does not constituteor form a part of any offer or solicitation to purchase or subscribe for securities in the UnitedStates. The securities have not been, and will not be, registered under the U.S. Securities Actof 1933, as amended (the “Securities Act”) or with any securities regulatory authority of
any state of the United States or other jurisdiction. The securities are being offered and soldoutside the United States in reliance on Regulation S under the Securities Act and may not be
offered or sold within the United States absent registration or an exemption from registration
under the Securities Act. No public offering of the securities will be made in the United Statesor in any other jurisdiction where such an offering is restricted or prohibited. 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 theCompany and management, as well as financial statements. The Company does not intend toregister any part of the offering in the United States.

GUANGDONG – HONG KONG GREATER BAY AREA
HOLDINGS LIMITED粵 港 灣 控 股 有 限 公 司(Incorporated in the Cayman Islands with limited liability)(Stock code: 1396)

CONSENT SOLICITATION RELATING TO
7.0% SENIOR NOTES DUE 2026
(ISIN: XS2609459123; COMMON CODE: 260945912)
On April 28 and September 6, 2023, the Company issued US$413,578,609 andUS$25,958,911 aggregate principal amount of the Notes, respectively, which wereconsolidated and formed a single class. The Notes are listed on the SGX-ST. As of thedate of this announcement, US$439,537,520 in aggregate principal amount of the Notes isoutstanding.
The Company is hereby soliciting consents from the Eligible Holders to certain ProposedAmendments to the Indenture in order to extend the maturity date and amend theinterest rate and interest payment arrangement in the manner more fully described in theConsent Solicitation Statement sent to the Eligible Holders at the Launch Date, which issummarized under the section headed “The Consent Solicitation – Summary of the Major
Proposed Amendments” in this announcement.
–1–Capitalized terms used herein and not otherwise defined shall have the same meanings as
those defined in the Consent Solicitation Statement, which is available, subject to eligibility
confirmation and registration, on the Consent Website: https://deals.is.kroll.com/youngo.
IMPORTANT NOTICE – THE CONSENT SOLICITATION IS AVAILABLE ONLYTO INVESTORS WHO ARE NOT U.S. PERSONS (WITHIN THE MEANING OFREGULATION S) AND ARE OUTSIDE THE UNITED STATES. U.S. PERSONS (ASDEFINED UNDER REGULATION S), PERSONS ACTING FOR THE ACCOUNTOR BENEFIT OF U.S. PERSONS AND PERSONS LOCATED OR RESIDENTIN THE UNITED STATES ARE NOT PERMITTED TO PARTICIPATE IN THECONSENT SOLICITATION.
THE CONSENT SOLICITATIONIntroduction
The principal purpose of the Consent Solicitation and the Proposed Amendments is to amend(i) the maturity date and related provisions; (ii) the interest rate, interest payment dates, andpayment-in-kind interest provisions; and (iii) payment of principal instalments and related
provisions in the Indenture, in accordance with the terms and subject to the conditions set
forth in the Consent Solicitation Statement. The Proposed Amendments with respect to theNotes constitutes a single proposal and a consenting Holder must consent to the ProposedAmendments of the Notes as an entirety and may not consent selectively with respect tocertain of the Proposed Amendments with respect to the Notes.
Subject to the terms and conditions of this Consent Solicitation, the Company will make aprincipal repayment of US$1 in cash per US$1,000 principal amount of the Notes (the “UpfrontPrincipal Payment”) to all holders of record as of the Record Date of the Notes. Aftermaking the Upfront Principal Payment, the Company will cause the Notes in the principal
amount equal to the Upfront Principal Payment to be cancelled. It is expected that theUpfront Principal Payment will be made as soon as practicable after the Expiration Deadline
and the conditions described under “The Consent Solicitation – Conditions to this ConsentSolicitation” (the “Conditions”) are met (the “Payment Date”). The Company will not beobligated to make any Upfront Principal Payment if the Conditions described under “TheConsent Solicitation – Conditions to this Consent Solicitation” are not met (or are not waived
by the Company).
If the Requisite Consents with respect to the Notes are obtained, all Holders, including nonconsenting Holders, for the Notes will be bound by the terms of the Indenture as amended
by the Supplemental Indenture upon execution thereof and receive the Upfront Principal
Payment, giving effect to the Proposed Amendments with respect to the Notes.

–2–Background and Purpose of the Consent Solicitation
Since the second half of 2021, the entire Chinese real estate industry has been facing severe
difficulties and challenges, coupled with the repeated outbreaks of COVID-19. The Company
has also been under enormous operating, financing and cash flow pressure. Against thebackdrop 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. In addition, with the support of the Holders, theCompany completed an exchange offer under which the Notes were issued in April 2023, but
the operating environment affecting the Chinese real estate industry has not improved sincethen. In the past six months, despite all efforts made by the Company to boost sales, the sales
performance has remained dismal, even during the traditional peak sales season known as
the “Golden September and Silver October.” The Company recorded a significant net loss ofapproximately RMB740.0 million for the six months ended June 30, 2023. The Company’s
asset disposals and collection of other receivables were also difficult and slow in light of theadverse market condition. As a result, the Company may not be able to pay the interest of theNotes due on October 28, 2023.
The Company anticipates that the market condition in the Chinese real estate industry willremain under pressure for the coming years, and therefore, in the absence of a sharp recovery
in the market and a resurge of various financing options, the Company remains cautious about
its liquidity in the near term. To ensure the delivery of properties and its operation as well as
long-term development, the Company is conducting the Consent Solicitation in relation to theNotes, as described in the Consent Solicitation Statement, to allow more breathing room for its
business operation until the Company improves its liquidity position and generates sufficient
cash flow to meet its financial commitments.
The purpose of this Consent Solicitation is to extend the maturity date and amend theprincipal payment schedule, the interest rate, interest payment dates and other interest
payment provisions in the Indenture. For a description of the Proposed Amendments,
see “Summary of the Major Proposed Amendments.” If the Consent Solicitation is not
successfully consummated, the Company’s efforts to mitigate the effects of the adverse
market conditions and to meet its financial commitments may be limited by the restrictions
under these provisions, and the Company may consider alternative debt restructuring exercise.
Further, if the Consent Solicitation is not consummated on or prior to October 28, 2023, theCompany may not be able to pay the interest due on such date. For a more detailed discussion,please see “Risk Factors – Our financial performance and business operations have been
and may continue to be affected by adverse market conditions, and the Company may not beable to generate sufficient cash to fully address our financial commitments” in the Consent
Solicitation Statement.

–3–

Summary of the Major Proposed Amendments
Below is a summary of some major terms in the Proposed Amendments, which is not complete
and is qualified in its entirety by reference to the full text and more detailed information
contained in the Consent Solicitation Statement. The Eligible Holders are urged to readthe Consent Solicitation Statement in full, as it contains important information which theEligible Holders should read carefully before making any decision with respect to the ConsentSolicitation. Major terms of the Proposed Amendments include:•amending the maturity date and related provisions;•amending the interest rate, interest payment dates, and payment-in-kind interest
provisions; and•amending payment of principal instalments and related provisions.

The Proposed Amendment to Amend the Maturity Date and Related Provisions
The Company is seeking to extend the maturity of the Notes from April 28, 2026 to April
28, 2029 to alleviate the liquidity pressure and allow more breathing room for its business
operation until the Company improves its liquidity position.
The Proposed Amendment to Amend the Interest Rate, Interest Payment Dates andPayment-in-kind Interest Provisions
In order to preserve its cash resources for business operations in the near term, the Company
is seeking to (i) reduce the interest rate from 7.0% per annum to 4.5% per annum; (ii) amend
the interest payment dates from April 28 and October 28 each year to April 28 each year; (iii)
accrue interest on the Notes from (and including) April 28, 2024 instead of April 28, 2023; (iv)
pay the interest accrued from (and including) April 28, 2024 to (but excluding) April 28, 2025
in PIK Interest only; and (v) pay the interest accrued from (and including) April 28, 2025 tothe maturity date in cash.
The Proposed Amendment to Amend Payment of Principal Instalments and Related
Provisions
In line with the Proposed Amendment to extend the maturity of the Notes, the Company
is also seeking to remove the scheduled mandatory redemption obligations and pay all theprincipal amount of the Notes, unless redeemed or repurchased and cancelled earlier, on thematurity date.
Eligible Holders may refer to the Consent Solicitation Statement for more details on theProposed Amendments. Regardless of whether the Proposed Amendments becomes effective,
the Notes will remain outstanding in accordance with all other terms of the Notes and theIndenture.

–4–Expected Timetable
The following summarizes the anticipated timetable for the Consent Solicitation.

DateCalendar date
and/or time

Record DateOctober 10, 2023

Only the Eligible Holders of record
as of the Record Date are eligible toconsent to the Proposed Amendments.
See “Important Information.”

Launch Date

October 11, 2023

The Consent Solicitation is announced.
The Consent Solicitation Statement isdelivered to the Clearing Systems forcommunication to Direct Participants
and published on the Consent Website.

Expiration Deadline

4:00 p.m., London Time,
October 20, 2023, unlessextended by the Company
and notified to the Trustee
or terminated.

Consents must be validly delivered onor prior to the Expiration Deadline.

Announcementof Results

As soon as reasonably
practicable after theExpiration Deadline.

Announcement of whether theCompany has received the Requisite
Consents necessary for the Proposed
Amendments to the Indenture by theissue of a press release and/or a noticesent via the Euroclear or Clearstream
and/or announcement on the websitesof the SGX-ST and the ConsentWebsite.

Description–5–

Date

Calendar date
and/or time

Description

Consent Date

The date when theInformation and Tabulation
Agent receives Requisite
Consents who then certifies
to the Trustee and theCompany that the Requisite
Consents have been
received as of 4:00 p.m.,
London Time, on such date.

Immediately after the Consent
Date, the Company, the Subsidiary
Guarantors and the Trustee mayproceed to execute the Supplemental
Indenture with respect to the Proposed
Amendments.

Effective TimeThe time that the Company,
the Subsidiary Guarantors
and the Trustee execute theSupplemental Indenturewith respect to the Proposed
Amendments which is afterConsent Date but may beprior to, concurrent withor after the Expiration
Deadline.

The Supplemental Indenture will beeffective upon execution, but will not
become operative unless and until theCompany causes to be delivered to theHolders the necessary funds to pay theUpfront Principal Payment.

Payment of theUpfront PrincipalPayment

As soon as reasonably
practicable after theExpiration Deadline andthe Conditions under “TheConsent Solicitation –Conditions to this Consent
Solicitation” are met (orwaived by the Company),
which is expected to be on
or about October 25, 2023.

Subject to satisfaction of theconditions for payment of the Upfront
Principal Payment, the Company will
make the Upfront Principal Payment toall holders of record as of the Record
Date of the Notes. After making
the Upfront Principal Payment, theCompany will cause the Notes in theprincipal amount equal to the Upfront
Principal Payment to be cancelled.

Further Details
For a detailed statement of the terms and conditions of the Consent Solicitation, Eligible
Holders should refer to the Consent Solicitation Statement.

–6–

The Company has appointed Kroll Issuer Services Limited as the Information and Tabulation
Agent with respect to the Consent Solicitation (as stipulated in the Consent Solicitation
Statement and its related documents). The Consent Solicitation Statement, this announcement
and all documents related to the Consent Solicitation can be found on the Consent Website:
https://deals.is.kroll.com/youngo. The contact information of Kroll Issuer Services Limited is
set out as follows:
Kroll Issuer Services Limited
In London:

In Hong Kong:

The Shard
32 London Bridge StreetLondon SE1 9SG
United Kingdom
Tel: +44 20 7704 0880

3/F Three Pacific Place
1 Queen’s Road East
Admiralty
Hong Kong
Tel: +852 2281 0114

Email: youngo@is.kroll.com
Attention: Mu-yen Lo/Kevin Wong
Consent Website: https://deals.is.kroll.com/youngo
General
THE CONSENT SOLICITATION IS AVAILABLE ONLY TO INVESTORS WHO
ARE NOT U.S. PERSONS (WITHIN THE MEANING OF REGULATION S) AND
ARE OUTSIDE THE UNITED STATES. U.S. PERSONS (AS DEFINED UNDERREGULATION S), PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF U.S.
PERSONS AND PERSONS LOCATED OR RESIDENT IN THE UNITED STATES ARENOT PERMITTED TO PARTICIPATE IN THE CONSENT SOLICITATION.
This announcement is not a solicitation of consent with respect to the Notes. The ConsentSolicitation is being made solely pursuant to the Consent Solicitation Statement and related
documents dated October 11, 2023, which set forth in detail the terms of the Consent
Solicitation. Eligible Holders should not contact the Company with respect to the Consent
Solicitation and should not rely solely on this announcement. All statements contained herein
are qualified by the Consent Solicitation Statement.
The distribution of this announcement in certain jurisdictions may be restricted by law.
Persons into whose possession of this announcement comes are required to inform themselves
about, and to observe, any such restrictions.
Forward-looking statements in this announcement, including those statements relating tothe Consent Solicitation, are based on current expectations, assumptions, estimates andprojections about the Company and its industry. These statements are not guarantees offuture performance and that the Company’s actual results of operations, financial conditionand liquidity, and the development of the industry in which the Company operates may–7–

differ materially from those made in, or suggested by, the forward-looking statements in thisannouncement. Future events and results involve some risks, uncertainties and assumptions
that are difficult to predict. Important factors that could cause those differences include, but
are not limited to, changes in the competitive environment and regulatory environment ofthe industry in the PRC relevant to the business of the Group, changes in the business andfinancial condition of the Group and changes in the general economic trend in the PRC.
DEFINITIONS
Unless the context otherwise requires, terms used in this announcement shall have thefollowing respective meanings or shall have the meanings given to them in the ConsentSolicitation Statement as applicable:“Board”

the board of Directors of the Company“Company”

Guangdong – Hong Kong Greater Bay Area Holdings
Limited (粵港灣控股有限公司)“Consent Solicitation”

solicitation from the Company and the Company seeking
Consents to all of the Proposed Amendments to the Indenture
as a single proposal“Consent SolicitationStatement”

the consent solicitation statement dated October 11, 2023 inrelation to the Consent Solicitation“Director(s)”the director(s) of the Company“Eligible Holders”

Holders who are non-U.S. persons located or resident outside
the United States (as those terms are defined in Regulation S)“Group”

the Company and its subsidiaries“Holder”

the holder of the Notes“Hong Kong”

the Hong Kong Special Administrative Region of the PRC“Indenture”

the indenture dated April 28, 2023 by and among theCompany, the Subsidiary Guarantors and China Construction
Bank (Asia) Corporation Limited (中國建設銀行(亞洲)股份有限公司) governing the Notes“Launch Date”

October 11, 2023

“Notes”

the US$ denominated Senior Notes due 2026 issued by theCompany and unconditionally and irrevocably guaranteed by
the Subsidiary Guarantors–8–

“PRC”

the People’s Republic of China“Regulation S”

Regulation S under the U.S. Securities Act“SGX-ST”

Singapore Exchange Securities Trading Limited“Shareholder”

the shareholder of the Company“Subsidiary Guarantors”

the subsidiaries of the Company named in Schedule I to theIndenture“U.S.” or “United States”

The United States of America“U.S. Securities Act”

the United States Securities Act of 1933, as amended“US$” or “US dollar”

United States dollars, the lawful currency of the UnitedStates“%”

per cent.
By order of the Board
Guangdong – Hong Kong Greater Bay Area Holdings Limited
LUO Jieping
Chairman and Executive Director

October 11, 2023
As at the date of this announcement, the executive Directors of the Company are Mr. LuoJieping, Mr. Wong Choi Hing, Mr. Cai Hongwen, Mr. He Fei and Ms. Wei Haiyan; the nonexecutive Director of the Company is Mr. Zeng Yunshu, and the independent non-executive
Directors of the Company are Mr. Guan Huanfei, Mr. Han Qinchun and Mr. Chen Yangsheng.

–9–