NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATEDOR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKEISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF
AMERICA AND THE DISTRICT OF COLUMBIA OR IN OR INTO ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
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 completenessand 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 for information purposes only, and does not constitute an invitation or solicitation of an
offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any suchthings, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.
This announcement and the Tender Offer Memorandum referred to herein distributed by or on behalf of theCompany do not constitute an invitation to participate in the Offer in or from any jurisdiction in or from which,or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws orotherwise. The distribution of this announcement and the Tender Offer Memorandum by or on behalf of theCompany in certain jurisdictions (including but not limited to the United States, the United Kingdom, Hong Kong,
the People’s Republic of China, Singapore and the British Virgin Islands) may be restricted by law. Please refer
to “Offer and Distribution Restrictions” in the Tender Offer Memorandum distributed by or on behalf of theCompany for further details. Persons into whose possession this announcement or the Tender Offer Memorandumcomes are required by the Company and the Sole Dealer Manager to inform themselves about, and to observe,
any such restrictions. In particular, this announcement is not directed at, and is not meant to be accessed or readby, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than“professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any
rules made under that Ordinance. No action that would permit a public offer has been or will be taken in any
jurisdiction by the Company, the Sole Dealer Manager or the Tender and Information Agent.

PTEROSAUR CAPITAL CO., LIMITED(incorporated in the British Virgin Islands with limited liability)(the “Company”)€500,000,000 1.0 PER CENT. GUARANTEED BONDS DUE 2024
unconditionally and irrevocably guaranteed by
Jinjiang International Holdings Co, Ltd.
(锦江国际(集团)有限公司)(incorporated with limited liability in the People’s Republic of China)(the “Bonds”)(Stock Code: 6021)

LAUNCH OF THE OFFER
The Company hereby announces that it has commenced an invitation to eligible holders of the Bonds (“Eligible
Holders”) to tender their Bonds for purchase by the Company for cash (the “Offer”), upon the terms and subject
to the conditions set forth in the Tender Offer Memorandum (as it may be supplemented or amended from time
to time, the “Tender Offer Memorandum”), in an aggregate principal amount up to the Maximum AcceptanceAmount (as defined below) at a purchase price (the “Purchase Price”) expressed as an amount per €1,000 of
the principal amount of the Bonds tendered, as determined pursuant to the modified Dutch auction proceduredescribed in the Tender Offer Memorandum (the “Modified Dutch Auction Procedure”).
The Offer should be read in conjunction with the Tender Offer Memorandum, which is available, subject to theoffer and distribution restrictions and registration, at https://deals.is.kroll.com/jinjiang, the website set up by the1Tender and Information Agent for the purpose of hosting the documents relating to the Offer (the “Offer
Website”). Capitalised terms used but not otherwise defined in this announcement shall have the meaning given
to them in the Tender Offer Memorandum. Eligible Holders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures for participating in, the Offer.
All announcements will be made through publication on the websites of the Hong Kong Stock Exchange andEuronext Dublin, the Offer Website and be made by delivery of notices to the Clearing Systems forcommunication to each person who is shown in the records of the Clearing Systems as a holder of the Bonds(“Direct Participants”).
Summary of the Offer
The Offer commenced on 14 November 2022 and will expire at 4:00 p.m. (London time) on 22 November 2022
(subject to the right of the Company to extend, re-open, amend and/or terminate the Offer, or amend or waive any
condition to the Offer) (the “Expiration Deadline”).
The table below summarises certain information regarding the Offer:
Descriptionof the Bonds
1.0 per cent.
Guaranteed
Bonds due
2024

ISIN/
Common Code
XS2050910418/
205091041

Outstanding
Principal
Amount(1)€500,000,000

Minimum Purchase Price€938.50 per €1,000 of theprincipal amount of the
Bonds

Purchase Price(2)To be determined
pursuant to amodified Dutch
auction procedure
as set out in theTender Offer
Memorandum

Maximum AcceptanceAmount(3)Up to €100,000,000
aggregate principal
amount of in the Bonds,
subject to the right of theCompany to amend suchamount as provided in theTender Offer
Memorandum.

(1)

As at the date of this announcement.

(2)

The Purchase Price is exclusive of accrued and unpaid interest on the Bonds, if any, from (and including) the immediately preceding interest payment date for such Bonds to (but excluding) the Settlement Date,
determined in accordance with the terms and conditions of the Bonds. Any such accrued and unpaid interest in relation to Bonds accepted for purchase will be paid in addition to the Purchase Price.

(3)

The Final Acceptance Amount will be determined after the Expiration Deadline, and will be notified to holders of the Bonds.

Rationale for the Offer
The rationale for the Offer is to retire a portion of the outstanding Bonds as part of the Company’s efforts toproactively manage its liabilities and optimise its debt structure.
Purchase Price and Accrued Interest Payment
On the Settlement Date, the Company will pay, for Bonds validly tendered and accepted by it for purchasepursuant to the Offer, a Purchase Price in cash, expressed as an amount per €1,000 of the principal amount of theBonds tendered, as determined pursuant to the Modified Dutch Auction Procedure.
The final determination of the Purchase Price will be made on or around the business day following the Expiration
Deadline. The settlement date for the Offer is on or around 24 November 2022 (the “Settlement Date”).
The Company will also pay, on the Settlement Date, any accrued and unpaid interest from (and including) the
immediately preceding interest payment date to (but excluding) the Settlement Date (“Accrued Interest”) in
respect of all Bonds validly tendered for purchase by Eligible Holders pursuant to the Offer and accepted forpurchase by the Company (and such payment in cash (rounded to the nearest €0.01, with €0.005 rounded upwards)
equal to the Accrued Interest of such Bonds, the “Accrued Interest Payment”, and together with the Purchase
Price, the “Tender Consideration”).

2Maximum Acceptance Amount and Final Acceptance AmountThe Company proposes to accept for purchase pursuant to the Offer up to a maximum of €100,000,000 inaggregate principal amount of the Bonds (the “Maximum Acceptance Amount”) on the terms and subject to theconditions set out in the Tender Offer Memorandum. The Company reserves the right, in its sole and absolute
discretion and for any reason, to change the Maximum Acceptance Amount or to accept less or more than the
Maximum Acceptance Amount of Bonds tendered for purchase pursuant to the Offer.
If the Company decides to accept Bonds validly tendered for purchase pursuant to the Offer, the aggregate
principal amount of the Bonds accepted for purchase by the Company (the “Final Acceptance Amount”) will be
determined and announced by the Company, in its sole and absolute discretion, after the Expiration Deadline. The
Company reserves the right, in its sole and absolute discretion, to determine the Final Acceptance Amount and toaccept significantly more than or significantly less than the Maximum Acceptance Amount, or to accept none ofsuch Bonds, for purchase pursuant to the Offer. The Final Acceptance Amount (if any) will be announced after
the Expiration Deadline through publication on the websites of the Hong Kong Stock Exchange and Euronext
Dublin, on the Offer Website and be made by the delivery of notices to the Clearing Systems for communication
to Direct Participants (as set out in “Expected Timetable of Events” below).
The Company is not under any obligation to accept for purchase any Bonds tendered pursuant to the Offer. The
acceptance for purchase by the Company of Bonds tendered pursuant to the Offer is at the sole and absolute
discretion of the Company and tenders may be rejected by the Company for any reason.
Modified Dutch Auction Procedure
The Offer will be conducted through the Modified Dutch Auction Procedure, pursuant to which the Company will
determine, in its sole discretion, (A) the Final Acceptance Amount that it will accept for purchase pursuant to theOffer and (B) a single Purchase Price (expressed as an amount per €1,000 of the principal amount of the Bonds
tendered), taking into account the aggregate principal amount of the Bonds so tendered and the prices at whichsuch Bonds are so tendered (or deemed to be tendered, as set out below).
The Purchase Price for the Bonds will not be less than €938.50 per €1,000 (the “Minimum Purchase Price”).
The Company may, in its sole and absolute discretion, amend the Minimum Purchase Price.
Following the Expiration Deadline, and subject to the foregoing, the Company will determine the Purchase Pricein its sole and absolute discretion and will not accept for purchase any Bonds tendered at prices greater than thePurchase Price so determined in accordance with the Modified Dutch Auction Procedure.
Competitive Offers
Eligible Holders may submit one or more Competitive Offers in respect of the Bonds on or prior to the Expiration
Deadline, provided that the aggregate principal amount of the Bonds that are the subject of these Competitive
Offers does not exceed the aggregate principal amount of the Bonds that each such Eligible Holder holds.
Competitive Offers must specify:•

a purchase price for each €1,000 of the aggregate principal amount of the Bonds, in an amount divisibleby €0.50, which is above the Minimum Purchase Price, that such holder would be willing to accept as
the Purchase Price in respect of Bonds that are the subject of the particular Tender Instruction (the “Offer
Price”); and•the principal amount of the Bonds, in minimum denomination of €100,000 and in integral multiples of€1,000 in excess thereof, that the relevant Eligible Holder is tendering at that Offer Price.

If a Competitive Offer specifies an Offer Price that is not divisible by €0.50, such Offer Price will be rounded up
to the nearest number divisible by €0.50.
If the Company accepts a Competitive Offer, the relevant Eligible Holder will receive the Purchase Price for theBonds. In respect of each Competitive Offer that is accepted, the Company will pay the Purchase Price to each3

Eligible Holder whose Competitive Offer of Bonds is accepted, even if the Purchase Price is higher than the Offer
Price specified by the tendering Eligible Holder in its Tender Instruction. In the event that the Competitive Offers
submitted at the Purchase Price (following acceptance of all Non-Competitive Offers as described below under“Acceptance of Tender Instructions”) result in more Bonds being offered than the Final Acceptance Amount, such
Competitive Offers will be accepted on a pro rata basis, in accordance with “Acceptance of Tender Instructions”
below.
Non-Competitive Offers
Alternatively, Eligible Holders may submit one or more Non-Competitive Offers in respect of the Bonds on or
prior to the Expiration Deadline, provided that the aggregate principal amount of the Bonds that are the subjectof these Non-Competitive Offers does not exceed the aggregate principal amount of the Bonds that each such
Eligible Holder holds. Non-Competitive Offers must specify the principal amount of the Bonds, in minimum
denomination of €100,000 and in integral multiples of €1,000 in excess thereof that the relevant Eligible Holder
is offering pursuant to such Non-Competitive Offer.
Tender Instructions that either (i) do not specify an Offer Price or (ii) specify an Offer Price below or equal to the
Minimum Purchase Price will be treated as Non-Competitive Offers. Each Non-Competitive Offer, whether
falling within (i) or (ii) above, will be deemed to have specified the Minimum Purchase Price. If a NonCompetitive Offer specifies an Offer Price above the Minimum Purchase Price, such Tender Instruction will berejected.
The Company will accept all validly submitted Non-Competitive Offers if it accepts any Competitive Offers. If
the Company accepts a Non-Competitive Offer, the relevant Eligible Holder will receive the Purchase Price for
the Bonds, even if the Purchase Price is higher than the Offer Price specified by such Eligible Holder in its Tender
Instruction. In the event that the Non-Competitive Offers submitted result in more Bonds being offered than the
Final Acceptance Amount, such Non-Competitive Offers will be accepted on a pro rata basis, in accordance with“Acceptance of Tender Instructions” below.
Acceptance of Tender Instructions
Once the Company has determined the Purchase Price and the Final Acceptance Amount for the Bonds, theCompany will accept Tender Instructions in the following order:(1)

all validly submitted Non-Competitive Offers will be accepted first, subject to possible pro-ration in theevent that Tender Instructions in respect of such Non-Competitive Offers have been submitted withrespect to a greater principal amount than the Final Acceptance Amount;(2)

all validly submitted Competitive Offers that specify Offer Prices lower than the Purchase Price will be
accepted second; and(3)

all validly submitted Competitive Offers that specify Offer Prices equal to the Purchase Price will be
accepted third, subject to possible pro-ration in the event that such Competitive Offers, when aggregatedwith all Tender Instructions referred to above and accepted for purchase, results in a principal amountwhich is greater than the Final Acceptance Amount.

Such pro rata allocations will be calculated by multiplying the aggregate principal amount of the Bonds
represented by each Tender Instruction subject to pro-ration by a factor (the “Scaling Factor”) equal to (i) the
Final Acceptance Amount less the aggregate principal amount of the Bonds accepted for purchase not subject topro-ration, divided by (ii) the aggregate principal amount of the Bonds validly tendered in the Offer that are subject
to pro-ration (subject to adjustment to allow for the aggregate principal amount of Bonds accepted for purchase,
following the rounding of Tender Instructions as set out below). Each Tender Instruction reduced in this manner
will be rounded down to the nearest €1,000 in aggregate principal amount. In addition, in the event of any such
scaling of Tender Instructions:

4

(A)

reasonable endeavours will be used to apply pro rata scaling (to the extent practicable, and adjusted as
may be applicable) to each valid Tender Instruction in such a manner as will result in both (x) the relevant
Eligible Holder transferring to the Company an aggregate principal amount of at least the minimum
denomination of the Bonds (being €100,000) (unless the relevant Tender Instruction is rejected in full,as described in paragraph (B) below), and (y) the relevant Eligible Holder’s residual amount of Bonds(being the principal amount of the Bonds the subject of the relevant Tender Instruction that are notaccepted for purchase by virtue of such scaling) amounting to, in each case, either (i) at least €100,000or (ii) zero, and (subject as provided in paragraph (B) below) the Company therefore reserves the right(but shall not be obliged) to adjust the pro rata scaling applicable to any relevant Tender Instruction
accordingly; and(B)

if following the application of the pro rata scaling (prior to any adjustment as referred to in paragraph(A) above), the principal amount of Bonds otherwise due to be accepted for purchase from an Eligible
Holder pursuant to a Tender Instruction would be less than €100,000, the Company may in its sole
discretion elect to (i) accept at least €100,000, being the minimum denomination of the Bonds or (ii)reject such Tender Instructions in full.

If the Company accepts Bonds validly tendered for purchase on a pro rata basis, Eligible Holders will only receive
the Tender Consideration in respect of those Bonds validly tendered and accepted for purchase by the Company.
All Bonds not accepted as a result of pro-ration will be returned to Eligible Holders.
Bonds offered for purchase at an Offer Price higher than the Purchase Price of the Bonds, will not be acceptedpursuant to the Offer.
The determination of the Purchase Price by the Company will, in the absence of manifest error, be final andbinding on all parties. Tender Instructions must be submitted in respect of a minimum principal amount of Bondsof no less than €100,000 (being the minimum denomination of the Bonds) and in integral multiples of €1,000
thereafter.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price pursuant to, the Offer, Eligible Holders
must validly tender their Bonds for purchase by delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender and Information Agent on or before the Expiration Deadline,
unless the Offer is extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum.
A separate Tender Instruction must be submitted on behalf of each beneficial owner of the Bonds due topossible pro-ration.
Tender Instructions will be irrevocable once delivered in accordance with the terms of the Offer, except in thelimited circumstances described in the Tender Offer Memorandum.
Expected Timetable of Events
The times and dates below are indicative only. The timetable is subject to change and the below times and dates
are subject to the right of the Company to extend, re-open, amend, and/or terminate the Offer (subject toapplicable law and as provided in the Tender Offer Memorandum).
Times and Date

Events14 November 2022

Commencement of the Offer
Offer announced on the websites of the Hong Kong Stock Exchange and Euronext
Dublin. The Tender Offer Memorandum made available on the Offer Website,
and notice of the Offer delivered to the Clearing Systems for communication to
Direct Participants.

5

4.00 p.m. (London time)on 22 November 2022

Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender andInformation Agent in order for Eligible Holders to be able to participate in theOffer.

As soon as reasonably
practicable after the
Expiration Deadline,
expected to be on oraround 23 November
2022

Announcement of Results and Purchase PriceOn or around 24
November 2022

Settlement Date

Determination and announcement of whether the Company will accept valid
tenders of the Bonds pursuant to the Offer (subject to satisfaction of certain
conditions) and, if so accepted, the Final Acceptance Amount, the Purchase Price,
the Accrued Interest Payment, the Scaling Factor (if applicable) and the principal
amount of the Bonds outstanding after the settlement of the Offer.

Expected Settlement Date for the Offer and payment of the Tender Consideration.

Eligible Holders are advised to check with any bank, securities broker or other intermediary through which
they hold Bonds when such intermediary would need to receive instructions from an Eligible Holder in orderfor that Eligible Holder to be able to participate in the Offer before the deadlines specified in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of
Tender Instructions will be earlier than the deadlines specified above.
Other Offer(s) to Purchase
The Company reserves the right to and will from time to time, consider subsequent offer(s) to purchase the Bonds(not purchased pursuant to the Offer) at any time following the conclusion of the Offer. The purchase price forsuch subsequent offer(s) to purchase (if any) may be different to the Purchase Price for the Offer. Such subsequent
offer(s) to purchase (if any) may or may not be conducted concurrently or at an approximate time to an offeringof new bonds. The making of any such new offers and the issuance of any new invitation will depend on various
factors, including interest rates prevailing at such time and the aggregate principal amount of Bonds purchased
pursuant to the Offer.
Further Details
This announcement must be read in conjunction with the Tender Offer Memorandum. The full details of the Offer,including complete instruction on how to tender the Bonds, are included in the Tender Offer Memorandum. The
Tender Offer Memorandum contains important information that should be read carefully by holders of the Bonds
before making a decision to tender any Bonds.
The Company has appointed The Hongkong and Shanghai Banking Corporation Limited as the Sole Dealer
Manager and Kroll Issuer Services Limited as the Tender and Information Agent with respect to the Offer.
Copies of the Tender Offer Memorandum and its related documents may be found on the Offer Website or may
be requested from the Tender and Information Agent at:
Telephone (London): +44 20 7704 0880
Telephone (Hong Kong): +852 2281 0114
Email: jinjiang@is.kroll.com
Offer Website: https://deals.is.kroll.com/jinjiang

6Any questions or requests for assistance concerning the Offer may be directed to the Sole Dealer Manager at:
The Hongkong and Shanghai Banking Corporation Limited
Level 17, HSBC Main Building
1 Queen’s Road Central
Hong Kong
Attention: Liability Management Group
Telephone (London): +44 20 7992 6237
Telephone (Hong Kong): +852 3941 0223
Group Email: liability.management@hsbcib.com
IMPORTANT NOTICE
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose
possession this announcement comes are required to inform themselves about, and to observe, any such
restrictions. The Company will not accept any responsibility for any violation by any person of the restrictions
applicable in any jurisdiction.
Each Eligible Holder is solely responsible for making its own independent appraisal of all matters as such Eligible
Holder deems appropriate (including those relating to the Offer) and each Eligible Holder must make its own
decision as to whether to offer to tender any or all of its Bonds for purchase pursuant to the Offer. None of theCompany, the Sole Dealer Manager, the Tender and Information Agent, the Trustee or any of their respective
directors, employees or affiliates makes any representation (other than as set out above) or recommendation
whatsoever regarding this announcement, the Tender Offer Memorandum or the Offer, and none of the Company,
the Sole Dealer Manager, the Tender and Information Agent, the Trustee or their respective directors, employees
or affiliates makes any recommendation as to whether holders of Bonds should offer to tender Bonds for purchasepursuant to the Offer or as to whether the terms of the Offer are fair. The Tender and Information Agent is theagent of the Company and owes no duty to any holder of Bonds.
No assurance can be given that the Offer will be completed, and the Company reserves the right, in its soleand absolute discretion, subject to applicable law, to extend, withdraw or terminate the Offer, and amend,
modify or waive any of the terms and conditions of the Offer, in whole or in part, at any time before its
expiration time. As the Offer may or may not proceed, holders of the Bonds should exercise caution when
dealing in the Bonds.
By Order of the Board
Pterosaur Capital Co., Limited

Hong Kong, 14 November 2022
As at the date of this announcement, the directors of Pterosaur Capital Co., Limited are Wang Guoxing (王国兴),
Ma Mingju (马名驹) and Sun Yu (孙瑜), and the directors of Jinjiang International Holdings Co, Ltd. (锦江国
际（集团）有限公司) are Zhao Qi (赵奇), Zhang Xiaoqiang (张晓强), Zan Lin (昝琳), Wang Qiang (王强),Liu Hongzhong (刘红忠), Shao Zhengping (邵正平) and Zhang Weihua (张维华).

7