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 toits 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 thisannouncement.
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 orsale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No securities may be offered or sold in the United States absent registrationor an applicable exemption from registration requirements. Any public offering of securities
to be made in the United States will be made by means of a prospectus. Such prospectus willcontain detailed information about the company making the offer, management, as well as
financial statements. The Company does not intend to make any public offering of securities 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)

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)
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 theconditions 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.
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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 “SecuritiesAct”)), 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 backdropof the adverse market conditions, the Company actively implemented various measures toimprove its liquidity, including through accelerating sales and cash collection, reducing noncore and unessential operations and expenses and reducing the remuneration and benefits ofthe senior management team. Despite the efforts, the Company’s total contracted sales forthe six months ended June 30, 2022 still decreased significantly by approximately 64.0% ascompared 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 ofthe 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 andlong-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 maturitiesof 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 forthin Appendix A to the Exchange Offer Memorandum).

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THE EXCHANGE OFFER
The Exchange Offer for the Existing Notes commenced on April 17, 2023 and will expire at
4:00 p.m., London time, on April 25, 2023 (the “Expiration Deadline”), unless otherwise
extended or earlier terminated by the Company. An appropriate announcement will be made if
and when the applicable Expiration Deadline is extended or earlier terminated.
Subject to the terms and conditions set forth in the Exchange Offer Memorandum, theCompany is offering to exchange at least the Minimum Acceptance Amount of each Seriesof the Company’s outstanding Existing Notes held by Eligible Holders for the Exchange
Consideration (as defined below). Any tendering Eligible Holders must also execute and agree
to be bound by the terms of the Restructuring Support Agreement.
Eligible Holders of the Existing Notes validly accepted and exchanged in the Exchange
Offer will, from and including the Settlement Date, waive any and all rights with respect tothe Existing Notes (other than the right to receive the relevant components of the applicable
Exchange Consideration) and will release and discharge the Company from any and all claims
such Eligible Holder may have, now or in the future, arising out of or related to such Existing
Notes, including any and all accrued and unpaid interest thereon.
If you are an Eligible Holder holding the Existing Notes through Euroclear and Clearstreamor through a fiduciary holding account and you wish to participate in the Exchange Offer,
you must tender your Existing Notes pursuant to the procedures described herein by way ofan electronic instruction, which must be submitted or delivered through the relevant Clearing
System by each Eligible Holder of the Existing Notes who is shown in the records of such
Clearing System as a holder of an interest in the Existing Notes, authorizing delivery of yourtender to exchange the Existing Notes that are the subject of such electronic instruction (the“Instruction”).
A separate Instruction (which must include the name of the Consenting Creditor and mustmatch the name of the Consenting Creditor in the form of Restructuring Support Agreement)
needs to be submitted per each beneficial owner of the Existing Notes held through Euroclear
and Clearstream. Only direct participants in Euroclear or Clearstream may submit Instructions.
If you are not a direct participant in Euroclear or Clearstream, you must contact your broker,
dealer, bank, custodian, trust company or other nominee to arrange for its direct participant
through which you hold the Existing Notes to submit an Instruction on your behalf to therelevant Clearing System prior to the deadline specified by the relevant Clearing System.

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Any tendering Eligible Holder must tender its entire holding of the relevant Series of the
Existing Notes for exchange. The Company reserves its right not to accept any partial tenderof Existing Notes by any Eligible Holders. Any Instructions must be given with respect to
Existing Notes in a minimum principal amount of US$200,000 and integral multiples of
US$1,000 in excess thereof. Each tendering Eligible Holder must also execute (in the casesuch Eligible Holder is a beneficial owner of the Existing Notes), or cause the beneficial
owners on whose behalf such Eligible Holder is holding the Existing Notes to execute (inthe case such Holder is not a beneficial owner for all of the Existing Notes it holds), theRestructuring Support Agreement (or an accession to the Restructuring Support Agreement
pursuant to the terms thereof). Holders of the Existing Notes will need to visit the RSA
Accession Portal (https://deals.is.kroll.com/youngo-rsa) for instructions on how to execute the
Restructuring Support Agreement (or an accession to the Restructuring Support Agreement
pursuant to the terms thereof).
Subject to the terms of the Exchange Offer Memorandum, an Eligible Holder who
submits its instruction(s) in respect of the Exchange Offer only without executing
the Restructuring Support Agreement (or an accession to the Restructuring Support
Agreement pursuant to the terms thereof) is not entitled to any Exchange Consideration.
With respect to any Existing Notes tendered for exchange, the tender by its Holder will not be
considered valid unless and until the beneficial owner of such Existing Notes has also validly
executed the Restructuring Support Agreement (or an accession to the Restructuring Support
Agreement pursuant to the terms thereof) and delivered it to the Information, Exchange andTabulation Agent. Eligible Holders and beneficial owners may not execute the Restructuring
Support Agreement only without tendering Existing Notes for exchange.
Instructions in connection with the Exchange Offer are irrevocable, except as otherwise
described herein. Eligible Holders may not withdraw instructions at any time once
delivered in accordance with the terms in the Exchange Offer Memorandum. Upon giving
Instructions with respect to any Existing Notes, those Existing Notes will be blocked and may
not be transferred until the earlier of (i) the Settlement Date and (ii) the Exchange Offer ismodified or terminated so as to result in a cancellation of such Instructions.
Exchange Consideration and Instruction Fee
Upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum,
the Company is offering to exchange the May 2023 Minimum Acceptance Amount and theOctober 2023 Minimum Acceptance Amount held by Eligible Holders for the following
Exchange Consideration, for each US$1,000 principal amount of the Existing Notes:
Exchange Consideration of the outstanding May 2023 Notes:(A) US$1,010 in aggregate principal amount of the New Notes; and(B) the Accrued Interest.

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Exchange Consideration of the outstanding October 2023 Notes:(A) US$1,000 in aggregate principal amount of the New Notes; and(B) the Accrued Interest.
Accrued and unpaid interest on the Existing Notes validly tendered and accepted for exchange,
up to but not including the Settlement Date, if any, will be payable in kind by increasing
the principal amount of the New Notes to be issued to Eligible Holders by the amount ofsuch accrued and unpaid interest on the Existing Notes (the “Accrued Interest”) after the
Settlement Date.
For the avoidance of doubt, no accrued and unpaid interest on the Existing Notes up to but notincluding the Settlement Date shall be paid in cash.
Where the Exchange Offer is not consummated and the Scheme is launched and consummated,subject to the terms of the Restructuring Support Agreement, a fee of 0.3% of the aggregate
principal amount of an Eligible Restricted Note as of the Instruction Fee Deadline (asdefined below) (the “Instruction Fee”) will be paid on the Restructuring Effective Date(or as soon as practicable thereafter) on Existing Notes tendered in the Exchange Offer andrestricted in the Restructuring Support Agreement (such Scheme Creditor, as such term isdefined in the Restructuring Support Agreement, must enter into the Restructuring Support
Agreement (“Consenting Creditor”)) on or before 4:00 p.m., London time on April 25,
2023 (the “Instruction Fee Deadline”), unless extended in accordance with the terms of the
Restructuring Support Agreement (such Existing Notes, “Eligible Restricted Notes”).
Application will be made to the Singapore Exchange Securities Trading Limited (the “SGXST”) for the listing and quotation of the New Notes on the Official List of the SGX-ST. Underthe rules of the SGX-ST, the New Notes if traded on the SGX-ST are required to be traded ina minimum board lot size of S$200,000 (or its equivalent in foreign currencies). Accordingly,
for so long as the New Notes are listed on the SGX-ST and the rules of the SGX-ST so
require, the New Notes if traded on the SGX-ST will be traded in a minimum board lot size of
US$20,000.
The New Notes and Interest Payment Dates
The New Notes will mature on the date falling on the last day of the 36th months after theOriginal Issue Date and bear an interest rate of 7.0% per annum.

–5–From (and including) the Original Issue Date to (but excluding) the date falling on the
12th month monthiversary from the Original Issue Date (the “12th Month Monthiversary
Date”), (A) 65% of the interest on the New Notes (rounded up to the nearest US$1) shall becapitalized and added to the then current outstanding principal amount of the Notes semiannually each year (each, a “PIK Interest Payment Date” and such capitalized interest, the“PIK Interest”), and (B) 35% of the interest on the New Notes (rounded up to the nearest
US$1) shall be payable in cash, in arrears semi-annually each year. From (and including) the
12th Month Monthiversary Date to (but excluding) the Maturity Date, the interest on the New
Notes shall be payable in cash, in arrears semi-annually each year.
Minimum Acceptance AmountThe minimum aggregate principal amount of the May 2023 Notes, being US$67,500,000, or
90%, of the outstanding principal amount of the May 2023 Notes, for which valid tenders arereceived and that the Company will determine, in its sole discretion, whether it will accept for
exchange pursuant to the Exchange Offer.
The minimum aggregate principal amount of the October 2023 Notes, being US$273,258,000,
or 90%, of the outstanding principal amount of the October 2023 Notes, for which valid
tenders are received and that the Company will determine, in its sole discretion, whether itwill accept for exchange pursuant to the Exchange Offer.
The Company reserves the right, in its sole discretion, to accept less than the Minimum
Acceptance Amount of each Series of the Existing Notes, or to accept none of such Existing
Notes, for exchange pursuant to the Exchange Offer.
Conditions to the Exchange Offer
The obligation to consummate the Exchange Offer is conditional upon the following:•

not less than the Minimum Acceptance Amount of each Series of the Existing Notes
shall have been validly tendered and not validly withdrawn prior to the Expiration
Deadline;•

there being no material adverse change in the market from the date of the Exchange
Offer Memorandum to the Settlement Date;•an affirmative determination by us that accepting the exchanges, paying the Exchange
Consideration and effecting the transactions contemplated hereby are in our bestinterests; and•the satisfaction of the other conditions described in “Description of the Exchange
Offer – Conditions to the Exchange Offer” in the Exchange Offer Memorandum.

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Subject to applicable law, the Company may terminate or withdraw the Exchange Offer if
any of the conditions are not satisfied or waived by the Company by the Settlement Date.
The Company may also extend the Exchange Offer from time to time until the conditions are
satisfied or waived. Although the Company has no present plans or arrangements to do so, theCompany reserves the right to amend, modify or waive, at any time, the terms and conditionsof the Exchange Offer, including the Minimum Acceptance Amount, subject to applicablelaw. The Company will give you notice of any amendments, modifications or waivers as
and if required by applicable law, and you will be entitled to withdraw instructions you havedelivered if such amendments, modifications or waivers are material.
Summary Timetable
The following summarizes the anticipated timetable for the Exchange Offer and execution of
the Restructuring Support Agreement.
Date

Event

April 17, 2023  . . . . . . . . . . . . .  Commencement of the Exchange Offer and announcement
via the websites of the SGX-ST, the Stock Exchange and the
Exchange Website and through Euroclear or Clearstream, as
applicable.
The Exchange Offer will be made available to Eligible
Holders of the Existing Notes on the Exchange Website.
The Restructuring Support Agreement in the form set forthin Appendix A to this exchange offer memorandum will bemade available to Eligible Holder of the Existing Notes on
the RSA Accession Portal.
To facilitate the approval of the Scheme, each Eligible
Holder tendering in the Exchange Offer must also execute(in the case such Eligible Holder is a beneficial ownerof the Existing Notes), or cause the beneficial owners on
whose behalf such Eligible Holder is holding the Existing
Notes to execute (in the case such Eligible Holder is nota beneficial owner for all of the Existing Notes it holds),
the Restructuring Support Agreement (or an accession to
the Restructuring Support Agreement pursuant to the terms
thereof).

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Date

Event
Eligible Holders and beneficial owners may not execute the
Restructuring Support Agreement only without tendering
Existing Notes for exchange. In other words, an Eligible
Holder of Existing Notes who wishes to participate in the
Exchange Offer must (i) tender the Existing Notes it holds
for exchange, and (ii) validly execute (or cause relevant
beneficial owners to validly execute) the Restructuring
Support Agreement (or an accession to the Restructuring
Support Agreement pursuant to the terms thereof), eachwith respect to the entire holding of the relevant Series of
the Existing Notes and in accordance with the terms, andsubject to the conditions, of the Exchange Offer.

April 25, 2023 (4:00 p.m.,
Expiration Deadline. This being the last date and time on
London time)  . . . . . . . . . . . .  which Eligible Holders of the Existing Notes who validly
tender Existing Notes are eligible to receive the relevant
Exchange Consideration, as this is the last date and time for
Eligible Holders of the Existing Notes to participate in the
Exchange Offer.
Instruction Fee Deadline. See “Summary of the Exchange
Offer – Instruction Fee” for further details.
With respect to any tendered Existing Notes, the tender by
its Holder will not be considered valid unless and until thebeneficial owner of such Existing Notes has also validly
executed the Restructuring Support Agreement (or anaccession to the Restructuring Support Agreement pursuant
to the terms thereof) and delivered it to the Information,
Exchange and Tabulation Agent.
As soon as practicable after
Announcement of the amount of tenders for exchange
the Expiration Deadline  . . . .  received prior to the Expiration Deadline and the final total
aggregate principal amount of the New Notes to be issued
to Eligible Holders in exchange for the Existing Notes
validly tendered, accepted and exchanged.
The Information, Exchange and Tabulation Agent will also
inform us on the beneficial owners who have executed the
Restructuring Support Agreement.

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Date

Event

On or about April 28, 2023 . . . .  Settlement of the New Notes, delivery of the Exchange
Consideration to Eligible Holders whose Existing Notes
have been validly tendered and accepted for exchange.
On or about May 2, 2023 . . . . .  Listing of the New Notes on the SGX-ST.
All references in this announcement to times are to London time, unless we state otherwise.
The above dates are indicative only.
Further Details
The Company has appointed China CITIC Bank International Limited as its dealer
manager and Sidley Austin as its legal adviser. Furthermore, the Company has appointed
Kroll Issuer Services Limited, as the Information, Exchange and Tabulation Agent withrespect to the Exchange Offer (as stipulated in the Exchange Offer Memorandum and its
respective related documents). The Exchange Offer Memorandum, this announcement
and all documents related to the Exchange Offer can be found on the Exchange Website:
https://deals.is.kroll.com/youngo.
Requests for copies of the Exchange Offer Memorandum and its related documents may bedirected to Kroll Issuer Services Limited, at the address and telephone number as set forth
below. 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 Street
London 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

Attention: Mu-yen Lo/Illia Vyshenskyi
Email: youngo@is.kroll.com
Exchange Website: https://deals.is.kroll.com/youngo
RSA Accession Portal: https://deals.is.kroll.com/youngo-rsa–9–DEFINITIONS
Unless the context requires otherwise, terms used in this announcement shall have thefollowing respective meanings:“Clearstream”

Clearstream Banking S.A.;“Company”

Guangdong – Hong Kong Greater Bay Area Holdings
Limited, a company incorporated under the laws of the
Cayman Islands with limited liability and whose Shares arelisted and traded on the Main Board of the Stock Exchange(stock code: 1396);“Eligible Holders”

holders who are non-U.S. persons located outside the UnitedStates (as those terms are defined in Regulation S under
the Securities Act) in exchange for their Existing Notes
through Euroclear and Clearstream or certain fiduciaries
holding accounts for the benefit of non-U.S. persons outside
the United States (as those terms are defined in Regulation
S under the Securities Act) with the Existing Notes held
through Euroclear and Clearstream;“Euroclear”

Euroclear Bank SA/NV;“Exchange Offer”

the exchange offer made by the Company upon the terms
and subject to the conditions set forth in the Exchange Offer
Memorandum;“Exchange Offer
Memorandum”

the Exchange Offer Memorandum dated April 17, 2023 inrelation to the Exchange Offer;“Existing Notes”

the May 2023 Notes and the October 2023 Notes“Existing Notes Indentures”

the indentures governing the Existing Notes;“Group”

the Company and its subsidiaries from time to time;“Holder(s)”the holder of the Existing Notes;“Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

“May 2023 Notes”

12.0% Senior Notes due May 2023 with an aggregate
principal amount of US$75,000,000. The ISIN and Common
Code are XS2485447838 and 248544783, respectively, for
the May 2023 Notes– 10 –

“October 2023 Notes”

13.85% Senior Notes due October 2023 with an aggregate
principal amount of US$303,620,000. The ISIN and Common
Code are XS2386427525 and 238642752, respectively, for
the October 2023 Notes“PRC”

the People’s Republic of China, which for the purpose of thisannouncement shall exclude Hong Kong, Taiwan and Macau;“Regulation S”

Regulation S under the U.S. Securities Act;

“Restructuring Support
Agreement”

the Restructuring Support Agreement set forth in Appendix
A to the Exchange Offer Memorandum;“Scheme”

scheme of arrangement in Hong Kong (and/or a scheme ofarrangement in any other relevant jurisdiction at the sole
discretion of the Company);“Securities Act”

the United States Securities Act of 1933, as amended;“Settlement Date”

on or about April 28, 2023, unless the Exchange Offer isextended or earlier terminated;“SGX-ST”

Singapore Exchange Securities Trading Limited;“Stock Exchange”

The Stock Exchange of Hong Kong Limited;“Subsidiary Guarantors”

certain subsidiaries of the Company which provide
unconditional and irrevocable guarantees to secure theCompany’s obligations under the Existing Notes;“U.S.” or “United States”

the United States of America;“US$”

United States dollars, the lawful currency of the UnitedStates; and“%”per cent.
By order of the Board
Guangdong – Hong Kong Greater Bay Area Holdings Limited
ZENG Yunshu
Chairman and Executive Director

Hong Kong, April 17, 2023
As at the date of this announcement, the executive directors of the Company are Mr. Zeng
Yunshu, Mr. Wong Choi Hing, Mr. Cai Hongwen, Mr. He Fei and Ms. Wei Haiyan and the
independent non-executive directors of the Company are Mr. Guan Huanfei and Mr. Han
Qinchun.

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