C C Land : Voluntary Announcement - Issue of US$250,000,000 6.35% Notes Due 2022 by Perfect Point Ventures Limited

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 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 such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

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 have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the United States Securities Act of 1933, as amended. The Company does not intend to make any public offering of securities in the United States.

C C Land Holdings Limited

中 渝 置 地 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

Website: www.ccland.com.hk

(Stock Code: 1224)

VOLUNTARY ANNOUNCEMENT

ISSUE OF US$250,000,000 6.35% NOTES DUE 2022

BY PERFECT POINT VENTURES LIMITED

Reference is made to the announcement of the Company dated 20 May 2019 in respect of the proposed issue of US dollar denominated notes by the Issuer.

The Board is pleased to announce that on 30 May 2019, the Issuer and the Company entered into the Subscription Agreement with Haitong International as sole global coordinator, joint bookrunner and joint lead manager, HeungKong Securities as joint bookrunner and joint lead manager and Orient Securities (Hong Kong) as joint bookrunner and joint lead manager in connection with the Notes Issue.

Application will be made by the Company and the Issuer to the Stock Exchange for listing of, and permission to deal in, the Notes by way of debt issue to professional investors only. A confirmation of eligibility for listing of the Notes has been received from the Stock Exchange. Listing of the Notes on the Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Notes, the Issuer or the Company.

Completion of the Notes Issue is subject to the satisfaction, or waiver, of the conditions precedent set forth in the Subscription Agreement. In addition, the Subscription Agreement may be terminated by Haitong International, HeungKong Securities and Orient Securities (Hong Kong) under certain circumstances. As the Notes Issue may or may not be completed, investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.

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1. INTRODUCTION
   Reference is made to the announcement of the Company dated 20 May 2019 in respect of the proposed issue of US dollar denominated notes by the Issuer.
   The Board is pleased to announce that on 30 May 2019, the Issuer and the Company entered into the Subscription Agreement with Haitong International as sole global coordinator, joint bookrunner and joint lead manager, HeungKong Securities as joint bookrunner and joint lead manager and Orient Securities (Hong Kong) as joint bookrunner and joint lead manager in connection with the Notes Issue.
2. THE SUBSCRIPTION AGREEMENT

Date:	30 May 2019
Parties:	(i)	the Issuer
	(ii)	the Company
	(iii)	Haitong International
	(iv)	HeungKong Securities
	(v)	Orient Securities (Hong Kong)

Pursuant to the Subscription Agreement, the Issuer will issue the Notes which are to be unconditionally and irrevocably guaranteed by the Company. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Haitong International, HeungKong Securities and Orient Securities (Hong Kong) are Independent Third Parties.

The Notes have not been and will not be registered under the Securities Act and will only be offered and sold outside the United States in offshore transactions in reliance on Regulation S under the 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 Securities Act.

The following is a brief summary of the Notes Issue. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the terms and conditions of the Notes.

Notes offered:	US$250,000,000 6.35% notes due 2022
Guarantee of the	the Company will unconditionally and irrevocably guarantee the
Notes:	due and punctual payment of all sums from time to time payable by
	the Issuer in respect of the Notes.
Principal amount:	US$250,000,000
Issue Price:	100% of the principal amount of the Notes
Form and	the Notes will be in registered form in minimum denominations of
Denomination:	US$200,000 and integral multiples of US$1,000 in excess thereof.
Date of Issue:	6 June 2019
Date of Maturity:	6 June 2022

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Interest:	the Notes will bear interest from 6 June 2019 at the rate of 6.35%
	per annum, payable in arrears on 6 June and 6 December in each
	year, beginning on 6 December 2019.
Ranking of the Notes:	the Notes will constitute direct, general, unconditional,
	unsubordinated and (subject to the terms and conditions of the
	Notes) unsecured obligations of the Issuer which will at all times
	rank pari passu without any preference or priority among
	themselves and at least pari passu with all other present and future
	unsecured and unsubordinated obligations of the Issuer, save for
	such obligations as may be preferred by provisions of law that are
	both mandatory and of general application.
Redemption of tax	the Notes may be redeemed at the option of the Issuer in whole, but
reasons:	not in part, at any time, on giving not less than 30 nor more than 60
	days' notice to the Noteholders, the registrar and the fiscal agent of
	the Notes (which notice shall be irrevocable) at their principal
	amount, together with interest accrued to, but excluding, the date
	fixed for redemption, at any time in the event of certain changes
	affecting tax of the British Virgin Islands or Bermuda, as further
	described in the terms and conditions of the Notes.
Redemption for	at any time following the occurrence of a change of control (as
change of control:	further described in the terms and conditions of the Notes), any
	Noteholder will have the right, at such Noteholder's option, to
	require the Issuer to redeem all but not some only of that
	Noteholder's Notes on the change of control put date (as further
	described in the terms and conditions of the Notes) at 101% of their
	principal amount, together with accrued interest to, but excluding
	the change of control put date, as further described in the terms and
	conditions of the Notes.
Redemption at the	the Issuer may, at any time, on giving not less than 30 days' nor
option of the Issuer:	more than 60 days' notice to the Noteholders, the registrar and the
	fiscal agent of the Notes (which shall be irrevocable), redeem the
	Notes, in whole, but not in part, at their principal amount, together
	with interest accrued to the date fixed for redemption, as further
	described in the terms and conditions of the Notes.
Events of default:	upon the occurrence of certain events as described in the terms and
	conditions of the Notes, Noteholders holding not less than 5%. of
	the aggregate principal amount of the outstanding Notes may, by
	written notice addressed to the Issuer and the Company as
	guarantor and delivered to the Issuer and the Company as
	guarantor, declare the Notes to be immediately due and payable,
	whereupon they shall become immediately due and payable at their
	principal amount together with accrued interest without further
	action or formality, as further described in the terms and conditions
	of the Notes.

3. LISTING

Application will be made by the Company and the Issuer to the Stock Exchange for listing of, and permission to deal in, the Notes by way of debt issue to professional investors only. A confirmation of eligibility for listing of the Notes has been received from the Stock Exchange. Listing of the Notes on the Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Notes, the Issuer or the Company.

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1. REASONS FOR THE NOTES ISSUE
   The Notes Issue is being undertaken by the Group primarily to raise general working capital for the Group. The entire amount of the net proceeds from the Notes Issue will be on-lent by the Issuer to the Company and/or other members of the Group as general working capital of the Group.
2. GENERAL
   Completion of the Notes Issue is subject to the satisfaction, or waiver, of the conditions precedent set forth in the Subscription Agreement. In addition, the Subscription Agreement may be terminated by Haitong International, HeungKong Securities and Orient Securities (Hong Kong) under certain circumstances. As the Notes Issue may or may not be completed, investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.
3. DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

"Board"	the board of Directors
"Company"	C C Land Holdings Limited, a company incorporated in Bermuda with
	limited liability, whose shares are listed on the main board of the Stock
	Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Haitong	Haitong International Securities Company Limited
International"
"HeungKong	HeungKong Securities Limited
Securities"
"Independent Third	independent third party(ies) who is (are) not connected person(s) (as
Parties"	defined under the Listing Rules) of the Company and is (are)
	independent of and not connected with the Company and its connected
	person(s)
"Issuer"	Perfect Point Ventures Limited, a company incorporated in the British
	Virgin Islands with limited liability and an indirectly wholly-owned
	subsidiary of the Company
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Noteholder(s)"	the person(s) in whose name such Note is for the time being registered
	in the register of the Notes (or, in the case of a joint holding, the first
	named thereof)
"Notes"	US$250,000,000 6.35% notes due 2022
"Notes Issue"	the issue of the Notes by the Issuer
"Orient Securities	Orient Securities (Hong Kong) Limited
(Hong Kong)"
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"professional	has the meaning ascribed to it in Chapter 37 of the Listing Rules and in
investor(s)"	the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong
	Kong)
"Securities Act"	the United States Securities Act of 1933, as amended
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscription	the subscription agreement dated 30 May 2019 entered into among the
Agreement"	Issuer, the Company, Haitong International, HeungKong Securities and
	Orient Securities (Hong Kong) in relation to the Notes Issue
"United States"	the United States of America, its territories and possessions and all
	areas subject to its jurisdiction
"US$" or "US dollar" United States dollars, the lawful currency of the United States
"%"	percent

By order of the Board

Lam How Mun Peter

Deputy Chairman and Managing Director

Hong Kong, 30 May 2019

As at the date of this announcement, the Board comprises Mr. Cheung Chung Kiu, Dr. Lam How Mun Peter, Mr. Wong Chi Keung, Mr. Leung Chun Cheong and Mr. Leung Wai Fai as Executive Directors; and Mr. Lam Kin Fung Jeffrey, Mr. Leung Yu Ming Steven and Dr. Wong Lung Tak Patrick as Independent Non-executive Directors.

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