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 offer to sell or an invitation or solicitation of an offer to acquire, purchase or subscribe for any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States. The securities referred to herein have not and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an exemption from registration, and the securities described herein will be sold only in accordance with all applicable laws and regulations. The Company does not intend to register any securities in the United States.

(Incorporated in Bermuda with limited liability)

(Stock Code: 754)

website: http://www.irasia.com/listco/hk/hopson

ISSUE OF US$300 MILLION 7.0% GUARANTEED SENIOR NOTES DUE 2024

On 11 May 2021, after trading hours, the Company, the Subsidiary Guarantors and the Initial Purchasers entered into the Purchase Agreement in connection with the issue of the US$300 million 7.0% Senior Notes due 2024. The Senior Notes will be guaranteed by the Subsidiary Guarantors. The Senior Notes will not be convertible into Shares of the Company.

The Company is offering the Senior Notes only outside the United States in reliance on Regulation S under the Securities Act. The Senior Notes and the Subsidiary Guarantees have not been and will not be registered under the Securities Act or the securities laws of any other place. None of the Senior Notes will be offered to the public in Hong Kong or any connected person of the Company.

The gross proceeds from the issue of the Senior Notes will be approximately US$300 million (equivalent to approximately HK$2,326.02 million), which, after deducting the underwriting discounts and commissions and other estimated expenses payable in connection with the issue, the Group intends to use for refinancing existing indebtedness.

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Approval in-principle has been received from the SGX-ST for the listing and quotation of the Senior Notes on SGX-ST. Such approval in-principle, admission of the Senior Notes on the official list of the SGX-ST, if granted, and the listing and quotation of the Senior Notes on the SGX-ST are not to be taken as an indication of the merits of the Company, the Subsidiary Guarantors, or any other subsidiary or associated company of the Company, the Senior Notes or the Subsidiary Guarantees. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this announcement.

Completion of the Purchase Agreement is subject to satisfaction and/or waiver of the conditions precedent therein. Please refer to the section headed ''Purchase Agreement'' below for further information.

As the Purchase Agreement may or may not complete, shareholders of the Company and prospective investors are advised to exercise caution when dealing in the Shares.

INTRODUCTION

The Board is pleased to announce that on 11 May 2021, after trading hours, the Company, the Subsidiary Guarantors and the Initial Purchasers entered into the Purchase Agreement in connection with the issue of the US$300 million 7.0% Senior Notes due 2024. The Senior Notes will not be convertible into Shares of the Company.

PURCHASE AGREEMENT

Date:

11 May 2021

Parties:

(a)

the Company as the issuer;

(b)

the Subsidiary Guarantors;

(c)

the Initial Purchasers (i.e. China International Capital Corporation,

HSBC, CCB International, HeungKong Financial, BOCOM International,

The Bank of East Asia, Limited, Orient Securities (Hong Kong), China

CITIC Bank International, CMBC Capital, Haitong International,

Citigroup, CMB International, CLSA and DBS Bank Ltd.

China International Capital Corporation, HSBC, CCB International, HeungKong Financial, BOCOM International and The Bank of East Asia, Limited are the joint global coordinators, joint bookrunners and joint lead managers, and Orient Securities (Hong Kong), China CITIC Bank International, CMBC Capital, Haitong International, Citigroup, CMB International, CLSA and DBS Bank Ltd. are the joint bookrunners and joint lead managers for the issue of the Senior Notes.

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To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, each of China International Capital Corporation, HSBC, CCB International, HeungKong Financial, BOCOM International, The Bank of East Asia, Limited, Orient Securities (Hong Kong), China CITIC Bank International, CMBC Capital, Haitong International, Citigroup, CMB International, CLSA and DBS Bank Ltd. is a third party independent of the Company and is not a connected person of the Company and its connected persons.

Pursuant to, and subject to certain conditions in, the Purchase Agreement, the Company has agreed to sell, and the Initial Purchasers have agreed to purchase from the Company, the Senior Notes in the aggregate principal amount of US$300 million.

The Senior Notes and the Subsidiary Guarantees have not been and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold within the United States and may only be offered, sold or delivered outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. Accordingly, the Senior Notes are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S. None of the Senior Notes will be offered to the public in Hong Kong or any connected person of the Company.

As the Purchase Agreement may or may not complete, shareholders of the Company and prospective investors are advised to exercise caution when dealing in the Shares.

PRINCIPAL TERMS OF THE SENIOR NOTES

The Senior Notes are constituted by the Indenture. The principal terms of the Senior Notes are summarised as follows:

Issuer:

the Company

Issue:

7.0% Senior Notes due 2024 in an aggregate principal amount of US$300

million (equivalent to approximately HK$2,326.02 million)

Issue Price:

100.0% of the principal amount of the Senior Notes

Maturity Date:

18 May 2024

Interest Rate:

7.0% per annum, interest will be payable semi-annually in arrears on 18

May and 18 November of each year, commencing on 18 November 2021

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Ranking of the Senior

The Senior Notes will be the Company's general obligations and:

Notes:

. will rank at least pari passu in right of payment with any unsecured,

unsubordinated indebtedness (subject to priority right under applicable

law);

. will

be

senior in right of payment to

any of the existing and future

subordinated indebtedness expressly subordinates in right of payment

to the Senior Notes, if any;

. will

be

guaranteed

by the Subsidiary

Guarantors on a senior basis

subject to the limitations therein;

. will

be

effectively subordinated to

the

secured obligations (if any) of

the Company and the Subsidiary Guarantors to the extent of the value

of the assets serving as security therefor; and

.

will be effectively subordinated to any existing and future indebtedness

of the Company's subsidiaries that do not guarantee the Senior Notes.

Subsidiary Guarantees:

The Company's obligations under the Senior Notes and the Indenture will

be guaranteed by the Subsidiary Guarantors. None of the Company's

existing or future restricted subsidiaries that are organized under the laws of

the PRC or the initial non-guarantor subsidiaries and any restricted

subsidiaries designated by the Company as new non-guarantor subsidiaries

or that are not wholly-owned by the Company will guarantee the Senior

Notes in the future.

Ranking of Subsidiary

The Subsidiary Guarantee of each Subsidiary Guarantor will be a general

Guarantees:

obligation of such Subsidiary Guarantor and:

. will rank at least pari passu with the guarantees provided for all other

unsecured, unsubordinated indebtedness of such Subsidiary Guarantor

(subject to priority rights under applicable law);

.

will be senior in right of payment to such Subsidiary Guarantor's future

subordinated indebtedness, if any; and

. will

be

effectively

subordinated

to

obligations (if any) of such

Subsidiary Guarantor, to the extent of the value of the assets serving

as security thereof.

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New Non-Guarantor

The

Company may elect to have any of its future subsidiary (other than

Subsidiaries:

subsidiaries organized under the laws of the PRC and subsidiaries of the

initial non-guarantor subsidiaries) not to provide a Subsidiary Guarantee at

the time such entity becomes a wholly owned restricted subsidiary or ceases

to be a listed subsidiary, provided that certain conditions set forth in the

Indenture are met.

Certain Covenants:

The

Company will issue the Senior Notes under the Indenture. The

Indenture will partially limit, among other things, the ability of the

Company and its restricted subsidiaries to:

.

incur or guarantee additional indebtedness and issue certain preferred

stock;

.

make certain other restricted payments;

.

create or permit to exist certain liens;

.

impose restrictions on the ability of the Company's subsidiaries to pay

dividends or make other payments to the Company;

.

transfer, lease or sell certain assets including subsidiary stock;

.

merge or consolidate with other entities;

.

enter into certain transactions with affiliates; and

.

enter into unrelated businesses.

Each of these covenants is subject to a number of significant exceptions and

qualifications.

Events of Default:

The events of default under the Indenture include, among other things:

(a)

default in the payment of principal of (or premium, if any, on) the

Senior Notes;

(b)

default in the payment of interest on any Senior Note;

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Hopson Development Holdings Limited published this content on 12 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 12:15:07 UTC.