・Issue of Us$200,000,000 7.375% Senior Unsecured Notes Due 2023

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 on the whole or any part of the contents of this announcement.

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 will not be registered under the Securities Act, and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.

The communication of this announcement and any other document or materials relating to the issue of the Senior Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the Senior Notes offered hereby are only available to, and any investment or investment activity to which this announcement relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this announcement or any of its contents.

China Hongqiao Group Limited

中國宏橋集團有限公司

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 1378)

ISSUE OF US$200,000,000 7.375% SENIOR UNSECURED NOTES DUE 2023

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Reference is made to the announcement of the Company dated 24 September 2019.

The Board announces that on 24 September 2019 (after trading hours), the Company and the Subsidiary Guarantors entered into the Purchase Agreement with the Initial Purchasers, pursuant to which the Company has agreed to issue and Initial Purchasers (as defined below) have agreed to purchase and pay for the Notes in an aggregate principal amount of US$200 million.

Approval in principle has been received from the SGX-ST for the listing and quotation of the Notes on the Official List of the SGX-ST. Admission of the Notes to the SGX-ST is not to be taken as an indication of the merits of the Company, its subsidiaries or the Notes. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this announcement. No listing of the Notes has been sought in Hong Kong.

The estimated net proceeds of the Notes Issue, after deduction of commission and expenses, will amount to approximately US$197.3 million. The Company intends to apply the net proceeds from this offering for refinancing certain existing indebtedness with the remainder for general corporate purposes.

No PRIIPs KID - No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

Completion of the Purchase Agreement is subject to the satisfaction, or waiver, of the conditions precedent therein. In addition, the Purchase Agreement may be terminated under certain circumstances.

As the Purchase Agreement may or may not be consummated, shareholders of the Company and prospective investors are reminded to exercise caution when dealing in the securities of the Company.

Reference is made to the announcement of the Company dated 24 September 2019 in respect of the Notes Issue. The Board is pleased to announce that on 24 September 2019, the Company together with the Subsidiary Guarantors, entered into the Purchase Agreement with the Initial Purchasers in connection with the Notes Issue.

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THE PURCHASE AGREEMENT

Parties : (i) the Company as the issuer;

1. the Subsidiary Guarantors as the guarantors; and
2. China CITIC Bank International, Crédit Agricole CIB, Barclays, DBS Bank Ltd., CMB International, ING, Societe Generale, Orient Securities (Hong Kong), China Securities International, BOC International and ABC International as the Initial Purchasers

Subject to and in accordance with the provisions of the Purchase Agreement, the Company has agreed to issue, and the Initial Purchasers have agreed to purchase and pay for the Notes in an aggregate principal amount of US$200 million on the Closing Date. The Notes are to be issued at 99.987% of the aggregate principal amount.

China CITIC Bank International is the lead global coordinator, China CITIC Bank International, Crédit Agricole CIB and Barclays are the joint global coordinators, joint bookrunners and joint lead managers, and DBS Bank Ltd., CMB International, ING, Societe Generale, Orient Securities (Hong Kong), China Securities International, BOC International and ABC International are the joint bookrunners and joint lead managers in respect of the offer and sale of the Notes.

Subject to all the conditions of the Purchase Agreement being fulfilled or waived by the Initial Purchasers and there being no termination event, completion of the Notes Issue is expected to take place on the Closing Date.

The Notes and the Subsidiary Guarantees have not been, and will not be, registered under the Securities Act. The Notes will only be offered outside the United States in offshore transactions in compliance with 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. None of the Notes will be offered to the public in Hong Kong.

No PRIIPs KID - No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

PRINCIPAL TERMS OF THE NOTES

Notes Offered

Upon completion of the Purchase Agreement, the Company will issue the Notes in the aggregate principal amount of US$200 million due 2023, unless previously redeemed or purchased and cancelled pursuant to the terms thereof.

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Issue Price

The issue price of the Notes will be 99.987% of the principal amount of the Notes.

Interest

The Notes will bear interest from and including 2 October 2019 at the rate of 7.375% per annum, payable semi-annually in arrears on 2 May and 2 November of each year, commencing 2 May 2020.

Guarantee of the Notes

Each of the Subsidiary Guarantors has jointly and severally, guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under the Notes. A subsidiary guarantee may be released in certain circumstances.

The initial Subsidiary Guarantors are Hongqiao International Trading Limited, China Hongqiao Investment Limited and Hongqiao Investment (Hong Kong) Limited.

Each future Restricted Subsidiary, promptly upon becoming a Restricted Subsidiary, and each of its exempted subsidiaries, promptly after it ceases to be an exempted subsidiary, will execute and deliver to the Trustee a supplemental indenture to the Indenture pursuant to which such Restricted Subsidiary will guarantee the payment of the Notes.

Redemption

Final redemption

Unless previously redeemed or purchased and cancelled pursuant to the terms thereof, the Notes will be redeemed at their principal amount at maturity.

Redemption for taxation reasons

Subject to certain exceptions, the Notes may be redeemed, at the option of the Company or a Surviving Person with respect to the Company, as a whole but not in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interests, if any, to the date fixed by the Company or the Surviving Person, as the case may be, for redemption, if the Company or the Surviving Person or a Subsidiary Guarantor would become obligated to pay certain additional amounts as a result of certain changes in specified tax laws.

Optional Redemption

At any time prior to 2 May 2023, the Company may at its option redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the applicable premium as of, and accrued and unpaid interest, if any, to (but not including), the redemption date.

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At any time and from time to time prior to 2 May 2023, the Company may at its option redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more sales of common stock of the Company in an equity offering at a redemption price of 107.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date; provided that at least 65% of the aggregate principal amount of the Notes originally issued on the Original Issue Date remains outstanding after each such redemption and any such redemption takes place within 60 days after the closing of the related equity offering.

The Company or any of its affiliates may from time to time purchase Notes in the open market or by tender or by any other means at any price, so long as such acquisition does not otherwise violate the terms of the Indenture; provided that all Notes redeemed or repurchased by the Company or any of its affiliates may not be reissued or resold.

Repurchase of Notes upon a change of control

Not later than 30 days following a change of control triggering event as set out in the Indenture, the Company will make an offer to purchase all outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to (but not including) the offer to purchase payment date.

Events of Default

The events of default under the Indenture includes, among others:

1. default in the payment of principal of (or premium, if any, on) the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise;
2. default in the payment of interest or additional amounts on any Note when the same becomes due and payable, and such default continues for a period of 30 consecutive days;
3. default in the performance or breach of the provisions of the covenants described under the Indenture, or the failure by the Company to make or consummate an offer to purchase in the manner described in the Indenture;
4. default by the Company or any Restricted Subsidiary in the performance of or breaches any other covenant or agreement in the Indenture or under the Notes (other than a default specified in clause (a), (b) or (c) above) and such default or breach continues for a period of 30 consecutive days after written notice of such default or breach to the Company by the Trustee or the holders of 25% or more in aggregate principal amount of the Notes;

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