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CIFI Holdings (Group) Co. Ltd. Capital/Financing Update 2021

May 20, 2021

49539_rns_2021-05-20_e5f995ca-19b2-4915-ab85-231c11b04262.pdf

Capital/Financing Update

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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 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. No securities may be offered or sold in the United States absent registration or 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 will contain detailed information about the company making the offer, management, as well as financial statements. No public offer of securities is to be made by the Company in the United States.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

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CIFI Holdings (Group) Co. Ltd. 旭輝控股(集團)有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 00884)

COMPLETION OF THE OFFER (ISIN: XS1952116983, COMMON CODE: 195211698, STOCK CODE: 5765)

Reference is made to the announcements of the Company dated May 10, 2021 and May 18, 2021 in relation to the commencement and results of the Offer, respectively (collectively the “ Announcements ”). Capitalized terms used in this announcement shall have the same meanings as defined in the Announcements unless the context requires otherwise.

The Offer was completed on May 17, 2021. Subject to the terms and conditions contained in the Offer to Purchase, the amount payable per principal amount of the Notes validly tendered at or prior to the Expiration Deadline was US$1,040.20 for each US$1,000 in principal amount of the Notes. The final aggregate principal amount of the Notes accepted for purchase was US$57,939,000, representing approximately 19.31% of the total aggregate principal amount of the outstanding Notes. The Notes repurchased pursuant to the Offer have been cancelled.

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As at the date of this announcement, after completion of the Offer and cancellation of the Accepted Notes, the aggregate principal amount of US$242,061,000 of the Notes, remain outstanding.

IMPORTANT NOTICE – THE OFFER IS AVAILABLE ONLY TO INVESTORS WHO ARE NOT U.S. PERSONS (WITHIN THE MEANING OF REGULATION S) AND ARE OUTSIDE THE UNITED STATES; U.S. PERSONS (AS DEFINED IN REGULATION S), PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS AND PERSONS LOCATED IN THE UNITED STATES ARE NOT PERMITTED TO TENDER NOTES IN THE OFFER.

GENERAL

The Offer is not being made within, and the Offer to Purchase is not for distribution in the United States or to, or for the account or benefit of, any U.S. person (as defined under Regulation S). The Offer to Purchase is not an offer of securities for sale in the United States or to, or for the account or benefit of, any U.S. person (as defined under Regulation S) or any other jurisdiction where it is unlawful to offer such securities and any guarantees with respect thereto, for sale.

The Offer to Purchase and this announcement do not constitute, and may not be used in connection with, an offer to purchase, a solicitation of an offer to purchase, an offer to sell or a solicitation of an offer to sell, securities in the United States or any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. The Company will not accept any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

No securities of the Company or any of its subsidiaries are being, or will be, registered under the U.S. Securities Act or the securities laws of any state of the United States, and no such securities may 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 U.S. Securities Act and any applicable state or local securities laws. No public offering of securities is being or will be made in the United States or any other jurisdiction. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful.

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The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Offer to Purchase comes are required to inform themselves about, and to observe, any such restrictions. Forward-looking statements in this announcement and/or the Offer to Purchase, including, among others, those statements relating to the Offer is based on current expectations. These statements are not guarantees of future events or results. Future events and results involve risks, uncertainties and assumptions and are difficult to predict with any precision. Actual events and results could vary materially from the description contained herein due to many factors including changes in the market and price for the Notes, changes in the business and financial condition of the Company and its subsidiaries, changes in the property industry and changes in the capital markets in general.

By Order of the Board CIFI Holdings (Group) Co. Ltd. LIN Zhong Chairman

Hong Kong, 20 May 2021

As at the date of this announcement, the Board comprises nine Directors, namely executive Directors: Mr. Lin Zhong, Mr. Lin Wei, Mr. Lin Feng, Mr. Chen Dongbiao and Mr. Yang Xin; non-executive Director: Mr. Wang Wei; and independent non-executive Directors: Mr. Gu Yunchang, Mr. Zhang Yongyue and Mr. Tan Wee Seng.

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