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建業地產股份有限公司 Central China Real Estate Limited

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This announcement contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical fact are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, some of which are beyond the Company’s control, that may cause the actual results, performance or achievements to be materially different from those expressed or implied by the forward- looking statements. You should not rely upon forward-looking statements as predictions of future events. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 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 United States Securities Act of 1933, as amended from time to time. No securities may be offered or sold in the United States absent registration or an exemption from the registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder. Such prospectus will contain detailed information about the company involved and its management and financial statements. The Company does not intend to make any public offering of securities in the United States. 建 業 地 產 股 份 有 限 公 司 * Central China Real Estate Limited (Incorporated in the Cayman Islands with limited liability) PROPOSED ISSUE OF 4-YEAR FIXED RATE SENIOR NOTES The Company proposes to conduct an international offering (other than to those in the United States) of Singapore dollar denominated guaranteed 4-year fixed rate senior notes in reliance on Regulation S under the U.S. Securities Act (the “Proposed Notes Issue”). In connection with the Proposed Notes Issue, the Company will provide certain qualified investors with recent corporate and financial information regarding the Group, including but not limited to, the updated risk factors, management’s discussion and analysis of the Group’s financial condition and results of operations, description of business and material indebtedness information, some of which has not been previously disclosed to the public. A summary of the updated information which the Company considers to be material to the Group’s operations is set out in this announcement and can also be viewed at the Company’s website www.centralchina.com at approximately the same time when such information is released to certain qualified investors. Completion of the Proposed Notes Issue is subject to, among others, market conditions and investors’ interest. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. Morgan Stanley & Co. International plc, Deutsche Bank AG, Singapore Branch and Oversea- Chinese Banking Corporation Limited are the joint bookrunners and the joint lead managers for the Proposed Notes Issue. The Company currently intends to use the proceeds from the Proposed Notes Issue to finance new and existing property projects (including land premium), to repay existing indebtedness and the remaining amount for general corporate purpose. The Company may adjust its acquisition and development plans in response to changing market conditions and thus reallocate the use of the proceeds. 1 Approval-in-principle has been received for the listing and quotation of the Notes on the Official List of the SGX-ST. Admission of the Notes to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company or the Notes. No listing of the Notes has been sought in Hong Kong. As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed. THE PROPOSED NOTES ISSUE Introduction The Company proposes to conduct an international offering (other than to those in the United States) of Singapore dollar denominated guaranteed 4-year fixed rate senior notes in reliance on Regulation S under the U.S. Securities Act. In connection with the Proposed Notes Issue, the Company will provide certain qualified investors with recent corporate and financial information regarding the Group, including but not limited to, the updated risk factors, management’s discussion and analysis of the Group’s financial condition and results of operations, description of business and indebtedness information, some of which has not been previously disclosed to the public. A summary of the updated information which the Company considers to be material to the Group’s operations is set out in this announcement and can also be viewed at the Company’s website www.centralchina.com at approximately the same time when such information is released to certain qualified investors. Completion of the Proposed Notes Issue is subject to, among others, market conditions and investors’ interest. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. Morgan Stanley & Co. International plc, Deutsche Bank AG, Singapore Branch and Oversea- Chinese Banking Corporation Limited are the joint bookrunners and the joint lead managers for the Proposed Notes Issue. As at the date of this announcement, the principal amount, the interest rates, the payment date and certain other terms and conditions of the Proposed Notes Issue are yet to be finalised. Upon finalising the terms of the Notes, it is expected that the Company, the Subsidiary Guarantors, the Subsidiary Guarantor Pledgors and Morgan Stanley & Co. International plc, Deutsche Bank AG, Singapore Branch and Oversea-Chinese Banking Corporation Limited will enter into the Purchase Agreement. The Notes will be offered outside the United States, in reliance on Regulation S under the U.S. Securities Act. None of the Notes will be offered to the public in Hong Kong. We have prepared this announcement using a number of conventions, which you should consider when reading the information contained herein. When we use the terms “we,” “us,” “our,” the “Company,” the “Group” and words of similar import, we are referring to Central China Real Estate Limited itself, or to Central China Real Estate Limited and its consolidated subsidiaries, as the context requires. 2 Reasons for the Proposed Notes Issue The Group is the leading residential property developer in Henan, according to the Top 100 China Real Estate Enterprises Research Report based on a number of factors including scale, profitability and growth rate. In 2011, the Group ranked first among the “Top 10 Real Estate Enterprises by Brand Value in Midwestern China in 2011” according to the 2011 China Real Estate Enterprises Brand Value Research Report. The Proposed Notes Issue is intended to finance new and existing property projects (including land premium), to repay existing indebtedness and the remaining amount for general corporate purpose. The Company may adjust its acquisition and development plans in response to changing market conditions and thus reallocate the use of the proceeds. Listing Approval-in-principle has been received for the listing and quotation of the Notes on the Official List of the SGX-ST. Admission of the Notes to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company or the Notes. No listing of the Notes has been sought in Hong Kong. GENERAL As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed. BUSINESS Overview We are the leading residential property developer in Henan, according to the China Real Estate Top 10 Research Team based on a number of factors including scale, profitability, financial stability and growth potential. With an operating history of 20 years in property development in Henan, we have established a well-recognized brand in Henan’s residential property market and completed an aggregate GFA of approximately 7.0 million square meter (“sq.m.”) between 1992 and 31 December 2011. Leveraging our experience and brand reputation, we have expanded into 23 cities across Henan, including all 18 prefecture-level cities and five county-level cities, as of 31 December 2011. 3 Our focus on residential property development in Henan has enabled us to capture the opportunities presented by Henan’s strong economic growth and significant increase in urbanization. Henan is China’s most populous province by number of registered residents according to the National Bureau of Statistics of China, with registered residents of approximately 106.6 million as of 31 December 2010. From 2005 through 2010, Henan’s GDP grew from RMB1,058.7 billion to RMB2,309.2 billion, representing a compound annual growth rate (“CAGR”) of 16.9%. During the same period, Henan’s urbanization rate also grew significantly by 6.1%, from 31.9% to 38.0%, which was yet at a level considerably below the national urbanization rate of 50.0% in 2010, leaving room for further growth in urbanization in Henan.
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