[HK]越秀房产信托基金(00405):刊发定价补充文件 - YUEXIU REIT MTN COMPANY LIMITED - 根据1,500,000,000美元有担保中期票据计划发行300,000,.
原标题:越秀房产信托基金:刊发定价补充文件 - Yuexiu REIT MTN Company Limited - 根据1,500,000,000美元有担保中期票据计划发行300,000,000美元于二○.. 香證券及期貨事務監察委員會、香交易及結算所有限公司及香聯合交易所有限公司（「香聯交所」）對本公佈之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 本公佈及上市文件僅供參考之用，並不構成收購、購買或認購證券的一項邀請或要約，亦不構成訂立任何協議以進行任何該等事宜之邀請，且不屬收購、購買或認購任何證券之要約邀請。 本公佈及本文所述的上市文件乃按上市規則（定義見下文）規定僅作參考用途而刊發，並不構成提呈出售任何證券的要約或招攬購買任何證券的要約。本公佈及其任何內容（括上市文件）並非任何合約或承諾的依據。為免生疑，刊發本公佈及本文所述的上市文件不應被視為就香法例第32章公司（清盤及雜項條文）條例而言根據發行人（定義見下文）或其代表刊發的招股章程提出的證券發售建議，亦概不構成就香法例第571章證券及期貨條例而言載有向公眾人士發出訂立或建議訂立有關購買、出售、認購或銷證券的協議的邀請的廣告、邀請或文件。 本公佈及本文隨附的上市文件並不構成或組成在或向美國或在任何其他司法權區購買或認購證券的任何要約或招攬的一部分。本文所述證券未曾及將不會根據經修訂一九三三年美國證券法（「證券法」）或美國任何州份或任何其他司法權區的證券法登記，除根據證券法及適用州份或地方證券法獲豁免或屬不受該等登記規定所規限的交易外，證券不可在美國境內提呈發售或出售。本公佈、本文隨附的上市文件及其中所載資料不得直接或間接在或向美國或在任何其他司法權區派發。證券將僅依賴證券法S規例在美國境外提呈發售。將不會在或向美國或向香公眾或在進行有關發售即屬限制或禁止的任何其他司法權區公開發售證券。 香投資須知：發行人及擔保人（定義見下文）確認，票據（定義見下文）擬定僅供專業投資（定義見上市規則第三十七章）購買，且該計劃（定義見下文）及票據（以將在香聯交所上市為限）按此基準於香聯交所上市。因此，發行人及擔保人確認，票據並不適宜作為香零售投資的投資。投資應審慎考慮所涉及風險。 刊發定價補充文件 根據 1,500,000,000美元 有擔保中期票據計劃 （「該計劃」） Yuexiu REIT MTN Company Limited （於英屬處女群島註冊成立的有限公司） （「發行人」） 發行 300,000,000美元於二○二九年到期之6.50厘綠色票據 （股份代號：40088） （「票據」） 擔保人 豐機構信託服務（亞洲）有限公司 （於香註冊成立的有限公司） 以受託人身份，追索權限於 （以其身份作為「擔保人」） 刊發定價補充文件 根據 1,500,000,000美元 有擔保中期票據計劃 （「該計劃」） Yuexiu REIT MTN Company Limited （於英屬處女群島註冊成立的有限公司） （「發行人」） 發行 300,000,000美元於二○二九年到期之6.50厘綠色票據 （股份代號：40088） （「票據」） 擔保人 豐機構信託服務（亞洲）有限公司 （於香註冊成立的有限公司） 以受託人身份，追索權限於 （以其身份作為「擔保人」） （以越秀房地產投資信託基金管理人身份） 本公佈乃根據香聯合交易所有限公司證券上市規則（「上市規則」）第37.39A條刊發。 請參閱於二○二六年一月二十七日刊發日期為二○二六年一月二十六日的發售通函（「發售通函」，其全文可於https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0127/2026012700297_c.pdf查閱），內容有關該計劃及本公佈隨附日期為二○二六年二月五日的票據定價補充文件（「定價補充文件」）。如定價補充文件所披露，根據該計劃發行之票據擬定僅供專業投資（定義見上市規則第三十七章）購買，並已按此基礎於香聯交所上市。 發售通函及定價補充文件並不構成向任何司法權區的公眾提呈出售任何證券的招股章程、通告、通函、宣傳冊或廣告，亦並非向公眾發出邀請以就認購或購買任何證券作出要約，且並非供分發以邀請公眾發出認購或購買任何證券之要約。 發售通函及定價補充文件不得被視為認購或購買任何證券的勸誘，且並無意進行有關勸誘。 香，二○二六年二月十三日 於本公佈日期，Yuexiu REIT MTN Company Limited之董事為林德良先生、區海晶女士及陳勇勤先生。 於本公佈日期，越秀房託資產管理有限公司董事會成員括： 執行董事： 區海晶女士及林德良先生 非執行董事： 江國雄先生（主席）及曾志釗先生 獨立非執行董事： 陳志安先生、陳志輝先生、張玉堂先生及陳曉歐先生附錄－日期為二○二六年二月五日的票據定價補充文件 IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES IMPORTANT: You must read the following before continuing. The following applies to the attached pricing supplement following this page (the “Pricing Supplement”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Pricing Supplement. In accessing the Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES AS DESCRIBED IN THE PRICING SUPPLEMENT (THE “SECURITIES”) AND THE GUARANTEE THEREOF HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. 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By accepting the e-mail and accessing the Pricing Supplement, you shall be deemed to have represented to the Issuer, the Guarantor, the REIT Manager (as defined in the Offering Circular (as defined below)) and the Managers (as defined in the Pricing Supplement) that (1) you and any customers you represent are persons eligible to purchase the Securities outside the United States in an offshore transaction in reliance on Regulation S and that the electronic e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States and (2) that you consent to the delivery of such Pricing Supplement by electronic transmission. You are reminded that the Pricing Supplement has been delivered to you on the basis that you are a person into whose possession the Pricing Supplement may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of the Pricing Supplement to any other person. The Pricing Supplement does not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law and access has been limited so that it shall not constitute in the United States or elsewhere any directed selling efforts (within the meaning of Regulation S). If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of the Managers or any affiliate of the Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Manager or affiliate on behalf of the Issuer, the REIT Manager and the Guarantor in such jurisdiction. This Pricing Supplement has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Guarantor, the REIT Manager, the Managers, the Trustee or the Agents (each as defined in the Conditions as described in the Pricing Supplement), or any of their respective affiliates, representatives, employees, officers, directors, agents or advisers or any person who controls any of them accepts any liability or responsibility whatsoever in respect of any difference between the Pricing Supplement distributed to you in electronic format and the hard copy version available to you on request from any of the Issuer, the Guarantor, the REIT Manager or the Managers. You should not reply by e-mail to this notice, and you may not purchase any securities by doing so. Any reply by e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. PRIIPs REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes (as defined below) are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.UK PRIIPs REGULATION – PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is neither: (i) a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); nor (ii) a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.This document is for distribution to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”)) (“Professional Investors”) only.Notice to Hong Kong investors: The Issuer and the Guarantor confirm that the Notes are intended for purchase by Professional Investors only and will be listed on the Hong Kong Stock Exchange on that basis. Accordingly, the Issuer and the Guarantor confirm that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved. The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this document to Professional Investors only have been reproduced in this document. Listing of the Programme (as defined below) or the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Programme, the Notes or the Issuer, the Guarantor, Yuexiu REIT (as defined below), the REIT Manager or quality of disclosure in this document. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this document, 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 document. This document, together with the Offering Circular, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purposes of giving information with regard to the Issuer, the Guarantor, Yuexiu REIT, the REIT Manager and the Group. The Issuer and the REIT Manager accept full responsibility for the accuracy of the information contained in this document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. Paragraph 21 of the Hong Kong SFC Code of Conduct – As paragraph 21 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission applies to this offering of Notes, prospective investors should refer to the section on “Notice to capital market intermediaries and prospective investors pursuant to paragraph 21 of the Hong Kong SFC Code of Conduct – Important Notice to Prospective Investors” appearing on pages iv to v of the offering circular dated 26 January 2026 (the “Offering Circular”), and CMIs (as defined in the Offering Circular) should refer to the section on “Notice to capital market intermediaries and prospective investors pursuant to paragraph 21 of the Hong Kong SFC Code of Conduct – Important Notice to CMIs (including private banks)” appearing on pages 189 to 190 of the Offering Circular. Pricing Supplement dated 5 February 2026 Yuexiu REIT MTN Company Limited (Incorporated in the British Virgin Islands with limited liability)Issue of US$300,000,000 6.5 per cent. Green Notes due 2029 (the “Notes”)under the US$1,500,000,000 Guaranteed Medium Term Note Programme (the “Programme”) guaranteed by HSBC Institutional Trust Services (Asia) Limited in its capacity as trustee, and with recourse limited to the assets, of Yuexiu Real Estate Investment Trust (“Yuexiu REIT”) The document constitutes the Pricing Supplement relating to the issue of Notes described herein.Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in the Offering Circular. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. 1. Issuer: Yuexiu REIT MTN Company Limited 2. Guarantor: HSBC Institutional Trust Services (Asia) Limited(in its capacity as trustee, and with recourse limited to the assets, of Yuexiu Real Estate Investment Trust) 3. REIT Manager: Yuexiu REIT Asset Management Limited (in its capacity as manager of Yuexiu Real Estate Investment Trust) 4. (i) Series Number: 006 (ii) Tranche Number: 001 5. Specified Currency or Currencies: United States dollar (“US$”)6. Aggregate Principal Amount: US$300,000,000 (i) Series: US$300,000,000 (ii) Tranche: US$300,000,000 7. (i) Issue Price: 100.00 per cent. of the Aggregate Principal Amount 8. (i) Specified Denominations: US$200,000 and integral multiples of US$1,000 in excess thereof (ii) Calculation Amount: US$1,000 9. (i) Issue Date: 12 February 2026 (ii) Interest Commencement Issue Date Date: 10. Maturity Date: 12 February 2029 11. Interest Basis: 6.5 per cent. Fixed Rate (further particulars specified below) 12. Redemption/Payment Basis: Redemption at par 13. Change of Interest or Not Applicable Redemption/Payment Basis: 14. Put/Call Options: Call Option Change of Control Put Option (further particulars specified below) 15. (i) Date of the Pre-issuance 11 July 2025 NDRC Registration Certificate evidencing the registration of the issue of the Notes with the NDRC: (ii) Date of Board approval for Issuer’s board approval: 23 January 2026issuance of Notes obtained: REIT Manager’s board and committees approval: 19 January 2026 16. Listing: The Hong Kong Stock Exchange. The expected effective listing date of the Notes is 13 February 2026. 17. Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 18. Fixed Rate Note Provisions: Applicable (i) Rate of Interest: 6.5 per cent. per annum payable semi-annually in arrear (ii) Interest Payment Dates: 12 February and 12 August in each year (iii) Fixed Coupon Amount: US$32.5 per Calculation Amount (iv) Broken Amount(s): Not Applicable (v) Day Count Fraction: 30/360 (vi) Other terms relating to the Not Applicable method of calculating interest for Fixed Rate Notes: 19. Floating Rate Note Provisions: Not Applicable 20. Zero Coupon Note Provisions: Not Applicable 21. Index-Linked Interest Note/other Not Applicable variable-linked interest Note Provisions: 22. Dual Currency Note Provisions: Not Applicable PROVISIONS RELATING TO REDEMPTION 23. Call Option: Applicable (i) Optional Redemption Date(s): The Issuer may, at its option, at any time, redeem the Notes, in whole or in part, in accordance with Condition 6(d), as further specified below (ii) Optional Redemption The Optional Redemption Amount shall be equal Amount(s) of each Note and to: (A) (in the case of a date of redemption prior method, if any, of calculation to 12 January 2029 (the “Par Call of such amount(s): Commencement Date”)) the greater of (1) 100 per cent. of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed through the Par Call Commencement Date (excluding interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 50 basis points (all as determined by the Independent Investment Banker); or (B) (in the case of a date of redemption on or after the Par Call Commencement Date) 100 per cent. of the principal amount of the Notes to be redeemed. For these purposes: “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity equal to the period from the date of redemption to the Par Call Commencement Date. “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer. “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Issuer obtains fewer than three such Reference Treasury Dealer Quotations, the average of all quotations obtained. “Reference Treasury Dealer” means each of any three investment banks (that may include the Managers) of recognised standing that is a primary U.S. government securities dealer in the United States, selected by the Issuer in good faith. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer as of 5:00 p.m., New York City time, on the third Make Whole Determination Business Day preceding such date of redemption. “Treasury Rate” means, with respect to any date of redemption, the rate per annum equal to: (i) the yield, which represents the average for the daily yields for the week immediately preceding the third Make Whole Determination Business Day prior to such redemption date, derived from the most recently published statistical release designated “H.15” or any successor publication which is published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three (3) months before or after the Par Call Commencement Date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Make Whole Determination Business Day immediately preceding such redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such date of redemption. “Make Whole Determination Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are open for business in New York City. (iii) If redeemable in part: (a) Minimum Redemption US$200,000 Amount: (b) Maximum Redemption Not Applicable Amount: (iv) Notice period: Not less than 15 nor more than 30 days’ irrevocable notice to the Noteholders and in writing to the Trustee and the Issuing and Paying Agent 24. Put Option: Not Applicable 25. Change of Control Put Applicable Option: Change of Control Redemption US$1,010 per Calculation AmountAmount: 26. Final Redemption Amount of US$1,000 per Calculation Amounteach Note: 27. Early Redemption Amount US$1,000 per Calculation AmountEarly Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): GENERAL PROVISIONS APPLICABLE TO THE NOTES 28. Form of Notes: Registered Notes: Global Certificate exchangeable for Individual Certificates in the limited circumstances described in the Global Certificate 29. Financial Centre(s) or other special Hong Kong provisions relating to payment For the avoidance of doubt, for the purposes of dates: Condition 7(h), “business day” for the Notes shall include New York City. 30. Talons for future Coupons or No Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 31. Details relating to Partly Paid Not Applicable Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made [and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment]: 32. Details relating to Instalment Notes: Not Applicable amount of each instalment, date on which each payment is to be made: 33. Redenomination, renominalisation Not Applicable and reconventioning provisions: 34. Any applicable currency disruption/ Not Applicable fallback provisions: 35. Other terms or special conditions: Not Applicable DISTRIBUTION 36. (i) If syndicated, names of DBS Bank Ltd., CLSA Limited, UBS AG Hong Managers: Kong Branch, Yue Xiu Securities Company Limited, Chong Hing Bank Limited, Bank of China (Hong Kong) Limited, China Minsheng Banking Corp., Ltd. Hong Kong Branch, J.P. Morgan Securities (Asia Pacific) Limited, Guotai Junan Securities (Hong Kong) Limited, The Hongkong and Shanghai Banking Corporation Limited and Industrial Bank Co., Ltd. Hong Kong Branch (together, the “Managers”) (ii) Stabilising Manager(s): Any of the Managers appointed and acting in its capacity as Stabilising Manager 37. If non-syndicated, name and Not Applicable address of Dealer: 38. U.S. Selling Restrictions: Reg. S Category 1; TEFRA Not Applicable39. Additional selling restrictions: Not Applicable OPERATIONAL INFORMATION 40. ISIN Code: XS3278608875 41. Common Code: 327860887 42. CMU Instrument Number: Not Applicable 43. Any clearing system(s) other than Not Applicable Euroclear, Clearstream and the CMU and the relevant identification number(s): 44. Delivery: Delivery against payment 45. Additional Paying Agent(s) (if any): Not Applicable GENERAL 46. Translation of the aggregate Not Applicable principal amount of Notes issued: 47. Ratings: The Notes to be issued are expected to be rated:Fitch: BBB- Applicable 48. Prohibition of Sales to EEA Retail Investors: Applicable 49. Prohibition of Sales to UK Retail Investors: HONG KONG SFC CODE OF CONDUCT Not Applicable 50. Rebates: DCMOmnibus@dbs.com, 51. Contact email addresses of the projectlucidlake@clsa.com, sh-asia-ccs-dcm- Overall Coordinators where filing@ubs.com and dcm@bochk.com underlying investor information in relation to omnibus orders should be sent: As indicated in the Offering Circular 52. Marketing and Investor Targeting Strategy: USE OF PROCEEDS The net proceeds from the issue of Notes will be used for refinancing of certain indebtedness of Yuexiu REIT in accordance with the Pre-issuance NDRC Registration Certificate and an amount equivalent to the net proceeds of the Notes will be exclusively allocated to refinance existing Eligible Projects (as defined below) as further described in the section entitled “Sustainable Finance Framework” set forth in Part two in this Pricing Supplement. CONCURRENT ISSUANCE OF RENMINBI DENOMINATED NOTES UNDER THE PROGRAMME MOON KING LIMITED is concurrently offering CNY690,000,000 3.5 per cent. green notes due 2029 under the Programme. Such notes are being offered separately and are subject to separate terms and conditions set out in the relevant pricing supplement.STABILISING In connection with this issue, any of the Managers appointed and acting in its capacity as stabilising manager (the “Stabilising Manager”) (or persons acting on behalf of any Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be discontinued at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager (or persons acting on behalf of any Stabilising Manager) in accordance with all applicable laws and rules.PURPOSE OF PRICING SUPPLEMENT This Pricing Supplement comprises the final terms required for issue and admission to trading on the Hong Kong Stock Exchange of the Notes described herein pursuant to the US$1,500,000,000 Guaranteed Medium Term Note Programme. RESPONSIBILITY The Issuer and the REIT Manager accept responsibility for the information contained in thisPricing Supplement. APPENDIX PART ONE - ADDITIONAL RISK FACTORS The sub-section entitled “Risk Factors – Risks Relating to the Notes issued under the Programme” of the Offering Circular shall be supplemented to include the following risk factors relating to the Notes: The Notes may not be a suitable investment for all investors seeking exposure to eligible assets. The Issuer has engaged Sustainable Fitch to provide a second party opinion (the “Second Party Opinion”) confirming, amongst other things, that the Sustainable Finance Framework for Yuexiu REIT, dated 5 February 2026 (the “Framework”) aligns with the Green Bond Principles (June 2025), Social Bond Principles and Sustainability Bond Guidelines by International Capital Market Association or as they may be subsequently amended, Green Loan Principles (March 2025) and Social Loan Principles by the Loan Syndications and Trading Association, the Loan Market Association and the Asia Pacific Loan Market Association, or as they may be subsequently amended. No assurance is given that such use of proceeds will satisfy any present or future investment criteria or guidelines with which an investor is required, or intends, to comply, in particular with regard to any direct or indirect environmental or sustainability impact of any project or uses, the subject of or related to, the Framework (including in relation to, but not limited to, Green Loan Principles (March 2025) by the Loan Syndications and Trading Association, the Loan Market Association and the Asia Pacific Loan Market Association, or as they may be subsequently amended or any requirements of such labels or market standards as they may evolve from time to time). There is currently no market consensus on what precise attributes are required for a particular project to be defined as “green” or “social” and, therefore, no assurance can be provided to potential investors that the Eligible Projects will meet the relevant eligibility criteria. Although the Eligible Projects are expected to be selected in accordance with the categories described in the Sustainable Finance Framework and are expected to be developed in accordance with applicable legislation and standards, there can be no guarantee that adverse environmental impacts will not occur during the design, construction, commissioning and/or operation of any such projects/assets. Where any negative impacts are insufficiently mitigated, projects/assets may become controversial, and/or may be criticised by activist groups or other stakeholders. While it is the intention of the Issuer to allocate an amount equal to the net proceeds of the Notes to Eligible Projects, there is no contractual obligation to do so. The Issuer does not undertake to ensure that there are at any time sufficient Eligible Projects to allow for allocation of an amount equal to the net proceeds of the issue of such Note in full. There can be no assurance that any such Eligible Projects will be available or capable of being implemented in, or substantially in, the manner and timeframe anticipated and, accordingly, that the Issuer will be able to use an amount equal to the net proceeds of the issue of the Notes for such Eligible Projects as intended. In addition, there can be no assurance that Eligible Projects will be completed as expected or achieve the impacts or outcomes originally expected or anticipated.Potential investors should also be aware that any Second Party Opinion will not be incorporated into, and will not form part of, the Offering Circular or the Pricing Supplement relating to the Notes. Any such Second Party Opinion may not reflect the potential impact of all risks related to the Notes, their marketability, trading price or liquidity, or any other factors that may affect the price or value of the Notes. Any such Second Party Opinion is not a recommendation to buy, sell or hold securities and is only valid as of its date of issue and is subject to certain disclaimers set out therein. The Second Party Opinion provides an opinion on certain environmental and related considerations and is a statement of opinion, not a statement of fact. No representation or assurance is given as to the suitability or reliability of the Second Party Opinion or any opinion, review or certification of any third party (including any post-issuance reports prepared by an external reviewer) made available in connection with the Notes. The Second Party Opinion and any other such opinion, review, certification or post-issuance report is not intended to address any credit, market or other aspects of any investment in the Notes, including without limitation market price, marketability, investor preference or suitability of any security or any other factors that may affect the value of the Notes. The Second Party Opinion and any other opinion, review, certification or post-issuance report is not a recommendation to buy, sell or hold any Notes and is current only as of the date that opinion was issued. The criteria and/or considerations that form the basis of the Second Party Opinion and any other such opinion, review or certification or post-issuance report may change at any time and the Second Party Opinion and any other opinion, review, certification or post-issuance report may be amended, updated, supplemented, replaced and/or withdrawn at any time. Any withdrawal of the Second Party Opinion or any other opinion, review, certification or post-issuance report may have a material adverse effect on the value of the Notes. Further, although the Issuer will use the net proceeds from the offering of the Notes as described in “Use of Proceeds” above, it would not be an event of default under the Terms and Conditions of the Notes if (i) the Issuer were to fail to comply with such obligations or were to fail to use the proceeds in the manner specified in the Pricing Supplement relating to the Notes and/or (ii) the Second Party Opinion were to be withdrawn. Any failure to use the net proceeds of the Notes in connection with the green, environmental or other equivalently labelled projects, and/or any failure to meet, or to continue to meet, the investment requirements of certain investors with a focus on environmental concerns with respect to the Notes may affect the value and/or trading price of the Notes, and/or may have consequences for certain investors with portfolio mandates to invest in green, environmental or equivalently labelled assets. None of the Issuer, the Guarantor, the REIT Manager, the Managers, the Trustee or the Agents make any representation as to the suitability for any purpose of any Second Party Opinion, or as to whether the Notes fulfil the relevant environmental criteria and expectations regarding environmental impact and performance for any investors or whether the net proceeds will be used to finance and/or refinance Eligible Projects, or as to the characteristics of Eligible Projects, including their relevant environmental criteria. Each potential purchaser of the Notes should determine for itself the relevance of the information contained in this Offering Circular and the Pricing Supplement relating to the Notes. The Notes are not linked to the performance of the Eligible Projects, do not benefit from any arrangements to enhance the performance of the Notes or any contractual rights derived solely from the intended use of proceeds of the Notes.The performance of the Notes is not linked to the performance of the relevant Eligible Projects or the performance of the Issuer in respect of any environmental or similar targets. There will be no segregation of assets and liabilities in respect of the Notes and the Eligible Projects. Consequently, neither payments of principal and/or interest on the Notes nor any rights of holders of the Notes shall depend on the performance of the relevant Eligible Projects or the performance of the Issuer in respect of any such environmental or similar targets. Holders of any Notes shall have no preferential rights or priority against the assets of any Eligible Project nor benefit from any arrangements to enhance the performance of the Notes. PART TWO – SUSTAINABLE FINANCE FRAMEWORK None of the Managers, the Trustee or the Agents accepts any responsibility for any losses howsoever arising, directly or indirectly, from the Framework or its contents including for any social, environmental, and sustainability assessment of any securities issued as green notes or makes any representation or warranty or assurance (i) whether such securities will meet any investor expectations or requirements regarding such “green”, “social”, “sustainable”, or similar labels, (ii) whether the net proceeds of the issuance of the Notes will be used to finance, refinance and/or invest in relevant eligible green, social or sustainable projects, or (iii) as to the characteristics of relevant eligible green, social or sustainable projects in which the proceeds of the Notes are applied or invested.The description of the Framework set out below is in summarised form only and has been prepared in respect of the Notes. The Framework is intended to provide non-exhaustive, general information. The information contained in the Framework does not purport to be comprehensive. The Framework may contain or incorporate by reference public information not separately reviewed, approved or endorsed by the Issuer, the Guarantor, the REIT Manager or the Managers, and accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Issuer, the Guarantor, the REIT Manager or the Managers, as to the fairness, accuracy, reasonableness or completeness of such information. The Framework may contain statements about future events and expectations that are forward-looking statements. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such statements. No representation is made as to the suitability of any green securities to fulfil environmental and sustainability criteria required by prospective investors.Investors should refer to the Framework and the Second-Party Opinion for information and should determine for themselves the relevance of the information contained in this Pricing Supplement regarding the use of proceeds and its investment in the Notes should be based upon such investigation as it deems necessary. The Second Party Opinion and the Framework are publicly available (where the Framework is currently available through the official website of Yuexiu REIT). The information in the Framework and the Second-Party Opinion has not been verified. The Framework, the Second-Party Opinion or any of the above reports or verification assessments are not incorporated in, or form part of, the Offering Circular or this Pricing Supplement and should not be relied upon in connection with making any investment decision with respect to the Notes.This Sustainable Finance Framework (the “Framework”) demonstrates how Yuexiu REIT (the “Group”) and/or its entities intend to enter into Sustainable Financing Transactions (“SFT”) to fund projects, assets and developments that will deliver environmental and social benefits and support the Group’s sustainability vision, as well as its business strategy. Bonds issued under this Framework will be aligned with voluntary guidelines in Green Bond Principles (Jun 2025), Social Bond Principles (Jun 2025) and Sustainability Bond Guidelines (2021) by the International Capital Markets Association (“ICMA”). Loans made under this Framework will be aligned to Green Loan Principles (Mar 2025) and Social Loan Principles (Mar 2025) by the Loan Market Association (LMA), Asia Pacific Loan Market Association (APLMA) and Loan Syndications and Trading Association (LSTA).For each SFT, the Group’s management will adopt the following principles:? Use of Proceeds ? Project Evaluation and Selection ? Management of Proceeds ? Reporting & External Review 1 Use of Proceeds The Group commits to earmarking the proceeds or an equivalent amount of proceeds of each SFT exclusively for the financing and/or refinancing of eligible green projects (the “Eligible Green Projects”) and/or eligible social projects (the “Eligible Social Projects”, and together with the Eligible Green Projects, the “Eligible Projects”) at the Group, in whole or in part, including the investment, acquisition, construction, development or re-development of such projects that provide clear environmental and/or social benefits. Refinancing of Eligible Projects will have a look-back period of not longer than 60 months from the time of issuance. The Group is committed to fully allocate the net proceeds or an equivalent amount of the net proceeds of each SFT on a best effort basis within 36 months of issuance. Projects and assets eligible for sustainable financing must fulfill the relevant eligibility criteria set forth below. 1.1 Green Projects Categories A. Eligible Green Projects categories and examples of the Eligible Green Projects
Eligible Social Projects categories and examples of Eligible Social Projects
Exclusion: in any case, Eligible Projects exclude the types of activities listed in the International 1 Finance Corporation Exclusion List (2007) : ? Production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements, or subject to international bans, such as pharmaceuticals, pesticides/herbicides, ozone depleting substances, PCB’s, wildlife or products regulated under CITES. ? Production or trade in weapons and munitions. ? Production or trade in alcoholic beverages (excluding beer and wine).? Production or trade in tobacco. ? Gambling, casinos and equivalent enterprises. 1 https://www.ifc.org/wps/wcm/connect/topics_ext_content/ifc_external_corporate_site/sustainability-at-ifc/company- ? Production or trade in radioactive materials. This does not apply to the purchase of medical equipment, quality control (measurement) equipment and any equipment where IFC considers the radioactive source to be trivial and/or adequately shielded.? Production or trade in unbonded asbestos fibers. This does not apply to purchase and use of bonded asbestos cement sheeting where the asbestos content is less than 20%.? Drift net fishing in the marine environment using nets in excess of 2.5 km. in length.? Production or trade in fossil fuel. ? Construction and operation of fossil fuel, nuclear and coal-fired power plants, and coal mines. 2 Process for Project Evaluation and Selection The Group has established a thorough sustainable development governance framework. The ESG workstreams are prepared by the sustainability working group (the “Sustainability Working Group”), reviewed by the sustainability steering group (the “Sustainability Steering Group”) and approved by the Board. The Board comprises 2 Executive Directors, 2 Non-executive Directors (including the Chairman) and 4 Independent Non-executive Directors to perform the following responsibilities, including:? Lead ESG strategy and reporting and supervise ESG work progress? Approve Eligible Projects and ensure that the approval of Eligible Projects will follow the Group’s existing credit/loan/investment approval processes The Sustainability Steering Group formed by Chief Executive Officer (Group Leader), Chief Finance Officer and the General Manager of the Project Management Department of the Group to perform the following responsibilities, including:（未完）  |