Beijing Capital Land : CONNECTED TRANSACTION-INCREASE OF CAPITAL CONTRIBUTION TO BEIJING LIUJIN

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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.

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2868)

CONNECTED TRANSACTION

INCREASE OF CAPITAL CONTRIBUTION TO BEIJING LIUJIN

Reference is made to the announcement of the Company dated 18 September 2014 and the circular dated 10 October 2014 in relation to, among other matters, the connected and discloseable transaction in respect of increase of capital contribution to Beijing Liujin. Upon the completion of First Capital Injection, the registered capital of Beijing Liujin is RMB800,000,000, which is held as to 60% and 40% by Beijing Capital Investment and Beijing Zhongzhi respectively.

The Board is pleased to announce that, on 9 December 2015, the shareholders of Beijing Liujin (comprising Beijing Capital Investment and Beijing Zhongzhi, which is a direct wholly-owned subsidiary of the Company) have further agreed to make an aggregate capital contribution of no more than RMB920,000,000 to the registered capital of Beijing Liujin in proportion to their percentage shareholding in Beijing Liujin of 60% and 40% respectively. The registered capital of Beijing Liujin will accordingly be increased from RMB800,000,000 to no more than RMB1,720,000,000. After the Second Capital Injection, the percentage shareholding of Beijing Capital Investment and Beijing Zhongzhi will remain unchanged at 60% and 40% respectively.

As at the date of this announcement, Capital Group directly holds 1,649,205,700 Shares in the Company, representing approximately 54.47% of the Company's total issued share capital. According to the Listing Rules, Capital Group is considered as a controlling shareholder and hence, a connected person of the Company. Beijing Capital Investment, a direct wholly-owned subsidiary of Capital Group, is interested in 60% of the registered capital of Beijing Liujin. Beijing Liujin is therefore an associate of Capital Group and a connected person of the Company. Accordingly, As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Second Capital Injection exceed 0.1% but are all less than 5%, the Second Capital Injection will be subject to the annual review and disclosure requirements but exempt from the independent shareholders' approval requirements as set out in Chapter 14A of the Listing Rules.

Reference is made to the announcement of the Company dated 18 September 2014 and the circular dated 10 October 2014 in relation to, among other matters, the connected and discloseable transaction in respect of increase of capital contribution to Beijing Liujin. As at the date of the announcement, the registered capital of Beijing Liujin is RMB800,000,000, which is held as to 60% and 40% by Beijing Capital Investment and Beijing Zhongzhi respectively.

THE AGREEMENT

On 9 December 2015, the shareholders of Beijing Liujin (comprising Beijing Capital Investment and Beijing Zhongzhi, which is a direct wholly-owned subsidiary of the Company) have further agreed to make an aggregate capital contribution of no more than RMB920,000,000 to the registered capital of Beijing Liujin in proportion to their percentage shareholding in Beijing Liujin of 60% and 40% respectively.

Pursuant to the Agreement, the Second Capital Injection shall be made by Beijing Capital Investment and Beijing Zhongzhi in cash no later than 15 December 2015. The capital contributed by Beijing Zhongzhi will be satisfied by the Company's internal resources.

The amount of capital to be contributed by Beijing Capital Investment and Beijing Zhongzhi to Beijing Liujin was determined with reference to the working capital currently available to Beijing Liujin, and Beijing Liujin's capital requirements for its general working purposes and Xihuangcun shantytown reconstruction and land development projects.

INFORMATION ON BEIJING LIUJIN

Beijing Liujin is a limited company incorporated in the PRC with limited liability. As at the date of the announcement, Beijing Capital Investment and Beijing Zhongzhi are held as to 60% and 40% of its registered capital respectively. Its business scope includes property development, sale of commercial residential building, land development, information consultancy and property management. Beijing Liujin has obtained the development right of Xihuangcun shangtytown reconstruction and land development projects in Shijingshan District, Beijing.

The total investment of Beijing Liujin in the Xihuangcun Project, excluding the amount incurred before the acquisition of Beijing Liujin by Beijing Capital Investment and Beijing Zhongzhi, is increased from approximately RMB5,000,000,000 to approximately RMB8,558,000,000 since our original development plan was revised and approved by Beijing Municipal Commission of Development and Reform by considering the adjustment in relocation compensation and increase in capital cost.

20% of such investment amount, being approximately RMB1,720,000,000, is expected to be financed by the capital contributed by shareholders of Beijing Liujin pro rata to their respective percentage shareholding and the balance of 80%, being approximately RMB6,840,000,000, is expected to be financed by bank borrowings.

Financial Information, Board Composition and Profit and loss sharing

For each of the two years ended 31 December 2013 and 2014, the audited profit before and after tax of Beijing Liujin were as follows:

For the year ended 31 December 2013 2014

(RMB'000) (RMB'000)

Profit before tax (16,800) 35,603

Profit after tax (13,300) 26,702

The audited net asset value of Beijing Liujin as at 31 December 2014 was approximately RMB793,043,000.

Upon completion of the Second Capital Injection, the board of directors of the Beijing Liujin will remain comprising five directors, of which three directors will be nominated by Beijing Capital Investment and two directors will be nominated by Beijing Zhongzhi.

Beijing Capital Investment and Beijing Zhongzhi will be entitled to share the profit or bear loss of Beijing Liujin in proportion to their respective equity interest in the Beijing Liujin according to the Article of Beijing Liujin. Upon the Completion of Second Capital Injection, Beijing Liujin will remain as a joint venture of the Company and will not be consolidated in the financial statement of the Group. The Second Capital Injection would not have any immediate impact on the Group's consolidated income statement.

INFORMATION ON THE COMPANY AND COUNTERPARTIES

The Company

The Company is a joint stock company incorporated in the PRC with limited liability, whose H shares are listed on the Main Board of the Stock Exchange (Stock Code: 2868). The Group is a large property developer in the PRC, focusing primarily on developing and investing in commercial properties, outlets-backed integrated properties and medium to high- end residential properties, operation of hotels, property consulting services and investment holding.

Beijing Zhongzhi

Beijing Zhongzhi is a property development company incorporated in the PRC and a direct wholly-owned subsidiary of the Company.

Capital Group

Capital Group is a state-owned enterprise incorporated in the PRC and under the direct supervision of SASAC and is primarily engaged in infrastructure, financial securities, real estate and environmental related businesses. Capital Group is the controlling shareholder of the Company and a connected person of the Company under Rule 14A.07 of the Listing Rules.

Beijing Capital Investment

Beijing Capital Investment is a company established in the PRC with limited liability. It is principally engaged in trading and investment. Beijing Capital Investment is a connected person of the Company by virtue of being a direct wholly-owned subsidiary of Capital Group.

REASONS FOR AND BENEFIT OF ENTERING INTO THE AGREEMENT

The Group acquired 40% equity interest in Beijing Liujin on 23 July 2014 and further injected RMB320,000,000 pursuant to the capital injection agreement dated 18 September 2014. Beijing Liujin has obtained the development right of Xihuangcun shangtytown reconstruction and land development projects in Shijingshan District, Beijing. The Second Capital Injection is expected to provide funds to further support Beijing Liujin's Xihuangcun shangtytown reconstruction and land development projects and to support its expansion as approved by Beijing Municipal Commission of Development and Reform.

The Board (including the independent non-executive Directors) believes that the terms of the Second Capital Injection are fair and reasonable and in the interests of the Shareholders as a whole. None of the Directors has a material interest in the Second Capital Injection or was required to abstain from voting from the relevant resolutions of the Board. However, certain Directors, namely Mr. Wang Hao, Mr. Song Fengjing and Mr. Shen Jianping are also directors of Capital Group, have voluntarily abstained from voting at the Board meeting for approval of the Second Capital Injection.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Capital Group directly holds 1,649,205,700 Shares in the Company, representing approximately 54.47% of the Company's total issued share capital. According to the Listing Rules, Capital Group is considered as a controlling shareholder and hence, a connected person of the Company. Beijing Capital Investment, a direct wholly-owned subsidiary of Capital Group, is interested in 60% of the registered capital of Beijing Liujin. Beijing Liujin is therefore an associate of Capital Group and a connected person of the Company. Accordingly, As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Second Capital Injection exceed 0.1% but are all less than 5%, the Second Capital Injection will be subject to the annual review and disclosure requirements but exempt from the independent shareholders' approval requirements as set out in Chapter 14A of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the meaning ascribed to them below:

''Agreement'' a capital injection agreement dated 9 December 2015 entered into between Beijing Capital Investment and Beijing Zhongzhi in relation to, among other matters, make an aggregate capital contribution of no more than RMB920,000,000 to the registered capital of Beijing Liujin in proportion to their percentage shareholding in Beijing Liujin of 60% and 40% respectively

''associate'' has the same meaning ascribed thereto under the Listing Rules

''Beijing Capital Investment'' Beijing Capital Investment Limited* (首創投資發展有限公

司), a company incorporated in the PRC with limited

liability and a direct wholly-owned subsidiary of Capital Group

''Beijing Liujin'' Beijing Liujin Property Limited* (北京鎏金置業有限責任公

司), a joint venture company established in the PRC with

limited liability. As at the date of this announcement, Beijing Liujin is held as to 60% and 40% by Beijing Capital Investment and Beijing Zhongzhi respectively

''Beijing Zhongzhi'' Beijing Zhongzhi Dingfu Real Estate Property Development

Limited* (北京眾置鼎福房地產開發有限公司), a company

incorporated in the PRC and a direct wholly-owned subsidiary of the Company

''Board'' the board of directors of the Company

''Capital Group'' Beijing Capital Group Co., Ltd.* (北京首都創業集團有限公

司), a state-owned enterprise incorporated in the PRC on 26

October 1994 and under the direct supervision of the Beijing Municipal Government and a connected person of the Company

''Company'' Beijing Capital Land Ltd. (首創置業股份有限公司), a joint stock company incorporated under the laws of the PRC with limited liability and whose H shares are listed and traded on the main board of the Hong Kong Stock Exchange

''connected persons'' having the meaning ascribed to such term in the Listing

Rules

''Director'' the director(s) of the Company

''First Capital Injection'' the aggregate contribution of capital in the amount of

RMB700,000,000 to the registered capital of Beijing Liujin in proportion to the percentage shareholding of Beijing Capital Investment and Beijing Zhongzhi in Beijing Liujin of 60% and 40% respectively pursuant to the capital injection agreement dated 18 September 2014

''Group'' the Company and its subsidiaries

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock

Exchange

''PRC'' the People's Republic of China, which for the purpose of this announcement only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

''RMB'' Renminbi, the lawful currency of the PRC

''SASAC'' The State-owned Assets Supervision and Administration Commission of People's Government of Beijing

Municipality* (北京市人民政府國有資產監督管理委員會)

''Second Capital Injection'' the capital injection pursuant to the Agreement

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

* The English name is a translation of its Chinese name and is included for identification purposes only.

By Order of the Board

Beijing Capital Land Ltd.

Lee Sze Wai

Company Secretary

Hong Kong, 9 December 2015

The Board as of the date of this announcement comprises Mr. Wang Hao (Chairman), Mr. Tang Jun (President) and Mr. Zhang Shengli who are the Executive Directors, Mr. Liu Xiaoguang, Mr. Song Fengjing and Mr. Shen Jianping who are the Non-Executive Directors, Mr. Ng Yuk Keung, Mr. Wang Hong and Mr. Li Wang who are the Independent Non-Executive Directors.