Beijing Capital Land : CONNECTED TRANSACTIONS UNDERWRITING AGREEMENTS IN CONNECTION WITH THE ISSUE OF DOMESTIC CORPORATE BONDS

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)

Reference is made to the announcement of the Company dated 30 November 2016 and the circular of the Company dated 30 November 2016 regarding the proposed issue of Domestic Corporate Bonds.

The Board announces that on 21 September 2017, the Company entered into the Underwriting Agreements with Capital Securities (a connected person of the Company) and the Other Underwriters in relation to the Company's proposed issue of the Domestic Corporate Bonds in the PRC, with an aggregate principal amount of not more than RMB10 billion in one or more tranches to be listed for trading on the Shanghai Stock Exchange.

As at the date of this announcement, Capital Securities is an associate of Capital Group, the controlling shareholder of the Company and accordingly, Capital Securities is a connected person of the Company pursuant to the Listing Rules. Accordingly, the transactions contemplated under the Underwriting Agreements (including the payment of any underwriting commission(s)) constitute connected transactions for the Company under Chapter 14A of the Listing Rules.

As more than one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) are less than 5% but more than 0.1%, the transactions contemplated under the Underwriting Agreements will be subject to the reporting and announcement requirements but exempt from the circular (including independent financial advice) and independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Reference is made to the announcement of the Company dated 30 November 2016 and the circular of the Company dated 30 November 2016 regarding the proposed issue of the Domestic Corporate Bonds. The issue of the Domestic Corporate Bonds has been approved by the Board and the Shareholders in the general meeting of the Company held on 16 December 2016.

The Board announces that on 21 September 2017, the Company entered into the Underwriting Agreement with Capital Securities (a connected person of the Company) and the Other Underwriters, in relation to the Company's proposed issue of the Domestic Corporate Bonds with an aggregate principal amount not more than RMB10 billion in one or more tranches to be listed for trading on the Shanghai Stock Exchange.

The major terms of the Underwriting Agreements are as follows:

1. THE PUBLIC OFFERING BONDS UNDERWRITING AGREEMENT

   Date: 21 September 2017

   Parties: (1) The Company;

2. Capital Securities; and

3. the Other Underwriters

4. Capital Securities is a connected person of the Company pursuant to the Listing Rules. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, the Other Underwriters and their respective ultimate beneficial owners are independent third parties to the Company and its connected persons.

   Subject: Pursuant to the Public Offering Bonds Underwriting Agreement, the Company has engaged the Underwriters as underwriters in respect of the Company's proposed Public Offering Bonds in accordance with the terms and conditions of the Public Offering Bonds Underwriting Agreement.

   Conditions precedent: The Public Offering Bonds Underwriting Agreement is

   conditional upon satisfaction (unless otherwise waived by the Underwriters) of, various conditions precedent including but not limited to, the obtaining of requisite approvals and authorisation by the Company in connection with the Public Offering Bonds; the obtaining of all necessary approval, consents, notifications, authorisations or waiver from relevant regulatory bodies; the obtaining of credit rating of AAA by independent rating agent for the Public offering Bonds unchanged; the Company and the Underwriters having agreed on the interest rate of the Public Offering Bonds to be issued; the Company having complied with its obligations under the Public Offering Bonds Underwriting Agreement and other documents in connection with the issue of the Public Offering Bonds, and the representations and warranties provided by the Company therein remain true and accurate; and the Underwriters not being aware of circumstances which may adversely affect the Public Offering Bonds.

   Size of issue: Not more than RMB5 billion in one or more tranches to

   qualified investors

   Principal terms of the Issue price: At par and RMB100 Public Offering Bonds:

   Interest: at a fixed rate to be calculated on a simple basis (not compound basis) and to be agreed between the Underwriters and the Company

   Security: unsecured

   Maturity: not exceeding 10 years, which can either be a single maturity, or a mixed category of multiple maturities

   Use of proceeds: used to repay the existing debts of the Company in full.

   For the terms of the Public Offering Bonds, please refer to the announcement and the circular of the Company dated 30 November 2016.

   Underwriting Su bj e c t t o t h e f u l fi l m e nt o f t h e commitment: conditions precedent (or any waiver, as

   the case may be, by the Underwriters) pursua nt t o t he Publ i c Offe ri ng Bonds Underwriting Agreement, the Underwriters have agreed to jointly underwrite all the Public Offering Bonds issued by the Company. The amount of any under-subscription will be allocated to Underwriters equally.

   The aggregate amount of underwriting commission and fee payable by the Company shall be no more than RMB20,000,000.