Beijing Capital Land : CONTINUING CONNECTED TRANSACTIONS RELATING TO THE ASSET MANAGEMENT AGREEMENT

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)

As none of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) exceed 5%, the Transaction is only subject to the reporting, annual review and announcement requirements but is exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

The Board is pleased to announce that on 10 February 2017, the Company, Capital Securities and the Custodian Bank entered into the Asset Management Agreement, pursuant to which, among others, Capital Securities shall manage and invest the Entrusted Assets of the Company for a term of three years commencing from the Initial Date.

1. the Company;
2. Capital Securities (as manager); and
3. the Custodian Bank (as trustee).

Asset Management and Investment Services

1. Capital Securities shall obtain written approval from the Company prior to investment in any securities issued by Capital Securities or its associates;
2. credit rating of each short-term bond to be purchased should be a-1 or above;
3. credit rating of each corporate bond and/or medium-term note to be purchased should be AA or above; and
4. the investment activities carried out by Capital Securities shall comply with all applicable laws and regulations or any other restriction(s) from the relevant government authorities or bodies.

Asset Custody Services

The Custodian Bank will charge a custodian fee, on an annual basis and upon the termination of the Asset Management Agreement, in respect of the Entrusted Assets under its custody based on 0.04% of the net asset value of the Entrusted Assets on the day prior to the payment of the custodian fee.

1. the Asset Management Agreement not having been renewed by all the contractual parties upon its expiry;
2. by the consent of all the contractual parties;
3. the cancellation of the relevant qualification of Capital Securities for carrying out investment and management activities;
4. Capital Securities having been dissolved, revoked or declared bankrupt by law;
5. the cancellation of the relevant qualification of the Custodian Bank for providing asset custody services;
6. the Custodian Bank having been dissolved, revoked or declared bankrupt by law;
7. the Company's securities account(s), custodian account(s), management account(s) or any other investment account(s) under the Asset Management Agreement having been seized or frozen by the relevant authorities;
8. the Company having set up any kind of guarantee or other forms of restrictions of rights for the Company's securities account(s), custodian account(s), management account(s) or any other investment account(s) under the Asset Management Agreement; or
9. any other circumstances as required by applicable laws and regulations.

Upon termination of the Asset Management Agreement, the Entrusted Assets in all investment accounts shall be cleared and settled. The remaining investment amount deposited in all investment account(s) in Capital Securities and/or any other third parties shall be deposited in the Company's custodian account in the Custodian Bank. The Custodian Bank shall then return the amount to the Company upon the settlement of all liabilities in relation to the investment activities of the Entrusted Assets.

In determining the proposed Annual Caps, the Company has taken into account the following factors:

1. the projected investment return of the Entrusted Assets compared with the amount of return that could otherwise be obtained by other means of investment;
2. the expected annual investment return of the Entrusted Assets, which is expected to be no more than 10% annually;
3. the amount of performance fees (including the benchmark of investment return of the Entrusted Assets) to Capital Securities compared with such fees that could otherwise be charged by independent securities companies for asset management and investment services of similar nature and amount; and
4. the benefit to the Group and the Shareholders as a whole.