Beijing Capital Land : DISCLOSEABLE TRANSACTION-SHARES AND SHAREHOLDER'S LOAN TRANSFER AGREEMENT

E154994A_Beijing Capital 1..6

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)

DISCLOSEABLE TRANSACTION

SHARES AND SHAREHOLDER'S LOAN TRANSFER AGREEMENT

The Board is pleased to announce that on 31 December 2015, the Agreement was entered into between (1) Grand Modest as the purchaser, (2) Rueyyuan, an indirectly wholly- owned subsidiary of the Company, as the vendor and (3) Speed Plus, pursuant to which

(i) Rueyyuan agreed to dispose of and Grand Modest agreed to acquire the Sale Shares at a consideration of US$13,600,522.27 and (ii) Rueyyuan agreed to dispose of and Grand Modest agreed to acquire the Shareholders' Loan at an aggregate consideration of US$61,731,870.23.

Prior to the Completion, (1) Speed Plus was held as to 25% by Rueyyuan; (2) Speed Plus is interested in 50% of the Project Company through its 100% interests in Opal Treasure and Fenson; (3) Capital Chaoyang, a wholly-owned subsidiary of the Company, is interested in another 50% of Project Company. Upon the Completion, the Company would not hold any interests in Speed Plus, Opal Treasure and Fenson. The Project Company would be ceased to be a subsidiary but a joint venture of the Company.

As one or more than one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) exceed 5% but are all less than 25%, the transaction constitutes a discloseable transaction for the Company and is subject to the notification and announcement requirement under Chapter 14 of the Listing Rules.

THE AGREEMENT

Date: 31 December 2015

Parties: (1) Rueyyuan as the vendor;

1. Grand Modest as the purchaser; and

2. Speed Plus.

To the best of the Directors' knowledge, information and belief after making all reasonable enquiries, Grand Modest and its ultimate beneficial owner are independent third parties not connected with the Company and its connected persons.

Consideration: (i) 25 shares in Speed Plus, representing 25% of the issued share capital of Speed Plus, at a consideration of US$13,600,522.27; and

(ii) the Shareholder's Loan at an aggregate consideration of US$61,731,870.23.

Pursuant to the Agreement, US$38,523,769.17 shall be settled by Grand Modest to Rueyyuan on the Completion Date and US$26,452,159.16 shall be settled on or before 15 January 2016 with an interest rate of 10% per annum charged during the period from the Completion Date to 15 January 2016. The remaining US$10,356,464.17 shall be settled within 3 months from the Completion Date with an interest rate of 8.375% per annum charged during this period.

The consideration was determined after arm's length negotiations between the vendor and the purchaser taking into consideration of (i) the equity valuation of Project Company and net asset value of each of Speed Plus, Opal Treasure and Fenson as at 30 November 2015; and (ii) the carrying amount of Shareholder's Loan as at 31 December 2015.

FINANCIAL INFORMATION

Speed Plus

For each of the two years ended 31 December 2013 and 2014, the loss before and after tax of Speed Plus were as follows:

For the year ended 31 December 2013 2014

(RMB'000) (RMB'000)

Unaudited Unaudited

Loss (before and after tax) - 63,528

The unaudited net asset value of Speed Plus as at 30 November 2015 was approximately RMB(129,457,000).

Prior to the Completion, (1) Speed Plus was held as to 25% by Rueyyuan; (2) Speed Plus is interested in 50% of the Project Company through its 100% interests in Opal Treasure and Fenson; (3) Capital Chaoyang, a wholly-owned subsidiary of the Company, is interested in another 50% of Project Company.

Opal Treasure

Opal Treasure is an investment holding company incorporated under the laws of BVI on 28 April 2011 with limited liability. Opal Treasure holds 100% of the issued share capital of Fenson.

The unaudited net asset value of Opal Treasure as at 30 November 2015 was approximately RMB(27,000). The unaudited loss (both before and after tax) were approximately RMB0 and RMB4,000 for the financial year ended 31 December 2013 and 31 December 2014 respectively.

Fenson

Fenson is an investment holding company incorporated under the laws of Hong Kong on 21 March 2011 with limited liability. Fenson holds 50% interest in Project Company. The remaining 50% interest in Project Company is held by Capital Chaoyang.

The unaudited net asset value of Fenson as at 30 November 2015 was approximately RMB(61,060,000). The unaudited loss (both before and after tax) were approximately RMB0 and RMB608,000 for the financial year ended 31 December 2013 and 31 December 2014 respectively.

Project Company

Project Company is a limited liability company incorporated under the laws of the PRC on 28 June 2013 and is principally engaged in property development. For each of the two years ended 31 December 2013 and 2014, the audited loss before and after tax of Project Company were as follows:

For the year ended 31 December 2013 2014

(RMB'000) (RMB'000)

Loss before tax 9,402 3,273

Loss after tax 7,051 2,454

The audited net asset value and equity valuation of Project Company as at 30 November 2015 was approximately RMB2,407,817,000 and RMB3,401,011,000 respectively.

Project Company has entered into a contract for state-owned construction land use right assignment with Beijing Municipal Bureau of Land and Resources on March 2013 in respect of the land plot No. F-02 located at Li Ze Financial Business District, Fengtai District, Beijing, the PRC (the ''Project''). The Project is planned for the construction of office buildings and retail mall with total above the ground gross floor area of approximately 196,085 square meters and the construction is expected to be completed in 2017. Upon the Completion, the Company would not hold any interests in Speed Plus, Opal Treasure and Fenson. The Project Company would be ceased to be a subsidiary but a joint venture of the Company. Pursuant to the Agreement, the board of directors of the Project Company will comprise four members, in which two directors shall be nominated by Fenson and two directors shall be nominated by Capital Chaoyang.

USE OF PROCEEDS AND FINANCIAL EFFECT OF THE TRANSACTION

It is the current intention of the Company that the proceeds arising from the Transaction shall be used by the Company as general working capital. It is expected the Company will record a unaudited gain of approximately RMB138,000,000 from the Transaction.

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.

Rueyyuan

Rueyyuan is a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company.

Speed Plus

Speed Plus is an investment holding company incorporated under the laws of BVI on 24 May 2011 with limited liability. Prior to Completion, Rueyyuan is interested in 25% of issued shares of Speed Plus.

Grand Modest

Grand Modest is a company incorporated in the BVI with limited liability and the principal business activity of Grand Modest is investment holding. Grand Modest and its ultimate beneficial owner are independent third parties not connected with the Company and its connected persons.

REASONS AND BENEFITS OF THE TRANSACTION

The Directors consider that the Transaction enables the Company to speed up the turnover cycle of the Company's assets, increases liquidity and raise the effectiveness for use of capital, which allow the Group to develop its strengths on international collaboration, financing and business resource integration. Besides, upon completion of the Transaction, the Company will share operational risks with the cooperation partners, which will effectively reduce the market risks of the Project.

The Directors are of the view that the Agreement was entered into on normal commercial terms, and the terms and conditions therein are fair and reasonable and in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more than one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) exceed 5% but are all less than 25%, the transaction constitutes a discloseable transaction for the Company and is subject to the notification and announcement requirement under Chapter 14 of the Listing Rules.