If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Beijing Capital Land Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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

(Stock Code: 2868)
  1. CONTINUING CONNECTED TRANSACTIONS AND
  2. NOTICE OF EGM
Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.

A letter from the Board is set out on pages 4 to 12 of this circular. A letter from the Independent Board Committee containing its recommendation in respect of the Supplemental Agreement and its proposed Annual Caps is set out on page 13 of this circular. A letter from the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement and its proposed Annual Caps is set out on pages 14 to 30 of this circular.

A notice convening the EGM to be held at 9:00 a.m. on Monday, 22 May 2017 at F17, Red Goldage, No. 2, Guang Ning Bo Street, Beijing, PRC, together with the reply slip and form of proxy are also enclosed herein.

Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed reply slip and form of proxy in accordance with the instructions printed thereon as soon as possible, but in any event not later than 5:00 p.m. on Sunday, 14 May 2017 for the reply slip and not later than 24 hours before the respective time appointed for holding the EGM or any adjournment thereof for the form of proxy. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned meetings thereof should you so desire and in such event, the relevant form(s) of proxy shall be deemed to be revoked. Shareholders who intend to attend the meetings in person or by proxy should complete and return the reply slip in accordance with the instructions printed thereon on or before Sunday, 14 May 2017.

4 May 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . . 13 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . . 14 APPENDIX I - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1 NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM-1

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"Announcement" the announcement of the Company dated 20 February 2017 in relation to, among others, the Supplemental Agreement (including the proposed Annual Caps)

"Annual Caps" the proposed annual caps for the maximum daily balance of the Entrusted Assets and the Performance Fees payable by the Company to Capital Securities pursuant to the Supplemental Agreement as set out in the section headed "Proposed Annual Caps and Basis" in the "Letter from the Board" in this circular

"Asset Management Agreement" the asset management agreement dated 10 February 2017

entered into between the Company, Capital Securities and the Custodian Bank in relation to, among others, the provision of asset management and investment services by Capital Securities to the Company

"Board" the board of Directors

"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, the controlling shareholder of the Company and a connected person of the Company

"Capital Securities" Capital Securities Co., Ltd.* (首創證券有限責任公司), a company established in the PRC with limited liability and a subsidiary of Capital Group

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

"Custodian Bank" Bank of Communications Corporation Limited (Beijing Branch) (交通銀行股份有限公司北京市分行)

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

"EGM" the extraordinary general meeting of the Company to be held at 9:00 a.m. on Monday, 22 May 2017 at F17, Red Glodage, No. 2, Guang Ning Bo Street, Beijing, PRC for the purpose of approving the Supplemental Agreement and its proposed Annual Caps

1

"Entrusted Assets" the cash amount to be deposited in the Company's custodian account in the Custodian Bank, which is an amount up to not more than RMB2,000,000,000 pursuant to the Supplemental Agreement

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Independent Board Committee" the independent committee of the Board comprising all the

independent non-executive Directors, namely Mr. Wang Hong, Mr. Li Wang and Mr. Wong Yik Chung, John which has been established to advise the Independent Shareholders on the Supplemental Agreement and its proposed Annual Caps

"Independent Financial Adviser" Nuada Limited, a licensed corporation under the SFO to

carry out type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement and its proposed Annual Caps

"Independent Shareholder(s)" the Shareholder(s), other than (i) Capital Group and its

associates and (ii) those who have a material interest in the Supplemental Agreement and the transactions contemplated thereunder

"Latest Practicable Date" 2 May 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information in this circular

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Performance Fee(s)" the performance fee(s) (if any) payable by the Company to Capital Securities pursuant to the Asset Management Agreement

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

"RMB" Renminbi, the lawful currency of the PRC

2

Beijing Capital Land Limited published this content on 04 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 04 May 2017 12:19:21 UTC.

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