China Evergrande : DISCLOSEABLE TRANSACTION

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CHINA EVERGRANDE GROUP

中 國 恒 大 集 團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3333)

DISCLOSEABLE TRANSACTION

On 12 May 2017, Hengda Real Estate, a subsidiary of the Company, its related subsidiaries and the Project Companies entered into 10 Project Agreements with the Fund Manager, pursuant to which, the Fund will invest a total of approximately RMB10.85 billion in relevant projects being co- developed by respective Project Companies and the Group.

The investments constitute a deemed disposal of the Company under Chapter 14 of the Listing Rules. As the Project Agreements are entered into by the Fund Manager with investments made by the Fund, the Project Agreements shall be aggregated under Rule 14.22 of the Listing Rules. As the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the investments are more than 5% but less than 25%, the investments constitute a discloseable transaction for the Company and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

On 12 May 2017, Hengda Real Estate, a subsidiary of the Company, its related subsidiaries and the Project Companies entered into 10 Project Agreements with the Fund Manager, pursuant to which, the Fund will invest a total of approximately RMB10.85 billion in relevant projects being co-developed by respective Project Companies and the Group.

THE INVESTMENTS

1. Chongqing Coronation Project Agreement

   Date

   12 May 2017

   Parties

2. CIF (Shenzhen) Equity Investment Fund Management Co., Ltd. (信銀(深圳)股權投資基金管 理有限公司) (on behalf of Xinheng No. 1 Stable Contractual Fund (信恒穩健壹號契約型基 金))

3. Champion Glory Holdings Limited, Champion Globe Limited and Champion King Investments Limited (subsidiaries of the Group)

4. Hengda Real Estate Group Company Limited

5. Jianzhi (Chongqing) Real Estate Company Limited (重慶尖置房地產有限公司)

   Investments to be made by the Fund

   Pursuant to the terms under the agreement, the Fund will invest RMB1,618,150,700 in Jianzhi (Chongqing) Real Estate Company Limited, representing 30.95% of the enlarged share capital of the Project Company upon completion of the capital injection. The Group will continue to hold the remaining 69.05% equity interest in the Project Company.

   Shareholder's loan

   Apart from the capital investment, pursuant to the arrangement made by the Fund and the Group in relation to project investment, the Fund will provide a shareholder's loan of RMB1,618,150,700 to the Project Company by means of entrusted loan.

   The capital injected and the shareholder's loan will be utilised for the development and construction of the land of the project and other purposes as agreed by the parties.

   Particulars of the project

   Chongqing Jianzhi Project is located at No. 1 Zhongxin Section and Qiaobei Village, Huaxin Street Jiedao, Jiangbei District, Chongqing (重慶市江北區華新街街道橋北村及中興段1號).

   Currently, the total planned gross floor area (GFA) is approximately 1,340,000 square meters (with above ground GFA of 1,000,000 square meters), of which approximately 450,000 square meters have been completed, approximately 360,000 square meters are under construction and approximately 530,000 square meters are to be developed (with above ground GFA of 440,000 square meters and underground GFA of 90,000 square meters). Properties to be constructed under

   the project plan include super high-rise residential buildings, high-rise buildings, multi-storey and small high-rise residential buildings, apartments, commercial buildings and other ancillary facilities. The main purpose of introducing the Fund as a cooperative partner for co-development is to provide sufficient capital support for the development of the project. The parties have determined the transaction price based on the value of the company through negotiation.

   Based on the financial statements of the Project Company, the financial results of the Project Company for the two years ended 31 December 2015 and 2016 are set out below:

   For the year ended 31 December

   2015 (audited) RMB	2016 (unaudited) RMB
   Net profit before tax	58,461,269.52	6,710,245.08
   Net profit after tax	58,461,269.52	340,723.29
   As at 31 December	2016,	the	unaudited	net	asset of the Project	Company was

   RMB5,181,496,077.74.

   Upon completion of the investment, the actual shareholding of the Group in the Project Company will be diluted from 100% to approximately 69.05%. The Project Company will continue to be a non-wholly owned subsidiary of the Company, and its financial results, assets, liabilities and cash flow will continue to be accounted for in the consolidated financial statements of the Company.

6. Chengdu Central Plaza Project Agreement

   Date

   12 May 2017

   Parties

7. CIF (Shenzhen) Equity Investment Fund Management Co., Ltd. (on behalf of Xinheng No. 1 Stable Contractual Fund)

8. Linzhi Evergrande Tourism Development Co., Ltd. (林芝恒大旅遊發展有限公司) (a subsidiary of the Group)

9. Hengda Real Estate Group Company Limited

10. Chengdu Evergrande Xindongcheng Real Estate Co., Ltd. (成都恒大新東城置業有限公司)

Investments to be made by the Fund

Pursuant to the terms under the agreement, the Fund will invest RMB600,000,000 in Chengdu Evergrande Xindongcheng Real Estate Co., Ltd., representing 37.04% of the enlarged share capital of the Project Company upon completion of the capital injection. The Group will continue to hold the remaining 62.96% equity interest in the Project Company.

Shareholder's loan

Apart from the capital investment, pursuant to the arrangement made by the Fund and the Group in relation to project investment, the Fund will provide a shareholder's loan of RMB600,000,000 to the Project Company by means of entrusted loan.

The capital injected and the shareholder's loan will be utilised for the development and construction of the land of the project and other purposes as agreed by the parties.

Particulars of the project

Chengdu Central Plaza Project is located at Chuanmianchang Living Zone, Chenghua District, Chengdu (成都市成華區川棉廠生活區). Currently, the total planned gross floor area (GFA) is

approximately 430,000 square meters (with above ground GFA of 360,000 square meters), of which approximately 170,000 square meters have been completed, approximately 190,000 square meters are under construction and approximately 130,000 square meters are to be developed. Properties to be constructed under project plan include high-rise residential buildings, apartments, commercial buildings and other ancillary facilities. The main purpose of introducing the Fund as a cooperative partner for co-development is to provide sufficient capital support for the development of the project. The parties have determined the transaction price based on the value of the company through negotiation.

Based on the financial statements of the Project Company, the financial results of the Project Company for the two years ended 31 December 2015 and 2016 are set out below:

For the year ended 31 December

2015 2016

(audited) (unaudited)

RMB RMB

Net profit before tax	64,811,538.38	(133,093,778.31)
Net profit after tax	48,608,653.78	(137,965,965.62)

As at 31 December 2016, the unaudited net asset of the Project Company was RMB1,504,901,330.94.