China Overseas Land & Investment : Announcements and Notices - Connected Transaction and Continuing Connected Transactions with China Overseas Property Holdings Limited (including Disposal of Target Company)

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.

(Incorporated in Hong Kong with limited liability)

On 20 October 2017, the Sellers, wholly owned subsidiaries of the Company, and the Purchaser, a wholly owned subsidiary of COPL, entered into the Sale and Purchase Agreement, pursuant to which the Sellers conditionally agreed to sell and the Purchaser conditionally agreed to purchase the entire equity interests of the Target Company for a cash consideration of RMB190.0 million (equivalent to approximately HK$223.5 million). The Target Group is principally engaged in property management businesses in Mainland China.

On 20 October 2017, the Company and COPL entered into the Target Services Agreement in relation to the Services to be provided by the Target Group to the Group after the Disposal.

On 20 October 2017, the Company and COPL entered into the Prevailing Services Agreement to increase the caps for the transactions under the Previous Services Agreements and renew the transactions thereunder.

CSCEC is the ultimate holding company of the Company. COHL, a non-wholly owned subsidiary of CSCEC, is the controlling shareholder of each of COPL and the Company. Therefore, the Purchaser, a wholly owned subsidiary of COPL, is a connected person of the Company and the Disposal constitutes a connected transaction for the Company.

As the highest applicable percentage ratio for the Company in respect of the Disposal is 0.1% or more but is less than 5%, the Disposal is subject to the reporting and announcement requirements but is exempt from independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

As members of COPL Group are connected persons of the Company, the transactions under the (i) Target Services Agreement and (ii) Prevailing Services Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios for the (i) Target Services Caps and (ii) Prevailing Services Caps, when aggregated, are 0.1% or more but are less than 5% on an annual basis, the transactions contemplated under the (i) Target Services Agreement and (ii) Prevailing Services Agreement are subject to reporting and announcement requirements but are exempt from independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

On 20 October 2017, the Sellers, wholly owned subsidiaries of the Company, and the Purchaser, a wholly owned subsidiary of COPL, entered into the Sale and Purchase Agreement, pursuant to which the Sellers conditionally agreed to sell and the Purchaser conditionally agreed to purchase the entire equity interests of the Target Company for a cash consideration of RMB190.0 million (equivalent to approximately HK$223.5 million). The Target Group is principally engaged in property management businesses in Mainland China.

20 October 2017

1. the Purchaser, as buyer of the Target Equity; and

2. Seller A, as seller of 95% of the Target Equity; and

3. Seller B, as seller of 5% of the Target Equity.

The Target Equity, representing the entire equity interests of the Target Company.

The Consideration under the Sale and Purchase Agreement shall be in the total amount of RMB190.0 million (equivalent to approximately HK$223.5 million), of which RMB180.5 million (equivalent to approximately HK$212.4 million) shall be paid to Seller A and RMB9.5 million (equivalent to approximately HK$11.2 million) shall be paid to Seller B.

The Consideration was determined after arm's length negotiations between the Purchaser and the Sellers having taking into account, amongst other things, the historical financial performance of the Target Group and the financial position of the Target Group, the original acquisition and investment cost of the Target Group by the Group and the future prospects of the Target Group with reference to the Target Group's track record to provide property management service and the Target Group's existing volume of property management contract portfolio under the Target Group's management.

The Directors consider that the Consideration is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Consideration shall be payable in RMB in cash according to the following schedule:

1. RMB152.0 million (equivalent to approximately HK$178.8 million), representing 80% of the Consideration, of which RMB144.4 million (equivalent to approximately HK$169.9 million) shall be paid to Seller A and RMB7.6 million (equivalent to approximately HK$8.9 million) shall be paid to Seller B, within 3 days from the date of Completion; and

2. RMB38.0 million (equivalent to approximately HK$44.7 million), representing 20% of the Consideration, of which RMB36.1 million (equivalent to approximately HK$42.5 million) shall be paid to Seller A and RMB1.9 million (equivalent to approximately HK$2.2 million) shall be paid to Seller B, within 15 working days from either (i) the date of registration of change of shareholders

of the Target Company with the Industry and Commerce Administration Authority or (ii) the date on which the Target Group agrees with the Sellers' related parties on the settlement of the amounts/loans due to/from the Sellers' related parties, whichever is later.

Completion is subject to the following conditions being satisfied (or waived) on or before the Longstop Date:

1. the Disposal having been approved by the shareholders of the Target Company at its shareholders' meeting;

2. the Sale and Purchase Agreement and the Disposal having been approved by the Sellers in accordance with the Sellers' internal procedures;

3. the Sale and Purchase Agreement and the Disposal having been approved by the Purchaser in accordance with the Purchaser's internal procedures;

4. the undertakings and warranties given by the Purchaser being true, accurate, complete and do not contain any omissions that may be materially misleading;

5. the undertakings and warranties given by the Sellers being true, accurate, complete and do not contain any omissions that may be materially misleading;

6. COPL having satisfied all its obligations in accordance with the requirements of the Listing Rules (including obtaining COPL's independent shareholders' approval for the Sale and Purchase Agreement and the transactions contemplated thereunder at COPL's general meeting); and

7. all necessary approvals, consent, authorisations, registration and filings with regards to the Disposal from the competent government, securities regulatory authorities or institutions as required by the laws of Mainland China (including relevant approvals and filings for transfer of state-owned assets) having been obtained and remaining valid.

Conditions (a), (b) and (e) above may be waived by the Purchaser and conditions (c) and (d) above may be waived by the Sellers. Conditions (f) and (g) above may not be waived.

The Sellers undertake to the Purchaser to submit a written application for the change of shareholders of the Target Company with the Industry and Commerce Administration Authority within 3 working days from the date of fulfillment (or waiver, if applicable) of all the conditions precedent of the Sale and Purchase Agreement.