CES: Rule 3.7 of the Takeovers Code and Rule 13.09 of the Listing Rules and Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance; and Resumption of Trading

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29l04l2016 General Announc:ement: :Announc:ement by SUbsidary Canpany, City e-Solulions Limited

General Announcement::Announcement by Subsidiary Company,City e-Solutions Limited

Issuer & Securities

Issuer/ Manager	CITY DEVELOPMENTS LIMITED
Securities	CITY DEVELOPMENTS LIMITED - SG1R89002252 - C09
Stapled Security	No

Announcement Details

Announcement Trtle	General Announcement
Date & Time of Broadcast	29-Apr-2016 22:40:00
Status	New
Announcement Sub Trtle	Announcement by Subsidiary Company,City e-Solutions Limited
Announcement Reference	SG1604290THRQZHX
Submitted By (CoJInd.Name)	Enid Ling Peek Fong
Designation	Company Secretary
Description (Please provide a detailed description of the event in the box below}	Please refer to the attached announcement released by City e-Solutions Limited ( cEs·) on 29 April 2016 regarding the Announcement pursuant to Rule 3.7 of the Takeovers Code and Rule 13.09 of the Listing Rules and Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance and Resumption of Trading. Further to City Developments Limited's ("CDL" or the "Company'') announcement on 15 April 2016 regarding inter alia possible disposal of shareholdings in CES by the controlling shareholder,the Company had, through its wholly-owned subsidiaries namely eMpire Investments Limited, Citydev Investments Pte. Ltd. and Educado Company Limited (collectively,the "CDL Subsidiaries•), on 27 April 2016 entered into a memorandum of understanding with an unrelated third party (the "Potential Purchaser"), which was superseded by an amended and restated memorandum rMOU") entered into between the same parties on 29 April 2016. The MOU contemplates a possible sale by the CDL Subsidiaries of all the shares held by the CDL Subsidiaries in CES, comprising an aggregate of 200,854,743 shares (•Sale Shares") and representing approximately 52.52% of the issued share capital of CES as at the date of this announcement for a consideration of HK$2.82 per Sale Share. In addition, the Company was informed that the Potential Purchaser has (i) paid a deposit of HK$57 ,880,217, which is refundable under certain circumstances; and (ii) been granted an exclusivity period of 45 days from 27 April 2016, which may be extended by 15 days at either the discretion of the CDL Subsidiaries or the Potential Purchaser or such later date as the parties may agree in writing. The proposed sale of CDL Subsidiaries' interest in CES is subject to agreement on terms and conditions to be set out in a formal agreement to be entered between the Potential Purchaser and the CDL Subsidiaries. A further announcement will be made by the Company when the formal agreement is entered into by the CDL Subsidiaries. By Order of the Board Shufen Loh @ Catherine Shufen Loh Enid Ling Peek Fong Company Secretaries
Attachments	@cES 04292016.pdf Total size =37K

29l04l2016 General Announc:ement: :Announc:ement by SUbsidary Canpany, City e-Solulions Limited

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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.

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

City e-Solutions Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 557) ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE AND RULE 13.09 OF THE LISTING RULES AND INSIDE INFORMATION PROVISIONS UNDER PART XIVA OF THE SECURITIES AND FUTURES ORDINANCE AND RESUMPTION OF TRADING

This announcement is made by City e-Solutions Limited (the "Company") pursuant to Rule 3.7 of the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs (the "Takeovers Code") and Rule 13.09 of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

EXECUTION OF MEMORANDUMS OF UNDERSTANDING

Reference is made to the announcement of the Company in relation to a possible offer for the issued shares of the Company (the "Shares") dated 15 April 2016. The Company was informed by Citydev Investments Pte. Ltd., Educado Company Limited and eMpire Investments Limited (which are subsidiaries of City Developments Limited) (collectively, the "CDL Subsidiaries") that the CDL Subsidiaries entered into a memorandum of understanding with a third party (the "Potential Purchaser") on 27 April 2016 (after trading hours) which was superseded by an amended and restated memorandum of understanding (the "MOU") entered into between the same parties on 29 April 2016. To the best of the knowledge, information and belief of the directors of the Company having made reasonable enquiry, the Potential Purchaser is

a third party independent of the Company and connected persons (as defined in the Listing Rules) of the Company. The MOU contemplates a possible sale by the CDL Subsidiaries of all the Shares held by the CDL Subsidiaries comprising an aggregate of 200,854,743 Shares (the "Sale Shares"), and representing approximately 52.52% of the issued share capital of the Company as at the date of this announcement for a consideration of HK$2.82 per Sale Share (the "Possible Transaction"). In addition, the Company was informed that the Potential Purchaser has (i) paid a deposit of HK$57,880,217, which is refundable under certain circumstances; and (ii) been granted an exclusivity period of 45 days from 27 April 2016, which may be extended by 15 days at either the discretion of the CDL Subsidiaries or the Potential Purchaser or such later date as the parties may agree in writing.

The Possible Transaction, if it materialises, may lead to a change in control of the Company and will then give rise to an obligation on the part of the Potential Purchaser (and any parties acting in concert with it) to make a mandatory unconditional general offer for all the Shares (other than those already owned or agreed to be acquired by the Potential Purchaser or parties acting in concert with it) under Rule 26.1 of the Takeovers Code.

The MOU does not legally bind the CDL Subsidiaries or the Potential Purchaser to proceed with the Possible Transaction. No formal and legally binding sale and purchase agreement has been entered into in respect of the Possible Transaction as at the date of this announcement and there is no assurance that a binding sale and purchase agreement will be entered. The discussions are still in progress and the Possible Transaction may or may not proceed.

In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of the aforesaid discussions will be made until the announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and the Takeovers Code (as the case may be).

DEALING DISCLOSURE

In compliance with Rule 3.8 of the Takeovers Code, the relevant securities of the Company comprised 382,449,524 Shares in issue as at the date of this announcement. Save for the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date hereof.