Country Garden : CONNECTED TRANSACTIONS-ASSIGNMENTS OF RIGHTS OF ASSETS

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碧 桂 園 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

On 28 September 2017, each of the Assignor Subsidiaries respectively entered into the Agreements with Elite Architectural Co. to assign to Elite Architectural Co. the rights to all income of the Subject Assets and the right to dispose of and manage the Subject Assets at the consideration totaling of RMB2,647,054,673. The Subject Assets comprise certain shops, composite buildings, parking spaces, commercial premises and/or residential premises held by the Assignor Subsidiaries respectively.

Each of the Assignor Subsidiaries is a subsidiary of the Company. Elite Architectural Co. is wholly-owned by a PRC limited liability company, the two shareholders of which are another PRC limited liability company and a PRC limited partnership enterprise each owned as to 70% by Ms. YANG Meirong, a younger sister of Mr. YEUNG Kwok Keung who is the Chairman of the Board and an executive Director. Elite Architectural Co. is therefore a majority-controlled company indirectly held by a family member of Mr. YEUNG Kwok Keung, and is thus a connected person of the Company. The Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

As some of the applicable percentage ratios of the Agreements exceed 0.1% but are below 5%, the Agreements are subject to the reporting and announcement requirements but exempted from independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

The Board announces that each of the Assignor Subsidiaries has respectively entered into the Agreements to assign the rights of certain assets of the Group to Elite Architectural Co..

28 September 2017

Assignor: (i) Shenyang Huarui Real Estate Co., Ltd.*( 瀋陽華銳置業有限公司 );

1. Shenyang Huanggu Country Garden Property Development Co., Ltd.*( 瀋陽皇姑 碧桂園房地產開發有限公司 );

2. Wuwei Country Garden Property Development Co., Ltd.*( 無為碧桂園房地產開 發有限公司 );

3. Tongcheng Country Garden Property Development Co., Ltd.*( 桐城碧桂園房地 產開發有限公司 );

4. Bozhou Runyu Property Development Co., Ltd.*( 亳州潤宇房地產開發有限公 司 );

5. Shenyang Country Garden Property Development Co., Ltd. ( 瀋陽市碧桂園房地 產開發有限公司 );

6. Haicheng Country Garden Property Development Co., Ltd.*( 海城市碧桂園房地 產開發有限公司 );

7. Shenyang Hunnan Xincheng Country Garden Property Development Co., Ltd. ( 瀋陽渾南新城碧桂園房地產開發有限公司 );

8. Weng'an Country Garden Qilong Property Development Co., Ltd.*( 甕安碧桂園 麒龍房地產開發有限公司 );

9. Shaoguan Country Garden Property Development Co., Ltd. ( 韶關市碧桂園房地 產開發有限公司 );

10. Guangzhou Country Garden Property Development Co., Ltd. ( 廣州碧桂園物業 發展有限公司 ); and

11. Shaoguan Shunhong Property Development Co., Ltd. ( 韶關市順宏房地產開發 有限公司 ), respectively.

Assignee: Elite Architectural Co.

Under each of the Agreements, the respective Assignor Subsidiary agrees to assign the following rights to Elite Architectural Co. with effect from the Assignment Date:

• the rights to all income of the Subject Assets, including (but not limited to) (1) all actual and contingent income of the Subject Assets; (2) all income generated from the leasing and operation of the Subject Assets; (3) the consideration for or proceeds from the disposal of the Subject Assets; and (4) all amounts receivable in respect of the Subject Assets arising from procedures such as petition, claim, arbitration and enforcement; and

• the right to dispose of and manage the Subject Assets, including (but not limited to) the right to determine the leasing, disposal, pledge and/or other ways of dealing with the Subject Assets.

Elite Architectural Co. shall engage the relevant Assignor Subsidiary to manage the relevant Subject Assets.

The Subject Assets are located in four different areas in the PRC which comprise: Location Description of assets

Liaoning Area*

( 遼寧區域 )

The Subject Assets located in certain development projects of the Group in

Liaoning Area have an aggregate gross floor area of 159,578.51 sq. m. which consist of shops, composite buildings and parking spaces. The shops have a gross floor area of 41,787.03 sq. m.; the composite buildings have a gross floor area of 48,649.81 sq. m.; and the parking spaces have a gross floor area of 69,141.67 sq. m.

Guangqing Area* ( 廣清區域 )

The Subject Assets located in certain development projects of the Group in Guangqing Area have an aggregate gross floor area of 80,295.23 sq. m. which consist of commercial premises, composite buildings and residential premises. The commercial premises have a gross floor area of 38,574.46 sq. m.; the composite buildings have a gross floor area of 31,497.07 sq. m.; and the residential premises have a gross floor area of 10,223.70 sq. m.

Guizhou Area* ( 貴州區域 )

The Subject Assets located in certain development projects of the Group in Guizhou Area have an aggregate gross floor area of 12,148.42 sq. m. which comprise of shops.

Anhui Area*

( 安徽區域 )

The Subject Assets located in certain development projects of the Group in Anhui Area have an aggregate gross floor area of 15,693.98 sq. m. which consist of shops and composite buildings. The shops have a gross floor area of 13,555.96 sq. m.; and the composite buildings have a gross floor area of 2,138.02 sq. m.

The book value of the Subject Assets as at 30 June 2017 was approximately RMB1,723,328,000 in aggregate.

The Subject Assets have not been leased out or sold, therefore there are no net profit/loss (before and after taxation) attributable to the Subject Assets for each of the two years ended 31 December 2015 and 31 December 2016.

The consideration for the assignment of the rights of the Subject Assets under each of the Agreements is approximately equal to the assessed market value of the respective Subject Assets. The assessed market value of the Subject Assets as at 30 June 2017 was approximately RMB2,647,055,000, which was assessed by an independent professional valuer, Foshan Tianhua Property and Real Estate Valuation Co., Ltd.*( 佛山市天華房地產與地產估價有限公司 ) using the comparison method. The aggregate amount of the considerations under the Agreements is RMB2,647,054,673.

The corresponding amount of cash consideration under each of the Agreements is payable by Elite Architectural Co. by payment to a designated bank account of the relevant Assignor Subsidiary within one working day after fulfillment (or waiver at the discretion of Elite Architectural Co.) of the following conditions precedent:

• the execution and taking effect of the corresponding Agreement;

• the relevant Assignor Subsidiary having delivered to Elite Architectural Co. the title documents of the relevant Subject Assets; and

• the relevant Assignor Subsidiary having delivered to Elite Architectural Co. certified copies of

  (1) the business licence of the Assignor Subsidiary; (2) (if the Assignor Subsidiary is a foreign investment enterprise) the latest approval certificate of the Assignor Subsidiary; (3) documents of approval and authorization of the Assignor Subsidiary for execution of the Agreement and carrying out the transactions under the Agreement in accordance with its articles of association and internal regulations; (4) all executed documents which are the basis of income of the relevant Subject Assets as of the date of the corresponding Agreement; and (5) such other documents as may be reasonably required by Elite Architectural Co. in relation to the relevant Subject Assets, the ability of the respective Assignor Subsidiary to perform and the transactions pursuant to the corresponding Agreement.

  Obligations of each of the Assignor Subsidiaries in relation to the Subject Assets

  Under each of the Agreements, the obligations of the Assignor Subsidiary in relation to the relevant Subject Assets after the Assignment Date include:

• not to lease, dispose, pledge or in any manner dealing with all or part of those Subject Assets without the prior written consent of authorisation of Elite Architectural Co.;

• entering to agreements with third parties designated by Elite Architectural Co. to lease or dispose of all or any part of those Subject Assets;

• for those Subject Assets in respect of which the title certificates may be issued, to transfer the title to Elite Architectural Co. or its designated third party;