Modern Land china : Discloseable Transaction in Relation to Acquisition of 100% Equity Interest in a PRC Company Holding a Land Parcel in Wuxi

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當代置 業（中國 ）有限公司

(Incorporated in the Cayman Islands with limited liability)

The Board is pleased to announce that on 16 August 2017, Sushen Lvse (an indirect wholly-owned subsidiary of the Company) (as purchaser) entered into the Equity Transfer and Debt Settlement Agreement with the Vendors, whereby Sushen Lvse has conditionally agreed to acquire 100% equity interest of the Target Company from the Vendors at the Consideration of approximately RMB469,000,000.

Upon completion of the Acquisition, the Target Company will become an indirect wholly-owned subsidiary of the Company.

As one or more of the applicable percentage ratios set out in the Listing Rules in respect of the Acquisition under the Equity Transfer and Debt Settlement Agreement is/are more than 5% but less than 25%, the entering into of the Equity Transfer and Debt Settlement Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

The Board is pleased to announce that on 16 August 2017, Sushen Lvse (an indirect wholly-owned subsidiary of the Company) (as purchaser) entered into the Equity Transfer and Debt Settlement Agreement with the Vendors, whereby Sushen Lvse has conditionally agreed to acquire 100% equity interest of the Target Company from the Vendors at the Consideration of approximately RMB469,000,000.

The salient terms of the Equity Transfer and Debt Settlement Agreement are set out as follows:

16 August 2017

1. Sushen Lvse (an indirect wholly-owned subsidiary of the Company);

2. Vendor I; and

3. Vendor II

   To the best knowledge, information and belief of the Board and after making all reasonable enquiries, each of Vendor I, Vendor II and its ultimate beneficial owner(s) are Independent Third Parties.

   Subject assets to be acquired

   As at the date of this announcement, the Target Company had a registered capital of RMB20,000,000, which was fully paid up. The entire equity interest of the Target Company was held as to 78% and 22% by Vendor I and Vendor II, respectively.

   Pursuant to the terms of the Equity Transfer and Debt Settlement Agreement, Sushen Lvse has conditionally agreed to acquire 100% equity interest of the Target Company from the Vendors at the Consideration of approximately RMB469,000,000.

   The Target Company holds the Land with the total site area of 92,610 square metres, which is planned for residential use and will be developed in two phases. The first phase development (the "First-phase Development") covers 61,570 square meters and the estimated GFA will be approximately 75,580 square metres. The second phase development (the "Second-phase Development") covers 31,040 square meters and the estimated GFA will be approximately 50,221 square metres.

   Consideration

   The aggregate Consideration payable by Sushen Lvse for the Acquisition is approximately RMB469,000,000. The Consideration was agreed after arm's length negotiations among the parties to the Equity Transfer and Debt Settlement Agreement on normal commercial terms with reference to, among other things, the market value and the future development potential of the Land and taking into account the outstanding loans, project fees and other expenses of the Target Company and the sales progress of the completed residential properties of the First-phase Development.

   The Consideration will be payable by Sushen Lvse in cash as described below:

   The first installment

   Within two Business Days from the date of the Equity Transfer and Debt Settlement Agreement, Sushen Lvse shall inject RMB30,000,000 into the Target Company as registered capital, representing 60% of the enlarged registered capital of the Target Company (the "Capital Increase"). The said RMB30,000,000 shall be paid to a bank account (the "Joint Account") jointly set up by Sushen Lvse and the Vendors, which shall be used for the settlement of the project fees owed by the Target Company. Necessary registration shall be made with the relevant administration of industry and commerce for the Capital Increase.

   Upon completion of the Capital Increase, the registered capital of the Target Company will be RMB50,000,000, and held as to 31.2%, 8.8% and 60% by Vendor I, Vendor II and Sushen Lvse, respectively. The legal representative and senior management personnel shall be appointed by Sushen Lvse.

   The second installment

4. Within 15 Business Days from the date of the Equity Transfer and Debt Settlement Agreement, Sushen Lvse shall pay RMB140,000,000 to the Joint Account for the settlement of the loan owed to a bank.

5. The second installment shall be released from the Joint Account within 5 Business Days upon satisfaction of certain release conditions as specified in the Equity Transfer and Debt Settlement Agreement.

The third installment

Within 25 Business Days from the completion date of the Capital Increase, Vendor I shall transfer its 31.2% equity interest in the Target Company to Sushen Lvse and complete the registration procedures with the relevant administration of industry and commerce. Sushen Lvse shall pay RMB15,600,000 for such transfer upon satisfaction of certain release conditions as specified in the Equity Transfer and Debt Settlement Agreement.

The fourth installment

1. Within 60 Business Days from the completion date of the Capital Increase, Sushen Lvse shall pay RMB8,800,000 to the Joint Account to settle part of the project fees owed by the Target Company.

2. Upon completion of the Capital Increase and the satisfaction of the condition that the sales of the residential sale area reaches 30% and the corresponding contracted return payment reaches 80% for the First-phase Development, Sushen Lvse shall pay approximately RMB55,570,000 to the Joint Account to settle part of the project fees owed by the Target Company.

3. Within 30 Business Days from the completion date of the Capital Increase, Sushen Lvse shall pay RMB6,000,000 to the Joint Account for the arrangement of the existing personnel of the Target Company, and settle the expenses with regard to termination or compensation for breach of the existing contracts of the Target Company.

4. Upon completion of the Capital Increase and within 10 days from the date of satisfaction of the condition that the sales of the residential sale area reaches 30% and the corresponding contracted return payment reaches 80% for the First-phase Development, Sushen Lvse shall pay RMB27,930,000 to the Joint Account for the settlement of the loans provided by Vendor II.

5. Within 15 Business Days from the completion of the Capital Increase, Sushen Lvse shall pay RMB13,000,000 to the Joint Account for the settlement of the loans provided by two individuals, who are Independent Third Parties.

6. Within 10 Business Days from the completion date of the Capital Increase, Sushen Lvse shall pay approximately RMB58,200,000 to the Joint Account for the settlement of the loan provided by an individual, who is an Independent Third Party.

7. Upon completion of the Capital Increase, Sushen Lvse shall pay approximately RMB39,500,000 to the Joint Account for the settlement of the loan provided by an entity (the "Independent Entity"), which is an Independent Third Party, subject to satisfaction of certain release conditions as specified in the Equity Transfer and Debt Settlement Agreement.

The fifth installment

Within 30 days from the satisfaction of the condition that the sales of the residential sale area reaches 90% and the corresponding contracted return payment reaches 80% for the First-phase Development, the 8.8% equity interest of the Target Company of Vendor II shall be transferred to Sushen Lvse and the registration procedures with the relevant administration of industry and commerce shall be completed. Upon the completion of the registration procedures with the relevant administration of industry and commerce and Sushen Lvse holding 100% equity interest of the Target Company, Sushen Lvse shall pay RMB4,400,000 to Vendor II.