Yuexiu Property : (1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN GUANGZHOU ZHONGJING HUIFU REAL ESTATE DEVELOPMENT CO., LTD* AND (2) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE PROPOSED DISPOSAL OF ALL OF THE ISSUED SHARES OF TALENT SKY ENTERPRISES LIMITED (in PDF)

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)

1. DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN GUANGZHOU ZHONGJING HUIFU REAL ESTATE DEVELOPMENT CO., LTD* AND
2. DISCLOSEABLE AND CONNECTED TRANSACTION

The Company is pleased to announce that, on 7 November 2016:

1. the Nansha Acquisition Seller and the Nansha Acquisition Purchaser entered into the Nansha Equity Transfer Agreement pursuant to which:

2. the Nansha Acquisition Seller agreed to sell, and the Nansha Acquisition Purchaser agreed to purchase, the entire equity interest in the Nansha Acquisition Company for a consideration of RMB1,396,247,800; and

3. the Nansha Acquisition Seller agreed, and the Nansha Acquisition Purchaser agreed to accept the assignment of, the Nansha Loan, the amount of which as at the date of this announcement was RMB1,191,752,260.39, on a dollar-for-dollar basis;

as such, the total consideration payable by the Nansha Acquisition Purchaser for the Nansha Acquisition is RMB2,588,000,060.39.

1. the Talent Sky Disposal Seller and the Talent Sky Disposal Purchaser entered into the Talent Sky SPA pursuant to which:

2. the Talent Sky Disposal Seller agreed to sell, and the Talent Sky Disposal Purchaser agreed to purchase, the Talent Sky Disposal Share for a consideration of HK$309,194,000; and

3. the Talent Sky Disposal Seller agreed to assign, and the Talent Sky Disposal Purchaser agreed to accept the assignment of, the Talent Sky Loan, the amount of which as at the date of this announcement was HK$334,963,878.20, on a dollar-for-dollar basis;

as such, the total consideration payable by the Talent Sky Disposal Purchaser for the Talent Sky Disposal is HK$644,157,878.20.

The Nansha Acquisition Completion and the Talent Sky Disposal Completion are inter-conditional and shall take place simultaneously.

Each of GZYX and YXE (being a direct wholly-owned subsidiary of GZYX) is a controlling shareholder of the Company and therefore a connected person of the Company. As such, each of the Nansha Acquisition and the Talent Sky Disposal constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

Since the Nansha Acquisition and the Talent Sky Disposal are inter-conditional, they will be regarded as one transaction involving both an acquisition and a disposal under Rule 14.24 of the Listing Rules. Accordingly, the Company will classify the transaction by reference to the percentage ratios of the Nansha Acquisition, being the larger of the percentage ratios of the Nansha Acquisition and the Talent Sky Disposal, and will comply with the applicable requirements of the Listing Rules based on such classification. As the highest applicable percentage ratio in respect of the Nansha Acquisition is more than 5% but less than 25%, the Transactions are subject to the approval of the Independent Shareholders at the GM under the Chapter 14 and Chapter 14A of the Listing Rules.

The Circular containing, among other things: (i) further information on the Transactions; (ii) a letter of recommendations from the Independent Board Committee; (iii) a letter of advice from the Independent Financial Adviser; and (iv) a notice of the GM is expected to be despatched to the Shareholders on or before 28 November 2016.

INTRODUCTION

The Company is pleased to announce that, on 7 November 2016:

1. the Nansha Acquisition Seller and the Nansha Acquisition Purchaser entered into the Nansha Equity Transfer Agreement pursuant to which:

2. the Nansha Acquisition Seller agreed to sell, and the Nansha Acquisition Purchaser agreed to purchase, the entire equity interest in the Nansha Acquisition Company for a consideration of RMB1,396,247,800; and

3. the Nansha Acquisition Seller agreed, and the Nansha Acquisition Purchaser agreed to accept the assignment of, the Nansha Loan, the amount of which as at the date of this announcement was RMB1,191,752,260.39, on a dollar-for-dollar basis;

   as such, the total consideration payable by the Nansha Acquisition Purchaser for the Nansha Acquisition is RMB2,588,000,060.39; and

4. the Talent Sky Disposal Seller and the Talent Sky Disposal Purchaser entered into the Talent Sky SPA pursuant to which:

5. the Talent Sky Disposal Seller agreed to sell, and the Talent Sky Disposal Purchaser agreed to purchase, the Talent Sky Disposal Share for a consideration of HK$309,194,000; and

6. the Talent Sky Disposal Seller agreed to assign, and the Talent Sky Disposal Purchaser agreed to accept the assignment of, the Talent Sky Loan on a dollar-for-dollar basis, the amount of which as at the date of this announcement was HK$334,963,878.20;

as such, the total consideration payable by the Talent Sky Disposal Purchaser for the Talent Sky Disposal is HK$644,157,878.20.

The Nansha Acquisition Completion and the Talent Sky Disposal Completion are inter-conditional and shall take place simultaneously.

(1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN GUANGZHOU ZHONGJING HUIFU REAL ESTATE DEVELOPMENT CO., LTD* Nansha Equity Transfer Agreement

The principal terms of the Nansha Equity Transfer Agreement are set out below:

Date

7 November 2016

Parties

The Nansha Acquisition Seller (as seller) and the Nansha Acquisition Purchaser (as purchaser)

Asset to be acquired

Pursuant to the Nansha Equity Transfer Agreement: (i) the Nansha Acquisition Seller agreed to sell, and the Nansha Acquisition Purchaser agreed to purchase, the entire equity interest in the Nansha Acquisition Company; and (ii) the Nansha Acquisition Seller agreed to assign to the Nansha Acquisition Purchaser, and the Nansha Acquisition Purchaser agreed to accept the assignment of, the Nansha Loan on a dollar-for-dollar basis.

Consideration and payment terms

The Nansha Equity Transfer Consideration of RMB1,396,247,800 shall be payable in full by the Nansha Acquisition Purchaser to the Nansha Acquisition Seller on the date of the Nansha Acquisition Completion.

As at the date of this announcement, the entire amount owing from the Nansha Acquisition Company to the Nansha Acquisition Seller is RMB1,191,752,260.39. Based on the assumption that the entire amount owing from the Nansha Acquisition Company to the Nansha Acquisition Seller as at the date of the Nansha Acquisition Completion is the same as that as at the date of this announcement, the Nansha Loan Consideration payable by the Nansha Acquisition Purchaser to the Nansha Acquisition Seller, being the amount of the Nansha Loan to be assigned, shall be RMB1,191,752,260.39. The Nansha Loan Consideration shall be paid by the Nansha Acquisition Purchaser to the Nansha Acquisition Seller in full within three Business Days of the Registration Date.