Yuexiu Property : CONNECTED TRANSACTION IN RELATION TO THE ...

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)

The Company is pleased to announce that on 26 June 2017, the Vendor and the Purchaser entered into the Sale and Purchase Agreement, pursuant to which, the Vendor agreed to sell, and the Purchaser agreed to purchase, the Target Commercial Properties for a total consideration of RMB448,007,700.

The Purchaser is a wholly-owned subsidiary of GZYX, the controlling shareholder of the Company, and is therefore a connected person of the Company. As such, the Disposal constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio (as calculated in accordance with Rule

14.07 of the Listing Rules) of the Disposal exceeds 0.1% but is less than 5%, the Disposal is subject to the reporting and announcement requirements but is exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

As none of the Directors had a material interest in the Disposal, no Director has abstained from voting on the relevant board resolutions of the Company.

The Company is pleased to announce that on 26 June 2017, the Vendor and the Purchaser entered into the Sale and Purchase Agreement, pursuant to which, the Vendor agreed to sell, and the Purchaser agreed to purchase, the Target Commercial Properties for a total consideration of RMB448,007,700.

Date: 26 June 2017

Vendor: Guangzhou Yuehui Property Development Limited* Purchaser: Guangzhou Yuexiu Development Group Limited*

Pursuant to the Sale and Purchase Agreement, the Vendor agreed to sell and the Purchaser agreed to purchase the Target Commercial Properties for a total consideration of RMB448,007,700 (the "Purchase Price"). The Target Commercial Properties are for commercial use and have a total gross floor area of approximately 11,230.98 square metres. The Target Commercial Properties are owned by the Vendor as at the date of the announcement. Based on the valuation conducted by the Independent Property Valuer, the market value of the Target Commercial Properties ranged from the lowest unit rate of approximately RMB18,984 per square metre to the highest unit rate of approximately RMB 93,097 per square metre.

The Target Commercial Properties are sold to the Purchaser on an "as is" basis.

The Purchase Price shall be paid in full by the Purchaser to the Vendor on or before 30 June 2017. The Purchaser shall pay such Purchase Price to the designated bank account of the Vendor.

The Purchase Price was determined after arm's length negotiation between the Vendor and the Purchaser with reference to, among other things, the aggregate market value of the Target Commercial Properties as at 31 May 2017 of RMB442,870,000 as valued by the Independent Property Valuer. The Directors (including the independent non-executive Directors) consider that the Purchase Price is fair and reasonable, on normal commercial terms and in the interests of the Company and Shareholders as a whole.

Completion of the Disposal and delivery of the Target Commercial Properties is conditional on the satisfaction of the following conditions:

1. the Parties having entered into an individual sale and purchase agreement (the "Specific Agreement(s)") in respect of each specific Target Commercial Property before 30 June 2017 or within two business days from the date notice is given by the Vendor (whichever the earlier);

2. the Purchaser having paid the Purchase Price in full;

3. the Purchaser having paid damages in accordance with the terms of the Sale and Purchase Agreement in the event that it has breached the relevant terms of the Sale and Purchase Agreement; and

4. the Purchaser having provided all necessary information required by the relevant department of housing management in the PRC for the application for the relevant property ownership certificates.

Completion shall take place within 30 days from the date of the satisfaction of the aforesaid conditions precedent and the receipt of the Vendor's notice of confirmation of receipt of the funds mentioned in conditions (2) and (3) in the sub-section headed "Conditions precedent" above.

Regardless of whether or not the Purchaser has received the abovementioned Vendor's notice, the Vendor shall, from the satisfaction of the aforesaid conditions precedent to the Completion Date, arrange for the delivery of the Target Commercial Properties.

In the event that by the time stipulated under the Sale and Purchase Agreement:

1. any Specific Agreement has not been entered into by the Purchaser other than for reasons attributable to the Vendor;

2. the Purchaser has not paid the Purchase Price in full; or

3. the Vendor has not delivered the Target Commercial Properties for reasons other than the occurrence of force majeure events or reasons attributable to third parties,

the defaulting Party shall pay interest at the rate specified in the Sale and Purchase Agreement for every day that the abovementioned breach(es) subsist(s), and if the abovementioned breach(es) continue(s) to subsist for a period after the relevant deadlines stipulated in the Sale and Purchase Agreement, (i) the non-defaulting Party may terminate the Sale and Purchase Agreement by providing written notice to the defaulting Party; or (ii) if the non-defaulting Party chooses to continue to implement the Sale and Purchase Agreement, the defaulting Party shall pay interest at the rate specified in the Sale and Purchase Agreement for every day from the date on which the relevant event should have taken place as stipulated in the Sale and Purchase Agreement.

In the event that the relevant property ownership registration has not been completed within the period stipulated in the Sale and Purchase Agreement (the "Property Ownership Registration Default"), any Party may terminate the Sale and Purchase Agreement by providing written notice to the other Party or continue to implement the Sale and Purchase Agreement. In the case that the Sale and Purchase Agreement is terminated, the defaulting Party shall pay to the non-defaulting Party damages as stipulated in the Sale and Purchase Agreement. Where the Parties agree to continue to implement the Sale and Purchase Agreement, if the Property Ownership Registration Default is caused by the Vendor, then Vendor shall pay interest at the rate specified in the Sale and Purchase Agreement for every day that the Property Ownership Registration Default subsists. If the Property Ownership Registration Default is caused by the Purchaser, the Vendor shall proceed with the property ownership registration on behalf of the Purchaser without bearing any liability for the delay in such property ownership registration.

Unless provided otherwise in the Sale and Purchase Agreement, if the Sale and Purchase Agreement is terminated due to breach by either the Vendor or the Purchaser, in either case, the Vendor shall, within the time stipulated in the Sale and Purchase Agreement: (i) refund to the Purchaser without interest (a) the expenses which have already been paid for but have not been incurred; and (b) the amount of the Purchase Price already paid by the Purchaser (after deducting damages payable by the Purchaser (if any) and certain specified expenses incurred); and (ii) only in the case where the Sale and Purchaser Agreement is terminated due to breach by the Vendor, pay the Purchaser the applicable damages resulted from breach of the Sale and Purchase Agreement.