Yuzhou Properties : Announcements and Notices - Grant of Waiver under Rule 14.41(a) of the Listing Rules

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 the Cayman Islands with limited liability)

Reference is made to the announcements of Yuzhou Properties Company Limited (the "Company") dated 13 July 2016 and 19 July 2016 in relation to the successful bid by an indirectly wholly owned subsidiary of the Company (the "Purchaser") for the entire equity interest in a property development company (the "Target Company") and the Sale Loan, and the entering into the Equity Transfer Agreement between the Purchaser and the Vendors in respect of such Acquisition. Capitalised terms used herein shall have the same meanings as defined in the announcement of the Company dated 19 July 2016 (the "Announcement") unless the context requires otherwise.

As disclosed in the Announcement, to the best of the Directors' knowledge, information and belief, after having made all reasonable enquiries, none of the shareholders of the Company has any material interest in the Acquisition and therefore no shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Acquisition. In addition, the reporting accountants of the Company (the "Reporting Accountants") has confirmed that it does not expect to issue any qualified opinion on the accountants' report of the Target Company, which will be prepared by the Reporting Accountants for inclusion in the circular to be despatched to the shareholders of the Company in respect of the Acquisition (the "Circular") pursuant to Rule 14.67(6) of the Listing Rules. As such, pursuant to Rule 14.44 and Rule 14.86 of the Listing Rules, in lieu of a resolution to be passed at a general meeting of the Company, written shareholders' approval for the Acquisition has been obtained from the controlling shareholders of the Company, Mr. Lam Lung On and Ms. Kwok Ying Lan who are directly holding 2,595,879,000 shares of the Company in aggregate, representing approximately 68.03% of the issued share capital of the Company as at the date of the Announcement.

As the Acquisition is approved by way of written shareholders' approval, as disclosed in the Announcement, pursuant to Rule 14.41(a) of the Listing Rules, the Circular which will contain, among other things, (i) details of the Acquisition; (ii) financial information of the Group; (iii) financial information of the Target Company; and (iv) valuation report on the Land shall be despatched within 15 business days after publication of the Announcement. However, as additional time is required to prepare and finalise certain information to be included in the Circular, including, among other things, the statement of indebtedness of the Group and the accountants' report of the Target Company, the Company has applied for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules to extend the deadline for the despatch of the Circular to the shareholders of the Company to September 15, 2016 (the "Waiver").

The Board is pleased to announce that the Stock Exchange has granted the Waiver on 22 July 2016. The Stock Exchange may withdraw or change the Waiver if the Company's situation changes.

By order of the Board

Chairman

Hong Kong, 24 July 2016

As at the date of this announcement, the executive Directors of the Company are Mr. Lam Lung On (Chairman), Ms. Kwok Ying Lan, Mr. Lin Longzhi and Mr. Lin Conghui, and independent non-executive Directors of the Company are Mr. Gu Jiande, Mr. Lam Kwong Siu and Mr. Wee Henny Soon Chiang.