Yuzhou Properties : Delay in Despatch of Circular and Grant of Waiver from Strict Compliance with 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)

(Stock Code: 01628)

DELAY IN DESPATCH OF CIRCULAR

AND

GRANT OF WAIVER FROM STRICT COMPLIANCE

WITH RULE 14.41(A) OF THE LISTING RULES

Reference is made to the announcement issued by Yuzhou Properties Company Limited (the "Company") dated 15 January 2018 in relation to, among other things, the Sale and Purchase Agreement and the transactions contemplated thereunder (the "Announcement"). Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement unless otherwise stated.

As disclosed in the Announcement, additional time is required to prepare the information to be included in the circular of the Company (the "Circular"), including the information regarding indebtedness statement as at 31 March 2018 and working capital sufficiency, the financial information of the Target Group, the pro forma financial information of the enlarged group and the valuation report in relation to the properties held by the Target Company, the Company has applied for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements of Rule 14.41(a) of the Listing Rules and the Circular is expected to be despatched on or before 30 April 2018. The above schedule has been agreed by the Company and the professional parties (including the reporting accountant of the Company and the independent valuer). As at the date of this announcement, the Company has not yet submitted first draft Circular to the Stock Exchange for review, it is expected that the Company will submit the first draft Circular to the Stock Exchange on or before 28 February 2018. Further announcement(s) will be published by the Company in accordance with Listing Rules when there are any matters may affect the abovementioned Schedule.

The waiver applies to this case only and the Stock Exchange may withdraw or change the terms of the waiver if the Company's circumstances change.

As the completion of the Sale and Purchase Agreement and the transactions contemplated thereunder is subject to the fulfilment and/or waiver (as the case may be) of certain Conditions Precedent to the Sale and Purchase Agreement which are set out in the paragraph headed "Conditions Precedent" in the Announcement. Accordingly, the Acquisition may or may not proceed. Shareholders and potential investors should therefore exercise caution when dealing in the securities of the Company.

By Order of the Board

Yuzhou Properties Company Limited

Lam Lung On

Chairman

Hong Kong, 20 February 2018

As at the date of this announcement, the executive directors of the Company are Mr. Lam Lung On (Chairman, JP), Ms. Kwok Ying Lan and Mr. Lin Conghui, and the independent non-executive directors of the Company are Mr. Lam Kwong Siu, Mr. Wee Henny Soon Chiang and Dr. Zhai Pu.