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Birthday : 08/27/1959
Place of birth : Kent - United Kingdom
Biography : Guy Hands was educated at Ravenscroft Scool in Beckington and Judd Scholl Tonbridge. He was a...
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Franshion Properties China : PROPOSED CHANGE OF COMPANY NAME AND PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

07/28/2015 | 08:39pm US/Eastern

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.

FRANSHION PROPERTIES (CHINA) LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00817) PROPOSED CHANGE OF COMPANY NAME AND PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

The Board proposed (i) to change the English name of the Company from "Franshion Properties (China) Limited" to "China Jinmao Holdings Group Limited" and the Chinese name of the Company from " " to " "; and (ii) to amend the existing articles of association of the Company and to adopt the New Articles.
The Proposed Change of Company Name and the adoption of the New Articles are subject to the approval of the shareholders of the Company by way of special resolutions at the EGM, and the Proposed Change of Company Name is also subject to the approval of the Registrar of Companies in Hong Kong.
A circular containing, among other things, information relating to the Proposed Change of Company Name and the adoption of the New Articles, and a notice convening the EGM will be despatched to the shareholders of the Company as soon as practicable.

The board of directors (the "Board") of Franshion Properties (China) Limited (the "Company") proposed (i) to change the English name of the Company from "Franshion Properties (China) Limited" to "China Jinmao Holdings Group Limited" and the Chinese name of the Company from " " to " " (the "Proposed Change of Company Name"); and (ii) to amend the existing articles of association of the Company and to adopt a set of new articles of association of the Company (the "New Articles").

1

PROPOSED CHANGE OF COMPANY NAME Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following conditions:
(i) the passing of a special resolution by the shareholders of the Company to approve the Proposed Change of Company Name at an extraordinary general meeting to be convened by the Company (the "EGM"); and
(ii) the Registrar of Companies in Hong Kong approving the new name in English and Chinese and issuing a certificate of change of name.
Subject to the satisfaction of the above conditions, the Proposed Change of Company Name will take effect from the date on which the certificate of change of name is issued by the Registrar of Companies in Hong Kong.

Reasons for the Proposed Change of Company Name

The trademark "Jinmao" is registered in China under the name of a wholly-owned subsidiary of the Company and was recognized as a China Well-Known Trademark ( ) by the Trademark Office of the State Administration for Industry and Commerce of the PRC in 2010. The Company engages principally in the development of commercial and residential properties, and holding and operation of offices and hotels, and a number of properties developed by the Company bear the brand name of "Jinmao". The usage of the new name is considered by the Company to be a maintenance of a unified branding strategy, which will further raise the competitive strengths and public recognition of the Company.
The Board believes that the Proposed Change of Company Name is in the best interests of the
Company and its shareholders as a whole.

Effect of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any of the rights of the shareholders of the Company. All existing share certificates of the Company in issue bearing the existing name of the Company will continue to be evidence of legal title to the shares of the Company and valid for trading, settlement, registration and delivery purposes. Any new share certificates of the Company issued after the Proposed Change of Company Name has become effective will bear the Company's new name. There will not be any arrangement for the free exchange of the existing share certificates for new share certificates bearing the new name of the Company.

PROPOSED ADOPTION OF THE NEW ARTICLES

The Board proposed to make amendments to the existing articles of association of the Company, principally to bring the constitutional document of the Company in line with the provisions of the Companies Ordinance (Chapter 622 of the laws of Hong Kong), which came into effect on 3
March 2014. The New Articles are proposed to be adopted and approved by the shareholders of the
Company at the EGM by way of a special resolution.

2

GENERAL

A circular containing, among other things, information relating to the Proposed Change of Company Name and the adoption of the New Articles, and a notice convening the EGM will be despatched to the shareholders of the Company as soon as practicable.
Further announcement(s) will be made by the Company in relation to the results of the EGM, the effective date of the Proposed Change of Company Name and the new stock short name of the Company for trading on The Stock Exchange of Hong Kong Limited as and when appropriate.
By order of the Board

Franshion Properties (China) Limited HE Cao

Chairman

Hong Kong, 28 July 2015

As at the date of this announcement, the Directors of the Company are Mr. HE Cao (Chairman), Mr. LI Congrui and Mr. HE Binwu as Executive Directors; Mr. YANG Lin and Mr. CUI Yan as Non-executive Directors; Mr. LAU Hon Chuen, Ambrose, Mr. SU Xijia and Mr. LIU Hongyu as Independent Non-executive Directors.

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