Beijing Capital City Development Group Co., Ltd. entered into the merger agreement to acquire a 30.94% stake in Beijing Capital Land Ltd. (SEHK:2868) from Reco Pearl Pte Ltd and others for HKD 3.8 billion on July 8, 2021. Under the transaction, offeror will acquire by way of cancellation of 1,349.94 million H shares of Beijing Capital Land Ltd. at a price of HKD 2.8 per share in cash. Offeror will also cancel Non-H Foreign Shares and domestic shares of Beijing Capital Land Ltd. The payment of the total consideration will be financed by internal resources. Post transaction, Beijing Capital Group Co., Ltd. and its concert parties will hold 100% stake in Beijing Capital Land Ltd. and Beijing Capital Land Ltd. will be merged into and absorbed by Beijing Capital City Development Group Co., Ltd. Beijing Capital Land Ltd. will apply to the Stock Exchange for voluntary withdrawal of the listing of the H Shares from the Stock Exchange pursuant to Rule 6.15(2) of the Listing Rules. As of August 24, 2021, Reco Pearl owns 181.194 million H Shares, representing approximately 4.15% of the issued Shares and approximately 11.83% of the H Shares held by the Independent H Shareholders.

Transaction is subject to approval from at least 75% of H shareholders of Beijing Capital Land Ltd., the passing of special resolution(s) by a majority of not less than two-thirds of the votes cast by way of poll by the Shareholders of Beijing Capital Land Ltd. at the EGM, approval from the National Development and Reform Commission of China, the Ministry of Commerce of China, the State Administration of Foreign Exchange of China and if applicable, the State-owned Assets Supervision and Administration Commission of the State Council, and such other applicable governmental approvals and other conditions. Transaction is approved by the board of Beijing Capital Land Ltd. The board of Beijing Capital Land Ltd. has established the Independent Board Committee, consisting of all of the independent non-executive Directors, being Li Wang, Wong Yik Chung, John and Liu Xin. Such committee will advise the Independent H Shareholders as to: (a) whether the terms of the Merger are fair and reasonable for the purpose of the Takeovers Code; and (b) whether to vote in favour of the Merger at the EGM and the H Shareholders' Class Meeting. As of August 18, 2021, the transaction has been approved by NDRC, MOFCOM and SAFE, having obtaining all regulatory approvals. Somerley Capital Limited had given opinioned in favor of the transaction. Long-stop date of the transaction is July 9, 2022. China International Capital Corporation Hong Kong Securities Limited acted as financial advisor to Beijing Capital City Development Group Co., Ltd. Somerley Capital Limited acted as financial advisor to the Independent Board Committee of Beijing Capital Land Ltd. Benita Yu of Slaughter and May acted as legal advisor to China International Capital Corporation Hong Kong Securities Limited.