Beijing Capital Land : DISCLOSEABLE TRANSACTION PROVISION OF GUARANTEE

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(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2868)

DISCLOSEABLE TRANSACTION

PROVISION OF GUARANTEE

On 17 March 2020, the Project Company (a joint venture with 49% equity held by Shoujin Shengchuang, a wholly-owned subsidiary of the Company) entered into the Loan Agreement with China Merchants Bank, pursuant to which China Merchants Bank will provide the Project Company with a loan in aggregate amount of RMB 1,000,000,000 with a term of not more than 36 months for the development and construction of Xihuangcun Project.

The Board is pleased to announce that, on 17 March 2020, the Company entered into the Letter of Guarantee with China Merchants Bank in respect of the Loan Agreement, in relation to the provision of a joint liability guarantee for the Loan with the principal amount of RMB 490,000,000 by the Company in accordance with its 49% indirect shareholding in the Project Company, with a term from the effective date of the Letter of Guarantee to the end day of an additional three years from the next day of the maturity date of or the date on which the advance is made for the Loan or other debts.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Guarantee exceed 5% but all are less than 25%, the Guarantee constitutes a discloseable transaction of the Company, and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

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INTRODUCTION

On 17 March 2020, the Project Company (a joint venture with 49% equity held by Shoujin Shengchuang, a wholly-owned subsidiary of the Company) entered into the Loan Agreement with China Merchants Bank, pursuant to which China Merchants Bank will provide the Project Company with a loan in aggregate amount of RMB 1,000,000,000 with a term of not more than 36 months for the development and construction of Xihuangcun Project.

The Board is pleased to announce that, on 17 March 2020, the Company entered into the Letter of Guarantee with China Merchants Bank in respect of the Loan Agreement, in relation to the provision of a joint liability guarantee for the Loan with the principal amount of RMB 490,000,000 by the Company in accordance with its 49% indirect shareholding in the Project Company, with a term from the effective date of the Letter of Guarantee to the end day of an additional three years from the next day of the maturity date of or the date on which the advance is made for the Loan or other debts.

LETTER OF GUARANTEE

On 17 March 2020, the Company entered into the Letter of Guarantee with China Merchants Bank in respect of the Loan Agreement, pursuant to which the Company agreed to provide the Project Company with a joint liability guarantee for the Loan with the principal amount of RMB 490,000,000, in accordance with its 49% indirect shareholding in the Project Company, together with corresponding interest, default interest, compound interest, liquidated damages and deferred payment, as well as necessary and reasonable expenses and all other related expenses incurred in realizing the security right and creditor's rights. The term of the Guarantee is from the effective date of the Letter of Guarantee to the end day of an additional three years from the next day of the maturity date of or the date on which the advance is made for the Loan or other debts.

To the best of the knowledge, information and belief of Directors, having made all reasonable enquiries, China Merchants Banks and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

REASONS FOR AND BENEFITS OF PROVIDING THE GUARANTEE

The Xihuangcun Project is jointly developed by the Company and Seazen Holding Group Co., Ltd.. This loan will bring stable and low-cost funds for the subsequent development and construction of the project, effectively reduce tie-up of Project shareholders' funds, improve the turnover efficiency of its shareholders' funds and increase the return on project investment. Since the shareholders of the Project Company will provide a joint liability guarantee in equal proportion with risks shared by both parties and the project, benefiting from its favorable location, is expected to bring a stable fund source for repayment in the future, the risk of guarantee obligations assumed by the Group is considered controllable.

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The Directors are of the view that the Letter of Guarantee was entered into on normal commercial terms, and the terms and conditions are fair and reasonable, and in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Guarantee exceed 5% but all are less than 25%, the Guarantee constitutes a discloseable transaction of the Company, and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

GENERAL INFORMATION ABOUT THE COMPANY AND ALL PARTIES

The Company

The Company is a joint stock company incorporated in the PRC with limited liability, whose H shares are listed on the Main Board of the Stock Exchange (Stock Code: 2868). The Company is a leading large integrated real estate developer in the PRC, focusing primarily on developing the four main business streams of residential property development, outlets, urban core integrated complex and primary land development, complemented by innovative business areas such as high-tech industrial properties, cultural and creative industries and rental housing.

The Project Company

The Project Company is a company incorporated under the laws of the PRC with limited liability and is principally engaged in the development and operation of Xihuangcun Project. The Project Company is owned as to 49% and 51% by Shoujin Shengchuang (a wholly-owned subsidiary of the Company) and Xincheng Wanlong (an independent third party), respectively. The Project Company is a joint venture of the Company.

China Merchants Bank

China Merchants Bank is a joint-stock commercial bank incorporated under the laws of the PRC.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

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The Board as of the date of this announcement comprises Mr. Li Songping (Chairman) who is the non-executive Director, Mr. Zhong Beichen (President), Mr. Li Xiaobin, Mr. Hu Weimin and Mr. Fan Shubin who are the executive Directors, Mr. Su Jian who is the non-executive Director, Mr. Li Wang, Mr. Wong Yik Chung, John and Mr. Liu Xin who are the independent non-executive Directors.

• For identification purpose only and should not be regarded as the official English translation of the Chinese names. In the event of any inconsistency, the Chinese name prevails.

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