THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser(s).

If you have sold or transferred all your shares in Zhong An Real Estate Limited, you should at once hand this circular to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

This circular appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

Hong Kong Exchanges and Cleaning Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

଺τגପϞࠢʮ̡

ZHONG AN REAL ESTATE LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock code: 672)

MAJOR TRANSACTION

IN RELATION TO

ACQUISITION OF FURTHER EQUITY INTEREST IN ZHEJIANG XINNONGDOU INDUSTRIAL CO., LTD.

AND

DEEMED DISPOSAL

RESULTING FROM THE ALLOTMENT AND ISSUE OF

CONSIDERATION SHARES IN A SUBSIDIARY

30 November 2018

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Appendix I

Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-1

Appendix II

Financial information of Zhejiang Xinnongdou . . . . . . . . . . . . . . . . . . . . . . . . . .

II-1

Appendix III

Unaudited Pro Forma Financial Information of the Enlarged Group . . . . . . . . .

III-1

IV-1

V-1

Appendix IV Zhejiang Xinnongdou Group's property valuation . . . . . . . . . . . . . . . . . . . . . . . .

Appendix VGeneral information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

- i -

DEFINITIONS

In this circular, the following expressions shall, unless the context requires otherwise, have the following meanings:

"Acquisition"

the acquisition by Zhong An Shenglong of the Sale Interest

from Hangzhou Oriental subject to and upon the terms and

conditions of the Equity Transfer Agreement

"Acquisition Announcement"

the joint announcement of the Company and CNC dated 20

July 2018 in relation to the Acquisition

"Board"

the board of directors

"Business Day"

a day other than a Saturday, Sunday or public holiday, on

which banks in Hong Kong are open for business generally

"CNC"

China New City Commercial Development Limited (ʕ਷อ۬

̹ਠุ೯࢝Ϟࠢʮ̡), an exempted company incorporated in

the Cayman Islands with limited liability, whose issued shares

are listed on the main board of the Stock Exchange

"CNC Consideration Shares"

the 178,280,000 new CNC Shares to be allotted and issued by

CNC at the issue price of HK$2.47 per CNC Consideration

Share, credited as fully paid, for the purpose of settling the

Consideration

"CNC Group"

CNC and its subsidiaries

"CNC Shares"

ordinary share(s) of HK$0.10 each in the share capital of

CNC

"CNC Shareholders"

holder of CNC Share(s)

"Completion"

completion of the Equity Transfer Agreement in accordance

with its terms

"Conditions"

the conditions precedent to completion of the Acquisition

contemplated under the Equity Transfer Agreement as

summarised in the paragraph "The Equity Transfer Agreement

- Conditions" in the section "Letter from the Board" of this

circular

-1-

DEFINITIONS

"connected person(s)"

has the meaning given to it in the Listing Rules

"Consideration"

the consideration payable by Zhong An Shenglong to

Hangzhou Oriental pursuant to the Equity Transfer Agreement

"Director(s)"

the director(s) of the Company

"Enlarged Group"

the Company and its subsidiaries immediately after the

Acquisition

"Equity Transfer Agreement"

the conditional equity transfer agreement dated 20 July 2018

entered into between Hangzhou Oriental as vendor and Zhong

An Shenglong as purchaser in relation to the Acquisition

"Group"

the Zhong An Group and the CNC Group collectively

"Hangzhou Oriental"

Hangzhou Oriental Culture Tourism Group Co., Ltd.* ( ؄ψ

؇˙˖ʷ෤ุࣚණྠϞࠢʮ̡), a limited liability company

established in the PRC

"Hong Kong"

The Hong Kong Special Administrative Region of the PRC

"Independent Third Party"

third party who is independent of CNC and its connected

persons

"Last Trading Day"

19 July 2018, being the last trading day immediately

preceding the signing of the Equity Transfer Agreement

"Latest Practicable Date"

26 November 2018, being the latest practicable date prior to

the printing of this circular for ascertaining certain information

in this circular

"Listing Committee"

the listing sub-committee of the board of directors of the

Stock Exchange

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"Model Code"

Model Code for Securities Transactions by Directors of Listed

Companies, being Appendix 10 to the Listing Rules

"percentage ratios"

the applicable percentage ratios under Rule 14.07 of the

Listing Rules

-2-

DEFINITIONS

"PRC"

the People's Republic of China

"RMB"

Renminbi, the lawful currency of the PRC

"Sale Interest"

the 22.65% of the entire equity interest in Zhejiang

Xinnongdou held by Hangzhou Oriental

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"subsidiary(ies)"

has the meaning given to it in the Listing Rules

"Whole Good"

Whole Good Management Limited ( Όλ၍ଣϞࠢʮ

̡) (a company incorporated in the British Virgin Islands

with limited liability, the entire issued shares of which

is beneficially owned by Mr Shi Kancheng), being the

controlling shareholder of the Company

"Zhejiang Xinnongdou"

Zhejiang Xinnongdou Industrial Co., Ltd.* (एϪอ༵ேྼุ

Ϟࠢʮ̡), a limited liability company established in the PRC

"Zhejiang Xinnongdou Group"

Zhejiang Xinnongdou together with its direct or indirect

subsidiaries, associated companies and branch offices

"Zhong An" or "Company"

Zhong An Real Estate Limited ( ଺τגପϞࠢʮ̡ ), an

exempted company incorporated in the Cayman Islands with

limited liability, whose issued shares are listed on the main

board of the Stock Exchange

"Zhong An Group" or "Group"

Zhong An and its subsidiaries

"Zhong An Share(s)"

ordinary share(s) of HK$0.10 each in the share capital of

Zhong An

"Zhong An Shareholder(s)"

holder(s) of Zhong An Share(s)

"Zhong An Shenglong"

Zhejiang Zhongan Shenglong Commercial Co., Ltd.* (ए

Ϫ଺τସඤਠุϞࠢʮ̡ ), an indirect non-wholly owned

subsidiary of CNC which, in turn, is a non-wholly owned

subsidiary of Zhong An

-3-

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Zhong An Real Estate Limited published this content on 29 November 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 November 2018 08:56:02 UTC