China Jinmao : ANNOUNCEMENT DISCLOSEABLE TRANSACTION ACQUISITION OF 49% EQUITY INTERESTS IN THE PROJECT COMPANY AND JOINT DEVELOPMENT OF THE LAND PARCEL IN GUANGZHOU

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China Jinmao Holdings Group Limited ʕ਷ږ߱છٰණྠϞࠢʮ̡

(Incorporated in Hong Kong with limited liability)

(Stock code: 00817)

ANNOUNCEMENT DISCLOSEABLE TRANSACTION

ACQUISITION OF 49% EQUITY INTERESTS IN THE PROJECT COMPANY AND JOINT DEVELOPMENT OF THE LAND PARCEL IN

GUANGZHOU

The Board announces that on 11 March 2021, Guangzhou Jinmao, an indirect wholly-owned subsidiary of the Company, entered into the Cooperative Development Agreement with Guangzhou Vanke and the Project Company in relation to the cooperation for the development of the Land Parcel. The land use right of the Land Parcel was acquired by Guangzhou Vanke through a public tender process on 21 December 2020. Guangzhou Vanke has established the Project Company to develop the Land Parcel, and has subscribed for, but has not paid up, its registered capital of RMB1,016,389,500.

Pursuant to the Cooperative Development Agreement, (i) Guangzhou Jinmao agreed to subscribe for an additional registered capital of the Project Company of RMB3,090,430,000, and (ii) Guangzhou Vanke agreed to subscribe for the registered capital of the Project Company in a total amount of RMB3,216,570,000 (including the registered capital of RMB1,016,389,500 that it has subscribed for but has not paid up, and an additional registered capital of RMB2,200,180,500). Upon completion of the Transaction, Guangzhou Vanke and Guangzhou Jinmao will hold 51% and 49% of the equity interests in the Project Company, respectively.

As the highest applicable percentage ratio in respect of the Transaction is more than 5% but less than 25%, the Transaction constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

BACKGROUND

The Board announces that on 11 March 2021, Guangzhou Jinmao, an indirect wholly-owned subsidiary of the Company, entered into the Cooperative Development Agreement with Guangzhou Vanke and the Project Company in relation to the cooperation for the development of the Land Parcel. The land use right of the Land Parcel was acquired by Guangzhou Vanke through a public tender process on 21 December 2020. Guangzhou Vanke has established the Project Company to develop the Land Parcel, and has subscribed for, but has not paid up, its registered capital of RMB1,016,389,500.

PRINCIPAL TERMS OF THE COOPERATIVE DEVELOPMENT AGREEMENT

Date

11 March 2021

Parties

• • Guangzhou Jinmao, an indirect wholly-owned subsidiary of the Company

• • Guangzhou Vanke

• • the Project Company

Subscription of equity interests

Pursuant to the Cooperative Development Agreement, (i) Guangzhou Jinmao agreed to subscribe for an additional registered capital of the Project Company of RMB3,090,430,000, and (ii) Guangzhou Vanke agreed to subscribe for the registered capital of the Project Company in a total amount of RMB3,216,570,000 (including the registered capital of RMB1,016,389,500 that it has subscribed for but has not paid up, and an additional registered capital of RMB2,200,180,500).

Upon completion of the Transaction, the registered capital of the Project Company will increase to RMB6,307,000,000, which will be held as to 51% and 49% by Guangzhou Vanke and Guangzhou Jinmao, respectively. The Project Company will not become a subsidiary of the Company as a result of the Transaction.

Payment of consideration

The land premium of the Land Parcel is RMB6,307,000,000. Prior to the signing of the Cooperative Development Agreement, Guangzhou Vanke has provided shareholder's loans (the "Shareholder's Loans") in a total amount of RMB3,153,500,000 to the Project Company for its partial payment of the land premium of the Land Parcel. The remaining land premium is RMB3,153,500,000, which is expected to be paid by the Project Company on 1 July 2021 (subject to adjustments to the payment schedule that may be made based on the development progress of the Land Parcel).

The consideration of the Transaction is determined according to the amount of the land premium of the Land Parcel, and shall be paid in installments by Guangzhou Jinmao and Guangzhou Vanke as follows:

• (a) Within 60 working days after the signing of the Cooperative Development Agreement, Guangzhou Vanke and Guangzhou Jinmao shall complete the change of registration with the authority in charge of industrial and commercial administration in respect of the Transaction.

  Within three days after completion of the change of registration with the authority in charge of industrial and commercial administration, Guangzhou Jinmao shall pay the first installment of the registered capital of RMB1,545,215,000 to the Project Company, which will be used by the Project Company to repay 49% of the Shareholder's Loans to Guangzhou Vanke.

• (b) During the period from 15 April 2021 to 1 July 2021, Guangzhou Jinmao shall pay the second installment of the registered capital of RMB1,545,215,000 to the Project Company. On the same day as Guangzhou Jinmao pays its second installment of the registered capital, Guangzhou Vanke shall, by way of debt-to-equity swap, convert the remaining Shareholder's Loans (being RMB1,608,285,000, accounting for 51% of the Shareholder's Loans) into the registered capital of the Project Company.

• (c) Before the remaining land premium falls due for payment by the Project Company, Guangzhou Vanke shall pay the remaining registered capital of RMB1,608,285,000 to the Project Company.

The above registered capital of the Project Company to be subscribed for by Guangzhou Jinmao will be funded by the internal resources of the Group.

Corporate governance

The shareholders' meeting of the Project Company consists of all shareholders and is the highest authority of the Project Company. Matters of the Project Company to be considered by the shareholders' meeting, including change of registered capital, division, merger, dissolution or liquidation, issuance of bonds, amendments to articles of association, and connected transactions, shall be approved by shareholders holding more than two-thirds of the voting rights, while other matters to be considered by the shareholders' meeting shall be approved by shareholders holding more than half of the voting rights.

The Project Company shall have a board of directors comprising five directors, three of whom shall be appointed by Guangzhou Vanke and two of whom shall be appointed by Guangzhou Jinmao. The chairman shall be a director appointed by Guangzhou Jinmao and the vice chairman shall be a director appointed by Guangzhou Vanke. Matters of the Project Company to be considered by the board of directors, including formulation of proposals involving profit distribution, change of registered capital and division, merger, dissolution or liquidation, obtaining of financing or provision of guarantee, as well as matters that deviate significantly from the business plans previously approved by the board of directors, shall be unanimously approved by all directors attending the meeting, while other matters to be considered by the board of directors shall be approved by more than half of the directors attending the meeting.

Project Company shall have two supervisors, with each of Guangzhou Vanke and Guangzhou Jinmao appointing one supervisor.

The general manager of the Project Company shall be appointed by Guangzhou Vanke and responsible for the development and construction of the Land Parcel and the daily operation of the Project Company. The Project Company shall also have a co-general manager appointed by Guangzhou Jinmao to assist the general manager in managing all affairs of the Project Company. The financial controller of the Project Company shall be appointed by Guangzhou Vanke, and the deputy financial controller shall be appointed by Guangzhou Jinmao.

Tag along right

For so long as Guangzhou Vanke holds the equity interests in the Project Company, and in the event that Guangzhou Jinmao intends to transfer its equity interests in the Project Company to a third party, Guangzhou Vanke shall have the right to transfer its equity interests in the Project Company to the third party at the same price and on the same terms as agreed between Guangzhou Jinmao and the third party. Guangzhou Jinmao shall not transfer its equity interests in the Project Company to a third party on its own without obtaining the written consent from Guangzhou Vanke.

INFORMATION ON THE PROJECT COMPANY AND THE LAND PARCEL

Guangzhou Vanke acquired the land use right of the Land Parcel at a consideration of RMB6,307,000,000 through a public tender process on 21 December 2020, and established the Project Company on 26 January 2021 to develop the Land Parcel. Located to the east of Dongjiang Avenue, Xintang Town, Zengcheng District, Guangzhou City, Guangdong Province, the PRC, the Land Parcel covers a site area of 162,497 square meters with a planned gross floor area of no more than 487,699 square meters. It will be developed for residential use. The construction of the Land Parcel commenced in the first quarter of 2021.

As at the date of this announcement, the Project Company is a wholly-owned subsidiary of Guangzhou Vanke, and will be held as to 51% and 49% by Guangzhou Vanke and Guangzhou Jinmao, respectively, upon completion of the Transaction. The Project Company will not become a subsidiary of the Company as a result of the Transaction.

Based on the financial statements of the Project Company prepared in accordance with the China Accounting Standards for Business Enterprises, the audited total assets value and audited net assets value of the Project Company as at 31 January 2021 were approximately RMB3,342,710,000 and RMB-3,153,500, respectively. The appraised value of the total assets and net assets of the Project Company as at 31 January 2021 as valued by an independent valuer were approximately RMB3,342,710,000 and RMB-3,153,500, respectively.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Transaction will expand the Group's reserve of high-quality land resources in Guangzhou City, which will enhance the Group's market share and brand influence in Guangzhou City, and help the Group achieve brand premium for other projects in Guangzhou City.

The Directors consider that the Transaction is conducted on normal commercial terms, fair and reasonable, and in the interest of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio in respect of the Transaction is more than 5% but less than 25%, the Transaction constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

GENERAL INFORMATION

The Company is a developer and operator of large-scale and quality real estate projects in the PRC. The Company is the platform enterprise of Sinochem Group Co., Ltd. in the development of real estate business. The Company is principally engaged in city operations, property development, commercial leasing, retail operations, hotel operations, as well as finance and services.

Guangzhou Jinmao is an indirect wholly-owned subsidiary of the Company, and is principally engaged in real estate investment and development in the PRC.

Guangzhou Vanke is a wholly-owned subsidiary of China Vanke Co., Ltd. (the shares of which are listed on the Stock Exchange (Stock Code: 2202) and the Shenzhen Stock Exchange (Stock Code: 000002)). Guangzhou Vanke is mainly engaged in real estate development and operation, corporate management, and housing construction in the PRC.

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

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"Board"	the board of directors of the Company
"Company"	China Jinmao Holdings Group Limited (ʕ਷ږ߱છٰණྠϞࠢʮ
̡), a company incorporated in Hong Kong with limited liability,
whose shares are listed on the Stock Exchange
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Cooperative Development	the cooperative development agreement dated 11 March 2021
Agreement"	entered into among Guangzhou Jinmao, Guangzhou Vanke and the
Project Company in relation to the Transaction
"Directors"	the directors of the Company
"Group"	the Company and its subsidiaries
"Guangzhou Jinmao"	Guangzhou Jinmao Properties Co., Ltd.* (ᄿψږ߱ໄุϞࠢʮ̡),
a company with limited liability incorporated under the laws of the
PRC, and an indirect wholly-owned subsidiary of the Company
"Guangzhou Vanke"	Guangzhou Vanke Enterprise Co., Ltd.* (ᄿψຬ߅ΆุϞࠢʮ̡)
a company with limited liability incorporated under the laws of the
PRC
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Land Parcel"	the land parcel No. 18101205A20140 located to the east of
Dongjiang Avenue, Xintang Town, Zengcheng District, Guangzhou
City, Guangdong Province, the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"PRC"	the People's Republic of China, and for the purpose of this
announcement, excluding Hong Kong, Macau Special Administrative
Region and Taiwan
"Project Company"	Guangzhou Wanzhi Real Estate Co., Ltd.* (ᄿψ̹ຬߧגήପϞࠢ
ʮ̡), a company with limited liability incorporated under the laws
of the PRC, and a wholly-owned subsidiary of Guangzhou Vanke
prior to the Transaction
6

"RMB"	Renminbi, the lawful currency of the PRC
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed to it under the Listing Rules
"Transaction"	acquisition by Guangzhou Jinmao of 49% equity interests in the
Project Company and joint development of the Land Parcel with
Guangzhou Vanke pursuant to the Cooperative Development
Agreement
Hong Kong, 11 March 2021

By order of the Board

China Jinmao Holdings Group Limited

NING Gaoning

Chairman

As at the date of this announcement, the Directors of the Company are Mr. NING Gaoning (Chairman), Mr. YANG Lin, Mr. AN Hongjun, Mr. CHENG Yong and Mr. WANG Wei as Non-executive Directors; Mr. LI Congrui, Mr. JIANG Nan and Mr. SONG Liuyi as Executive Directors; Mr. SU Xijia, Mr. SUEN Man Tak, Mr. GAO Shibin and Mr. ZHONG Wei as

Independent Non-executive Directors.