C C Land : Major Transactions

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.

C C Land Holdings Limited 中 渝 置 地 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

Website: www.ccland.com.hk

(Stock Code: 1224) MAJOR TRANSACTIONS

On 27 January 2017 (United Kingdom time), the Company through its two wholly owned subsidiaries entered into the Agreements to acquire indirectly the freehold interest and leasehold interest of the London Property for an aggregate consideration of approximately GBP290,028,121 (equivalent to approximately HK$2,856,777,000) subject to adjustment in accordance with the Agreements.

Completion of the Agreements took place simultaneously on 27 January 2017 (United Kingdom time) immediately following the entry into the Agreements.

GENERAL

As one or more of the applicable percentage ratios exceed 25% but all are below 100%, the Agreements and the transactions contemplated thereunder constitute major transactions of the Company and are subject to applicable notification, publication and shareholders' approval requirements under the Listing Rules.

As the Company has already obtained a written approval of the entry into the Agreements and the transactions contemplated thereunder from the Majority Shareholders and that all the conditions under Rule 14.44 of the Listing Rules have been met, the written approval has been accepted by the Company in lieu of holding a special general meeting to approve the entry into the Agreements and the transactions contemplated thereunder. A circular will be dispatched by the Company to Shareholders on or before 21 February 2017.

The Board is pleased to announce that on 27 January 2017 (United Kingdom time) the Company through its two wholly owned subsidiaries entered into the Agreements, the material terms of which are summarized below.

1. THE AGREEMENTS

2. The Units Acquisition Agreement

3. Date

   27 January 2017 (United Kingdom time)

4. Parties

   Buyers:	Fortune Point Holdings Limited and City Planner Investments Limited
   Sellers:	KS Freehold S.à r.l. and Cityhold Participations S.à r.l.
   Trustees:	Kingdom Trustee 1 Limited and Kingdom Trustee 2 Limited, acting in their capacity as the joint trustees of the Unit Trust

5. Assets to be acquired

   The legal and beneficial title to the 19,515,571 issued units in the Unit Trust, being the entire issued units in the Unit Trust, free from all Encumbrances

6. Consideration

   The Units Consideration shall be the Estimated NAV of the Unit Trust in the sum of approximately GBP147,824,795 (equivalent to approximately HK$1,456,074,000) payable in cash and subject to the following adjustment and in accordance with the Units Acquisition Agreement:

7. plus the amount (if any) by which the NAV of the Unit Trust as shown in the Final Completion Accounts of the Unit Trust exceeds the Estimated NAV of the Unit Trust calculated in accordance with the Units Acquisition Agreement; or

8. alternatively, less the amount (if any) by which the NAV of the Unit Trust as shown in the Final Completion Accounts of the Unit Trust is less than the Estimated NAV of the Unit Trust calculated in accordance with the Units Acquisition Agreement.

   Within 45 days following the Completion Date, Seller 1 shall prepare and deliver to Buyer 1 a draft of the Final Completion Accounts of the Unit Trust. Once the Final Completion Accounts of the Unit Trust have been agreed or determined, the parties shall settle any difference between the NAV and the Estimated NAV of the Unit Trust either as a reduction or as an increase of the Units Consideration (as the case may be) in accordance with the Units Acquisition Agreement within 5 business days of the date on which the Final Completion Accounts of the Unit Trust are agreed or determined.

   Subject to adjustment, the Units Consideration was paid in full on the Completion Date in accordance with the Units Acquisition Agreement.

9. The Shares Acquisition Agreement

10. Date

    27 January 2017 (United Kingdom time)

11. Parties

    Buyer:	Fortune Point Holdings Limited
    Seller:	Cityhold Sterling S.à r.l.

12. Assets to be acquired

    The legal and beneficial title to the 5,000,000 shares in KS Leasehold, being the entire issued shares in KS Leasehold, free from all Encumbrances

13. Consideration

    The Shares Consideration shall be approximately GBP142,203,326 (equivalent to approximately HK$1,400,703,000), being the sum of the Estimated NAV of KS Leasehold in the sum of approximately GBP51,104,000 (equivalent to approximately HK$503,374,000) plus the Senior Debt (Net Amount) in the sum of approximately GBP63,246,055 (equivalent to approximately HK$622,974,000) and the Intra-Group Debt in the sum of approximately GBP27,853,271 (equivalent to approximately HK$274,355,000), payable in cash and subject to the following adjustment and in accordance with the Shares Acquisition Agreement:

14. plus the amount (if any) by which the NAV of KS Leasehold as shown in the Final Completion Accounts of KS Leasehold exceeds the Estimated NAV of KS Leasehold calculated in accordance with the Shares Acquisition Agreement; or

15. alternatively, less the amount (if any) by which the NAV of KS Leasehold as shown in the Final Completion Accounts of KS Leasehold is less than the Estimated NAV of KS Leasehold calculated in accordance with the Shares Acquisition Agreement.

16. Within 45 days following the Completion Date, Seller 3 shall prepare and deliver to Buyer 1 a draft of the Final Completion Accounts of KS Leasehold. Once the Final Completion Accounts of KS Leasehold have been agreed or determined, Seller 3 and Buyer 1 shall settle any difference between the NAV and the Estimated NAV of KS Leasehold either as a reduction or as an increase of the Shares Consideration (as the case may be) in accordance with the Shares Acquisition Agreement within 5 business days of the date on which the Final Completion Accounts of KS Leasehold are agreed or determined.

    Subject to adjustment, the Shares Consideration was paid in full on the Completion Date in accordance with the Shares Acquisition Agreement.

17. Completion

    Completion of the Agreements took place simultaneously on the Completion Date immediately following the entry into the Agreements, following which:

18. Buyer 1 and Buyer 2 hold in aggregate 19,515,571 issued units in the Unit Trust, being the entire issued units in the Unit Trust, with Buyer 1 holding 19,465,571 issued units and Buyer 2 holding 50,000 issued units; and

19. Buyer 1 holds 5,000,000 shares in KS Leasehold, representing the entire issued shares in KS Leasehold.

    After completion of the Agreements, the Unit Trust and KS Leasehold have become wholly-owned subsidiaries of the Company, with their assets and liabilities and profits and losses to be consolidated into the consolidated financial statements of the Company.

20. Basis for determination of the consideration

    The London Property comprises a freehold interest held by the Trustees on trust for the Unit Trust and a leasehold interest owned by KS Leasehold. The aggregate consideration of the Agreements for acquiring the London Property as a whole was approximately GBP290,028,121 (equivalent to approximately HK$2,856,777,000) subject to adjustment, which was determined following arm's length negotiations between the parties to the Agreements. The aggregate consideration was determined by reference to the preliminary result of the valuation of the London Property performed by an independent professional valuer of GBP292,000,000 (equivalent to approximately HK$2,876,200,000) and the value of other assets/liabilities as shown in the Draft Completion Accounts of the Unit Trust and KS Leasehold. The Directors consider that the aggregate consideration of the Agreements is fair and reasonable.

    The Units Consideration and Shares Consideration were all satisfied by the Group's internal resources.

21. INFORMATION ON THE SELLERS, LONDON PROPERTY, UNIT TRUST, TRUSTEES AND KS LEASEHOLD

22. Each of Seller 1, Seller 2 and Seller 3 is a private limited liability company incorporated and registered in the Grand Duchy of Luxembourg, and their principal business activities are investments holding. Seller 1 and Seller 2 are wholly-owned by Seller 3. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Seller 1, Seller 2, Seller 3, the Trustees, and their respective ultimate beneficial owner(s) are Independent Third Parties.

    The London Property comprises approximately 265,000 square feet of net internal area spreading over two basement floors plus nine upper storeys of Grade A office accommodation. It forms part of Paddington Central, which is a unique managed estate within the Paddington Waterside development, set between the Grand Union Canal and Paddington Station in the West End of London.

    The Unit Trust is a unit trust constituted in Jersey. Immediately prior to the completion of the Units Acquisition Agreement, there were 19,515,571 issued units in the Unit Trust, with Seller 1 holding 19,465,571 issued units and Seller 2 holding 50,000 issued units. The Unit Trust was administered by the Trustees, who will continue to administer the Unit Trust following completion of the Units Acquisition Agreement. The Trustees are both special purpose vehicles incorporated and registered in Jersey, and were appointed as trustees of the Unit Trust pursuant to the terms of an instrument of retirement and appointment dated 12 January 2012. The freehold interest of the London Property is the principal asset of the Unit Trust and is held by the Trustees on trust for the Unit Trust.

    KS Leasehold is a private limited liability company incorporated and registered in the Grand Duchy of Luxembourg on 29 September 2011. Immediately prior to completion of the Shares Acquisition Agreement, KS Leasehold was a wholly-owned subsidiary of Seller 3, which legally and beneficially held all 5,000,000 shares of GBP1.00 (equivalent to approximately HK$9.85) each in the issued share capital of KS Leasehold. Prior to completion of the Shares Acquisition Agreement, the principal business of KS Leasehold was the holding of the leasehold interest of the London Property, which was granted by the original parties pursuant to a lease dated 31 March 2006 for a term of 250 years starting on 31 March 2006 and expiring on 30 March 2256 for high quality office use or such other use as the landlord and tenant may agree. The Trustees and KS Leasehold are the current landlord and tenant respectively under the lease. The Trustees are entitled to 50% (subject to adjustment) of the net rents, calculated as gross rents received by KS Leasehold from occupational tenants and notional rent for property occupied by KS Leasehold less deductible expenses as more particularly stipulated in the lease. The London Property is currently fully multi-let and generated a current net rent in the region of approximately GBP14,441,000 (equivalent to approximately HK$142,244,000) per annum, representing an initial yield of 4.95% based on the preliminary result of the valuation of the London Property of GBP292,000,000 (equivalent to approximately