Chinese Estates : Discloseable and Continuing Connected Transactions - Contract for Services

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.

CHINESE ESTATES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 127)

ANNOUNCEMENT

DISCLOSEABLE AND CONTINUING CONNECTED TRANSACTIONS

CONTRACT FOR SERVICES

CEL, a direct wholly-owned subsidiary of the Company, and Ms. Chan entered into the Contract on 14 August 2020 in respect of the provision of the Services to Ms. Chan and/or the Chan Associates. Subject to the Condition, namely the obtaining of the approval by the Independent Shareholders at the SGM in accordance with the Listing Rules, being fulfilled/satisfied, the term of the Contract will commence on 1 November 2020 for 3 years unless otherwise terminated earlier in accordance with the Contract.

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the transactions contemplated under the Contract are more than 5% but are all less than 25%, the Contract and the transactions contemplated thereunder constitute discloseable transactions for the Company and are therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

In addition, Ms. Chan, an executive Director and a trustee of the substantial shareholders of the Company (who are her minor children), indirectly holds an aggregate of approximately 74.99% of the total issued share capital of the Company as at the date of this announcement. Therefore, Ms. Chan is a connected person of the Company. Accordingly, the Contract and the transactions contemplated thereunder constitute continuing connected transactions for the Company under Rule 14A.31 of the Listing Rules and are therefore subject to reporting, announcement, circular, Independent Shareholders' approval and annual review requirements under Chapter 14A of the Listing Rules.

A circular containing, among other things, further details of the Contract, the respective advice from the Independent Financial Adviser and the Independent Board Committee and the notice of the SGM is expected to be despatched to the Shareholders within 15 business days after the date of this announcement.

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The SGM will be convened and held for, among other things, the Independent Shareholders to approve the Contract and the transactions contemplated thereunder (including the Caps, where applicable).

Shareholders and potential investors of the Company should note that the Contract and the transactions contemplated thereunder (including the Caps) are subject to the Condition, namely the obtaining of the approval by the Independent Shareholders at the SGM in accordance with the Listing Rules, being fulfilled/satisfied. Therefore, the Contract and the transactions contemplated thereunder may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares and, in case of doubt, to seek independent advice from professional or financial advisers.

INTRODUCTION

CEL, a direct wholly-owned subsidiary of the Company, and Ms. Chan entered into the Contract on 14 August 2020 in respect of the provision of the Services to Ms. Chan and/or the Chan Associates.

THE CONTRACT

The principal terms of the Contract are set out below:-

Date of the Contract	:	14 August 2020
Commencement Date	:	1 November 2020
		(subject to the Condition being fulfilled/satisfied)
Parties	:	CEL
		Ms. Chan
Term

Subject to the Condition, namely the obtaining of the approval by the Independent Shareholders at the SGM in accordance with the Listing Rules, being fulfilled/satisfied, the term of the Contract will commence on 1 November 2020 for 3 years unless otherwise terminated earlier as set out under the sub-section headed "Termination" in this announcement.

Services to be provided by CEL Companies

CEL shall provide (or procure the provision of) the following Services to Ms. Chan and/or the Chan Associates on the terms and conditions of the Contract and the standard terms and conditions of the relevant CEL Companies from time to time in force:-

1. The Leasing Administration Services
   CEL shall act or procure any of the other CEL Companies to act on behalf of Ms. Chan and/or the Chan Associates who is/are the owner(s) of the Properties in respect of all

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matters relating to leasing of the Properties (including without limitation matters relating to dealing with tenants, rent collection and taking legal actions, but excluding provision of services (a) for any property in respect of which Ms. Chan has from time to time informed CEL that no such services are required and (b) in relation to the referral of potential tenants and the negotiation with existing and/or potential tenants regarding terms of lease of the Properties).

1. The Sale Administration Services
   CEL shall act or procure any of the other CEL Companies to act on behalf of Ms. Chan and/or the Chan Associates who is/are the owner(s) of the Properties in respect of all matters (if so requested by Ms. Chan and accepted by CEL at the absolute and sole discretion of CEL from time to time) relating to sale of the Properties (including without limitation the appointment of and coordination with estate agents for such sale but excluding any sale agency service).
2. The Property Management Services
   CEL shall act or procure any of the other CEL Companies to act on behalf of Ms. Chan and/or the Chan Associates who is/are the owner(s) of the Properties in respect of all matters relating to management, maintenance, operation, servicing and repairs of the Properties (excluding any property in respect of which Ms. Chan has from time to time informed CEL that no such services are required).
3. The Property Administration Services
   CEL shall provide or procure any of the other CEL Companies to provide to Ms. Chan and/or the Chan Associates who is/are the owner(s) of the Properties such other administration services (including without limitation accounting, recruitment, human resources administration works, taxation, marketing and information technology services) for the Properties or any part of them as may be requested by Ms. Chan and accepted by CEL at the absolute and sole discretion of CEL from time to time.
4. The Asset Management and Maintenance Services
   CEL shall provide or procure any of the other CEL Companies to provide to Ms. Chan and/or the Chan Associates with property, household and other management and maintenance services in relation to the Assets as requested by Ms. Chan and accepted by CEL at the absolute and sole discretion of CEL from time to time.
5. The Rental Services
   CEL shall provide or procure any of the other CEL Companies to provide to Ms. Chan and/or the Chan Associates the rental of motor vehicles, car plates, vessels, car parking spaces, premises and such other rental services as requested by Ms. Chan and accepted by CEL at the absolute and sole discretion of CEL from time to time.

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1. The Advisory and Consultancy Services
   CEL shall provide or procure any of the other CEL Companies to provide to Ms. Chan and/or the Chan Associates with general advisory, consultancy, administration, liaison, personnel support services and such other services (including without limitation accounting and taxation services) ancillary and/or incidental thereto as may be requested by Ms. Chan and accepted by CEL at the absolute and sole discretion of CEL from time to time.
2. The Other Ordinary Services
   CEL shall provide or procure any of the other CEL Companies to provide to Ms. Chan and/or the Chan Associates with such services (including without limitation securities and other financial services) which are being provided by any CEL Company in its ordinary and usual course of business, as may be requested by Ms. Chan and accepted by CEL at the absolute and sole discretion of CEL from time to time.

Exclusion from the Services

CEL shall have the right to determine at any time in its absolute discretion (a) whether to provide or continue to provide or suspend any services (which would otherwise fall within the scope of the Services) and (b) on what terms, within what scope and to what extent such services will be provided, to the extent that such services are:-

1. services which in the sole opinion of CEL will be unduly burdensome or will otherwise cause significant interruption or inconvenience to the business of the Group; or
2. services in the sole opinion of CEL as and when the aggregate Service Charges payable by Ms. Chan and/or the Chan Associates exceeds or may exceed the Cap for the respective period or financial year as approved by the Independent Shareholders and announced by the Company from time to time.

The Service Charges

In respect of all of the Services (other than the Property Management Services, the Rental Services and the Other Ordinary Services)

Ms. Chan shall pay (or procure payment) to CEL (or any of the other CEL Companies as CEL may direct) charges calculated at such hourly charge-out rates (being cost plus the Margin) as may be specified by CEL from time to time in relation to the time spent by the staff and/or representatives of the CEL Companies in providing such services. Such hourly charge-out rates (inclusive of the Margin) are subject to revision or adjustment by CEL in its sole and absolute discretion, including without limitation addition or reduction of staff and adjustment of hourly charge-out rates, from time to time.

In respect of the Property Management Services

1. For the provision of the Property Management Services in relation to the Southorn Centre Properties, the Silvercord Properties, The ONE Properties, the Windsor House Properties

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and the Josephine Court Properties, Ms. Chan shall pay (or procure payment) to CEL (or any of the other CEL Companies as CEL may direct) the aggregate of the following charges:-

1. 1. monthly/annual charges calculated at 15% of the aggregate of (1) the total expenses, costs and charges necessarily and reasonably incurred in the management of such properties for the relevant period/year (including without limitation site staff costs, but excluding certain specified costs); and (2) the total amount of charges calculated at the hourly charge-out rates (being at cost) provided under (A)(ii) below; and
   2. monthly/annual charges calculated at such hourly charge-out rates (being at cost) as may be specified by CEL from time to time in relation to the time spent by the staff and/or representatives of the CEL Companies (excluding any site staff of such properties) in providing such services. Such hourly charge-out rates (being at cost) are subject to revision or adjustment by CEL in its sole and absolute discretion, including without limitation addition or reduction of staff and adjustment of hourly charge-out rates, from time to time.
2. The charges for the provision of the Property Management Services in relation to the Excelsior Properties payable by Ms. Chan (or such persons procured by Ms. Chan) to CEL (or any of the other CEL Companies as CEL may direct) are calculated in the following manner:-
3. 1. in respect of any Relevant Property Management Services, the Relevant Property Management Services shall be charged and paid by the respective owner(s) of the Excelsior Properties in accordance with the terms of the Sub-DMC to the intent that notwithstanding that the Relevant Property Management Services shall be deemed to form part of the Property Management Services provided under the Contract, no additional charge for the Relevant Property Management Services shall be charged against Ms. Chan (or the respective owner(s) of the Excelsior Properties) under the Contract apart from those charged under the Sub-DMC;
   2. for the Laforet Properties, subject to (B)(i) above, the charges for such services shall be the aggregate of:-
   3. 1. monthly/annual charges calculated at 15% of the aggregate of (aa) the total expenses, costs and charges necessarily and reasonably incurred in the management of the Laforet Properties for the relevant period/year (including without limitation site staff costs) and (bb) the total amount of charges calculated at the hourly charge-out rates (being at cost) provided under (B)(ii)(2) below; and
      2. monthly/annual charges calculated at such hourly charge-out rates (being at cost) as may be specified by CEL from time to time in relation to the time spent by the staff and/or representatives of the CEL Companies (excluding any site staff of the Laforet Properties) in providing such services (for avoidance of doubt, excluding the Relevant Property Management Services). Such hourly charge-out rates (being at cost) are subject to revision or adjustment by CEL in its sole and absolute discretion, including without limitation addition or reduction of staff and adjustment of hourly charge-out rates, from time to time;

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1. 1. for the Excelsior Street Shops, subject to (B)(i) above, the charges for such services shall be calculated at such hourly charge-out rates (being cost plus the Margin) as may be specified by CEL from time to time in relation to the time spent by the staff and/or representatives of the CEL Companies in providing such services (for avoidance of doubt, excluding the Relevant Property Management Services). Such hourly charge-out rates (inclusive of the Margin) are subject to revision or adjustment by CEL in its sole and absolute discretion, including without limitation addition or reduction of staff and adjustment of hourly charge-out rates, from time to time.
2. In consideration of the provision of the Property Management Services in relation to the York Place Properties, Ms. Chan shall pay (or procure payment) to CEL (or any of the other CEL Companies as CEL may direct) charges calculated at such hourly charge-out rates (being cost plus the Margin) as may be specified by CEL from time to time in relation to the time spent by the staff and/or representatives of the CEL Companies in providing such services. Such hourly charge-out rates (inclusive of the Margin) are subject to revision or adjustment by CEL in its sole and absolute discretion, including without limitation addition or reduction of staff and adjustment of hourly charge-out rates, from time to time.
3. In consideration of the provision of the Property Management Services in relation to the Properties other than those mentioned in (A) to (C) above (if any), Ms. Chan shall pay (or procure payment) to CEL (or any of the other CEL Companies as CEL may direct) charges for such Property Management Services in the same manner as set out in any of (A), (B) or (C) above as agreed between Ms. Chan and CEL.

In respect of the Rental Services

Ms. Chan shall pay (or procure payment) to CEL (or any of the other CEL Companies as CEL may direct) charges calculated based on the estimated market rental of the relevant Rental Services from time to time plus the Margin. The said estimated market rental and the Margin are subject to revision or adjustment by CEL in its sole and absolute discretion from time to time.

In respect of the Other Ordinary Services

Ms. Chan shall pay (or procure payment) to CEL (or any of the other CEL Companies as CEL may direct) charges as may be specified by CEL in its sole and absolute discretion from time to time calculated at a standardised rate or a rate no less favourable than the charges charged to independent third parties in the ordinary and usual course of business for the provision of similar services of comparable type and transaction amounts.

In addition to the payment of the Service Charges above, Ms. Chan shall also bear and reimburse (or procure reimbursement to) CEL (or any of the other CEL Companies as CEL may direct) for all costs and expenses incurred by the CEL Companies for the provision of the Services.

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Termination

If the Condition has not been fulfilled/satisfied on or before 31 October 2020 (inclusive of that day), the Contract shall be automatically terminated.

After the Contract becomes effective upon the fulfillment/satisfaction of the Condition, the Contract may be terminated (i) by either party by giving a prior written notice to the other party of not less than 3 months (or such shorter period as may be agreed by both parties); (ii) at any time on the ground of bankruptcy or winding-up of either party; or (iii) by a party on a material breach of the Contract by the other party which has not been remedied within 1 month after being notified by the non-defaulting party.

CEL shall also be entitled to terminate the Contract by giving Ms. Chan a written notice of not less than 1 month (or such shorter period as may be agreed by both parties or required by the Stock Exchange) at any time if: (i) the continuing performance by CEL of its obligations thereunder will or is likely to result in a breach or non-compliance of the Listing Rules by the Company; (ii) the Stock Exchange disapproves the transactions contemplated under the Contract; or (iii) the Stock Exchange revokes any waiver or consent (if any) previously granted for the transactions contemplated under the Contract.

Termination in accordance with the above shall be without prejudice to any claim for any antecedent breach, non-observance or non-performance of the terms or conditions in the Contract.

PROPOSED ANNUAL CAPS

Having considered (i) the estimated Service Charges for the Services to be provided under the Contract; and (ii) allowing a reasonable buffer for any upward adjustments on the Service Charges charged by CEL (including due to inflation or otherwise), the Board proposed that the aggregate Service Charges for all the Services under the Contract shall not exceed the Caps for the respective period or financial year below:-

For the period
from 1 November			For the period from
2020 to 31	For the financial	For the financial	1 January 2023 to
December 2020	year ending 2021	year ending 2022	31 October 2023
HK$9,800,000	HK$59,400,000	HK$62,400,000	HK$54,600,000

REASONS FOR AND BENEFITS OF ENTERING INTO THE CONTRACT

The Contract will generate income to the Group as the Group will receive the Service Charges with a guaranteed rate of high mark up for profit for the Services (other than the Relevant Property Management Services and the Other Ordinary Services). As regards the Relevant Property Management Services and the Other Ordinary Services, such services will be provided in the ordinary and usual course of business of the Group on terms no less favourable than those offered to independent third parties for similar services. The terms of the Contract (including the basis of the Service Charges and, where applicable, the guaranteed rate of the Margin) are arrived at after arm's length negotiation and with no unusual or onerous obligations on the part of CEL.

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In view of the above, the Directors (excluding the independent non-executive Directors whose view will be provided after taking into account the opinion and advice from the Independent Financial Adviser) considered that (i) the Contract is on normal commercial terms and the terms of the Contract and the Caps are fair and reasonable; (ii) the provision of the Services (other than household management and maintenance services under the Asset Management and Maintenance Services, the Property Administration Services, the Rental Services and the Advisory and Consultancy Services) contemplated under the Contract are in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole. Having considered the reasons and benefits in respect of the provision of household management and maintenance services under the Asset Management and Maintenance Services, the Property Administration Services, the Rental Services and the Advisory and Consultancy Services as mentioned above, the Directors (excluding the independent non-executive Directors whose view will be provided after taking into account the opinion and advice from the Independent Financial Adviser) are of the view that, although the provision of such services contemplated under the Contract are not in the ordinary and usual course of business of the Group, the terms of such services are fair and reasonable so far as the Group are concerned and on normal commercial terms, and are in the interests of the Company and its Shareholders as a whole.

INTERNAL CONTROL

The Group has adopted the following internal control measures over the continuing connected transactions of the Company under the Contract:-

1. The head of each relevant department of the Group will submit a monthly report on the time spent by the relevant staff in that department in providing the Services and the human resources department of the Group will review and calculate the total amount of the time costs of the relevant staff of the Group based on the applicable hourly charge-out rates stipulated in the Contract. In addition, the head of each relevant department of the Group will also submit monthly/annual report on the usage of the motor vehicles, vessels and car parking spaces etc. and/or the total expenses and costs incurred and calculation of the total Service Charges (as the case may be) for such Services to the finance & accounts department of the Group for their review. The human resources department and the finance & accounts department of the Group will ensure that the Service Charges are charged in accordance with the pricing policies stated in the Contract. Invoice will be issued accordingly with the endorsement of the Group Financial Controller.
2. The finance & accounts department of the Group is primarily responsible to review and monitor the continuing connected transactions under the Contract to ensure that the Cap is not exceeded.
3. The independent non-executive Directors and the Company's external auditors will conduct annual review on the continuing connected transactions contemplated under the Contract to confirm that, among others, such transactions are in accordance with the pricing polices stated in the Contract and have been entered into in accordance with the Contract and in accordance with Rule 14A.55 and Rule 14A.56 of the Listing Rules respectively. They will review the hourly charge-out rates and the Margin annually to ensure that they are fair and reasonable and not less favourable to the Company than those offered to independent third parties.

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4. If the amount of the Service Charges payable by Ms. Chan and/or the Chan Associates under the Contract shall exceed the Caps or upon the expiry of the Caps or where the Contract is renewed or if there is a material change to its terms, the Company will re-comply with all applicable requirements under the Listing Rules, including (where required) the obtaining of approval by the Independent Shareholders.

INFORMATION OF THE GROUP

The Group is principally engaged in property investment and development, brokerage, securities investment, money lending and cosmetics distribution and trading. CEL is an investment holding company incorporated in Hong Kong with provision of management services to its group companies and a direct wholly-owned subsidiary of the Company.

INFORMATION OF MS. CHAN

Ms. Chan is an executive Director and a trustee of the substantial shareholders of the Company (who are her minor children) who indirectly holds an aggregate of approximately 74.99% of the total issued share capital of the Company as at the date of this announcement. Ms. Chan is the younger sister of Ms. Chan, Sze-wan (an executive Director and the Chief Executive Officer of the Company), the elder sister of Ms. Chan, Lok-wan (an executive Director), the step-mother of Mr. Lau, Ming-wai (a non-executive Director and the Chairman of the Board) and the sister-in-law of Ms. Amy Lau, Yuk-wai (a non-executive Director).

LISTING RULES IMPLICATION

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the transactions contemplated under the Contract are more than 5% but are all less than 25%, the Contract and the transactions contemplated thereunder constitute discloseable transactions for the Company and are therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

In addition, Ms. Chan, an executive Director and a trustee of the substantial shareholders of the Company (who are her minor children), indirectly holds an aggregate of approximately 74.99% of the total issued share capital of the Company as at the date of this announcement. Therefore, Ms. Chan is a connected person of the Company. Accordingly, the Contract and the transactions contemplated thereunder constitute continuing connected transactions for the Company under Rule 14A.31 of the Listing Rules and are therefore subject to reporting, announcement, circular, Independent Shareholders' approval and annual review requirements under Chapter 14A of the Listing Rules.

GENERAL

The SGM will be convened and held for, among other things, the Independent Shareholders to approve the Contract and the transactions contemplated thereunder (including the Caps, where applicable). At the SGM, Ms. Chan, her associates and relatives (if they hold any Shares) will abstain from voting on the resolution(s) to be proposed to approve the Contract and the transactions contemplated thereunder to avoid any actual and potential conflict of interest. Any vote exercised by the Independent Shareholders at the SGM shall be taken by poll.

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The Independent Board Committee comprising all the independent non-executive Directors has been established to consider the Contract and to advise and make recommendations to the Independent Shareholders as to how to vote at the SGM on the resolution(s) in relation to the Contract. Gram Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the same. No member of the Independent Board Committee has any material interest in the Contract and the transactions contemplated thereunder.

A circular containing, among other things, further details of the Contract, the respective advice from the Independent Financial Adviser and the Independent Board Committee and the notice of the SGM is expected to be despatched to the Shareholders within 15 business days after the date of this announcement.

Shareholders and potential investors of the Company should note that the Contract and the transactions contemplated thereunder (including the Caps) are subject to the Condition, namely the obtaining of the approval by the Independent Shareholders at the SGM in accordance with the Listing Rules, being fulfilled/satisfied. Therefore, the Contract and the transactions contemplated thereunder may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares and, in case of doubt, to seek independent advice from professional or financial advisers.

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DEFINITIONS

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

"Advisory and Consultancy	the Advisory and Consultancy Services as specified under
Services"	the Contract and summarised in the sub-section headed
	"Services to be provided by CEL Companies" in this
	announcement;
"Assets"	collectively, properties and related assets (including without
	limitation the fixtures, fittings, information technology
	related devices and equipment therein) and such other assets
	of a nature normally requiring management service,
	maintenance service or other similar services which are
	beneficially owned by Ms. Chan and/or the Chan Associates
	or her related parties;
"Asset Management and	the Asset Management and Maintenance Services as
Maintenance Services"	specified under the Contract and summarised in the sub-
	section headed "Services to be provided by CEL
	Companies" in this announcement;
"associate(s)"	has the meaning ascribed to it in Chapter 14A of the Listing
	Rules;
"Board"	the board of Directors;
"Cap"	for the purpose of Chapter 14A of the Listing Rules, the
	maximum amount of the Service Charges payable under the
	Contract in respect of the provision of the Services for the
	respective period or financial year as set out in the section
	headed "Proposed Annual Caps" in this announcement,
	collectively the "Caps";
"Chan Associate(s)"	the associate(s) and/or relative(s) of Ms. Chan as may be
	designated by Ms. Chan and notified to and accepted by CEL
	as recipient(s) of the relevant Services from time to time;
"CEL"	Chinese Estates, Limited, a company incorporated in Hong
	Kong with limited liability and a direct wholly-owned
	subsidiary of the Company;
"CEL Companies"	CEL, its fellow subsidiaries and wholly-owned subsidiaries,
	and any one of the CEL Companies shall refer to as a "CEL
	Company";
"Company"	Chinese Estates Holdings Limited (stock code: 127), a
	company incorporated in Bermuda with limited liability, the
	Shares are listed on the main board of the Stock Exchange;
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"Condition"	the condition precedent to the commencement of the term of
	the Contract, namely, the obtaining of the approval by the
	Independent Shareholders at the SGM in accordance with the
	Listing Rules;
"connected person"	has the meaning ascribed to it in the Listing Rules;
"Contract"	the contract for services dated 14 August 2020 entered into
	between CEL and Ms. Chan in respect of the provision of the
	Services which term, subject to the Condition being
	fulfilled/satisfied, will commence on 1 November 2020 for
	3 years unless otherwise terminated earlier in accordance
	with the Contract;
"Director(s)"	director(s) of the Company;
"Excelsior Plaza"	the shopping mall at Causeway Bay, Hong Kong comprising:
	(i) all those parts or portions of the Ground Floor, the First
	Floor, the Second Floor and main roof of Chee On Building;
	(ii) all those parts or portions of the Ground Floor, the First
	Floor, the Second Floor and main roof of Yee On Building;
	and (iii) Annex Land Building occupying Subsection 2 of
	Section G of Marine Lot No. 52 and the Extension, Section
	B of Subsection 1 of Section A of Marine Lot No. 52 and the
	Extension thereto, Subsection 3 of Section G of Marine Lot
	No. 52 and the Extension thereto, the Remaining Portion of
	Inland Lot No. 469 and the Remaining Portion of Section A
	of Inland Lot No. 470 and Subsection 1 of Section G of
	Marine Lot No. 52 and the Extension thereto and Section A
	of Subsection 1 of Section A of Marine Lot No. 52 and the
	Extension thereto;
"Excelsior Properties"	the Excelsior Street Shops and the Laforet Properties;
"Excelsior Street Shops"	the properties comprising Shop Nos. 1 to 3 and 6 to 12 on
	Ground Floor and Unit Nos. 6 to 11 on 1st Floor of Yee On
	Building and Shop Nos. 21, 23 and 24 on Ground Floor of
	Chee On Building together with the External Walls on
	Ground Floor, 1st Floor and 2nd Floor and the Main Roof of
	Yee On Building, Excelsior Plaza, Nos. 24-26 East Point
	Road, Causeway Bay, Hong Kong;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China;

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"Independent Board	the independent board committee of the Board, comprising
Committee"	all	the independent non-executive Directors, namely,
	Mr. Chan, Kwok-wai, Ms. Phillis Loh, Lai-ping and Mr. Ma,
	Tsz-chun, established for the purpose of advising the
	Independent Shareholders in respect of the Contract and the
	transactions contemplated thereunder;
"Independent Financial	Gram Capital Limited, a licensed corporation to carry out
Adviser"	Type 6 (advising on corporate finance) regulated activity
	under the SFO, being the independent financial adviser to the
	Independent Board Committee and the Independent
	Shareholders in respect of the Contract and the transactions
	contemplated thereunder;
"Independent	Shareholders other than Shareholders who have a material
Shareholders"	interest in the Contract and the transactions contemplated
	thereunder (including Ms. Chan, her associates and relatives
	(if they hold any Shares));
"Josephine Court	the property known as "Josephine Court" situated at No.12
Properties"	Shiu Fai Terrace, Mid-levels East, Hong Kong;
"Laforet Properties"	the properties comprising:-
	(i)	Shop No. 31 on 1st Floor, Shop No. 32 (Part) on Ground
		Floor, 1st Floor and 2nd Floor, Shop No. 32 (Part) on
		2nd Floor, External Walls on Ground Floor, 1st Floor
		and 2nd Floor, Reserved shares for Naming Right in
		respect of Ground Floor, 1st Floor and 2nd Floor and
		Main Roof of Chee On Building, Excelsior Plaza, No.
		24 East Point Road, Causeway Bay, Hong Kong;
	(ii)	Reserved Area (Unit G) on 2nd Floor, Shop No. 32
		(Part) on 2nd Floor and Reserved shares of and in the
		Land and Yee On Building forming part of the Excelsior
		Plaza in respect of Ground Floor, 1st Floor and 2nd
		Floor of Yee On Building, Excelsior Plaza, No. 26 East
		Point Road, Causeway Bay, Hong Kong; and
	(iii)	Shop No. 32 (Part) on 2nd Floor, External Walls and 5
		Reserved shares of and in the Land and the Annex Land

Building forming part of the Excelsior Plaza in respect of Ground Floor, 1st Floor and 2nd Floor, and all that portion of the External Walls (Elevation Behind Escalator) of the Annex Land Building, Excelsior Plaza, Nos. 24-26 East Point Road, Causeway Bay, Hong Kong;

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"Leasing Administration	the Leasing Administration Services as specified under the
Services"	Contract and summarised in the sub-section headed
	"Services to be provided by CEL Companies" in this
	announcement;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"Margin"	a premium at such rate or of such amount as shall be
	determined by CEL in its sole and absolute discretion from
	time to time, which in any event shall be no less than a rate
	of 30%;
"Ms. Chan"	Ms. Chan, Hoi-wan, an executive Director and a trustee of
	the substantial shareholders of the Company (who are her
	minor children);
"Other Ordinary Services"	the Other Ordinary Services as specified under the Contract
	and summarised in the sub-section headed "Services to be
	provided by CEL Companies" in this announcement;
"Properties"	such properties as may be specified by Ms. Chan and
	accepted by CEL from time to time which are beneficially
	owned by Ms. Chan and/or the Chan Associates;
"Property Administration	the Property Administration Services as specified under the
Services"	Contract and summarised in the sub-section headed
	"Services to be provided by CEL Companies" in this
	announcement;
"Property Management	the Property Management Services as specified under the
Services"	Contract and summarised in the sub-section headed
	"Services to be provided by CEL Companies" in this
	announcement;
"relative(s)"	has the meaning ascribed to it in Chapter 14A of the Listing
	Rules;
"Relevant Property	those services falling within the scope of the Property
Management Services"	Management Services which are provided by Perfect World
	Company Limited (an indirect wholly-owned subsidiary of
	the Company) as manager of Excelsior Plaza under the Sub-
	DMC;
"Rental Services"	the Rental Services as specified under the Contract and
	summarised in the sub-section headed "Services to be
	provided by CEL Companies" in this announcement;

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"Sale Administration	the Sale Administration Services as specified under the
Services"	Contract and summarised in the sub-section headed
	"Services to be provided by CEL Companies" in this
	announcement;
"Services"	collectively (i) the Leasing Administration Services; (ii) the
	Sale Administration Services; (iii) the Property Management
	Services; (iv) the Property Administration Services; (v) the
	Asset Management and Maintenance Services; (vi) the
	Rental Services; (vii) the Advisory and Consultancy
	Services; and (viii) the Other Ordinary Services;
"Service Charges"	the charges payable by Ms. Chan and/or the Chan Associates
	for the Services pursuant to the Contract;
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
"SGM"	the special general meeting of the Company to be convened
	for the purpose of considering and, if thought fit, approving
	the Contract and the transactions contemplated thereunder
	(including the Caps, where applicable);
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of the
	Company;
"Shareholder(s)"	the holder(s) of the Share(s);
"Silvercord Properties"	the properties comprising shops, restaurant and coffee shop
	on basement, shops on lower ground floor, shops (excluding
	shop no. 38) on ground floor, shops (excluding shop no. 39)
	on 1st floor, shops (excluding shop no. 41) on 2nd floor, the
	whole 3rd floor and car parking spaces nos. 1, 2, 6, 7, 8, 9,
	21, 24, 25, 26, 29, 30, 34 and 35 on basement, Silvercord,
	No. 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong;
"Southorn Centre	the properties comprising:-
Properties"	(i) Shop No. 2 and Shop No. 3 on Ground Floor, Southorn
	Centre, No. 150 Hennessy Road, Hong Kong;
	(ii) Commercial Accommodation on 1st Floor and 2nd
	Floor, Southorn Centre, No. 130 Hennessy Road,
	Hong Kong; and

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	(iii) Staircase facing O'Brien Road (for Exclusive Use to
	Commercial Accommodation on 1/F & 2/F Southorn
	Centre), Ground Floor Service Lift Area (for
	Exclusive Use to Commercial Accommodation on 1/F
	& 2/F Southorn Centre) and Staircase facing Hennessy
	Road (for Exclusive Use to Commercial
	Accommodation on 1/F & 2/F Southorn Centre), No.
	130 Hennessy Road, Hong Kong;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Sub-DMC"	the sub-sub-deed of mutual covenant and management
	agreement dated 1 September 1997 made between Perfect
	World Company Limited (an indirect wholly-owned
	subsidiary of the Company), Viewide Properties Limited and
	Sunny Ocean Limited;
"substantial	has the meaning ascribed to it in the Listing Rules;
shareholder(s)"
"The ONE Properties"	the property known as "The ONE" situated at No. 100
	Nathan Road, Tsimshatsui, Kowloon, Hong Kong;
"Windsor House	the property known as "Windsor House" situated at No. 311
Properties"	Gloucester Road, Causeway Bay, Hong Kong;
"York Place Properties"	the properties comprising Shop 1 and Shop 2, York Place,
	No. 22 Johnston Road, Wanchai, Hong Kong; and
"%"	per cent.
	By order of the Board
	Lam, Kwong-wai
	Executive Director and Company Secretary
Hong Kong, 14 August 2020

As at the date of this announcement, the Board comprised Ms. Chan, Sze-wan, Ms. Chan, Hoi-wan, Ms. Chan, Lok-wan and Mr. Lam, Kwong-wai as Executive Directors, Mr. Lau, Ming-wai and Ms. Amy Lau, Yuk-wai as Non-executive Directors, and Mr. Chan, Kwok-wai, Ms. Phillis Loh, Lai-ping and Mr. Ma, Tsz-chun as Independent Non-executive Directors.

Website: http://www.chineseestates.com

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