China New Town Development : ANNOUNCEMENT PURSUANT TO RULE 13.18 OF THE LISTING RULES FACILITY AGREEMENT WITH SPECIFIC PERFORMANCE COVENANTS

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China New Town Development Company Limited 中國新城鎮發展有限公司

(Incorporated as a business company limited by shares under the laws of the British Virgin Islands)

Hong Kong Stock Code: 1278

ANNOUNCEMENT PURSUANT TO RULE 13.18 OF THE LISTING RULES FACILITY AGREEMENT WITH SPECIFIC PERFORMANCE COVENANTS

This announcement is made by the Company pursuant to Rule 13.18 of the Listing Rules.

On 24 April 2018, China New Town Holding Company Limited as the borrower and the Company as the guarantor entered into a Facility Agreement with, inter alia, various financial institutions as the Lenders in relation to HK$1,524,000,000 and US$100,000,000 term and revolving loan facilities for the term up to 36 months from the date of the Facility Agreement. The Facility Agreement includes a term imposing a specific performance obligation on the controlling shareholders of the Company.

This announcement is made by China New Town Development Company Limited (the "Company" and together with its subsidiaries, collectively the "Group") pursuant to Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

On 24 April 2018, China New Town Holding Company Limited (a wholly-owned subsidiary of the Company) as the borrower ("Borrower") and the Company as the guarantor entered into a facility agreement (the "Facility Agreement") with, inter alia, various financial institutions as lenders (the "Lenders"), China Construction Bank (Asia) Corporation Limited as mandated lead arranger and bookrunner, agent and security agent ("Agent"), pursuant to which the Lenders have agreed to make available HK$1,524,000,000 and US$100,000,000 term and revolving loan facilities for the term up to 36 months from the date of the Facility Agreement. The loan facilities to be obtained under the Facility Agreement shall be applied by the Company for the general corporate funding requirements of the Group, including refinancing of the existing senior notes of the Group.

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SPECIFIC PERFORMANCE OBLIGATIONS

Pursuant to the terms of the Facility Agreement, among others, the Company has undertaken to make certain prepayment upon the occurrence of the following events (each, a "Prepayment Event"):

• (i) China Development Bank (國家開發銀行) does not, or ceases to, beneficially own, directly or indirectly, 100% of the equity interest in China Development Bank Capital Corporation Limited (國開金融有限責任公司), a company incorporated under the laws of the PRC, ("CDB Capital"), free from any security;

• (ii) China Development Bank (國家開發銀行) does not, or ceases to, have management control over CDB Capital;

• (iii) CDB Capital does not, or ceases to, beneficially own, directly or indirectly, 100% of the issued share capital in China Development Bank International Holdings Limited (國開國際控股有 限公司) ("CDBIH"), free from any security;

• (iv) CDB Capital does not, or ceases to, have management control over CDBIH;

• (v) CDBIH does not, or ceases to, beneficial own, directly or indirectly, at least 51% of the issued share capital in the Company, free from any security;

• (vi) CDBIH does not, or ceases to, have management control over the Company.

Upon the occurrence of a Prepayment Event, (i) no further utilisation of any facility may be made without the prior written consent of all the Lenders; and (ii) the Borrower shall, immediately after receipt of a notice from the Agent, prepay all the loans, together with accrued interest and all other amounts payable, in full and all the commitments of the Lenders shall be cancelled.

The Company will continue to make relevant disclosure under its subsequent interim and annual reports pursuant to Rule 13.21 of the Listing Rules as long as circumstances giving rise to the obligations under Rule 13.18 of the Listing Rules continue to exist.

By order of the Board

China New Town Development Company Limited

Liu Heqiang

Chief Executive Officer

Hong Kong, 24 April 2018

As at the date of this announcement, the executive directors of the Company are Mr. Liu Heqiang (Chief Executive Officer), Ms. Yang Meiyu, Mr. Ren Xiaowei and Mr. Shi Janson Bing; the non-executive directors of the Company are Mr. Wei Wei (Chairman), Mr. Zuo Kun (Vice Chairman), Mr. Li Yao Min (Vice Chairman) and Mr. Xie Zhen; and the independent non-executive directors of the Company are Mr. Henry Tan Song Kok, Mr. Kong Siu Chee, Mr. Zhang Hao and Mr. E Hock Yap.