China New Town Development : ANNOUNCEMENT RELATING TO THE SUPPLEMENTAL AGREEMENT TO THE FRAMEWORK AGREEMENT AND DELAY IN DESPATCH OF THE CIRCULAR

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

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

Hong Kong Stock Code: 1278

ANNOUNCEMENT RELATING TO THE SUPPLEMENTAL AGREEMENT TO

THE FRAMEWORK AGREEMENT

AND

DELAY IN DESPATCH OF THE CIRCULAR

Reference is made to the announcement of the Company dated 28 November 2017 (the "Announcement") in relation to the entering into of the Equity Interest Transfer and Framework Agreement. Unless otherwise stated, capitalised terms shall have the same meaning as defined in the Announcement.

BACKGROUND

As set out in the Announcement, the Purchaser (a wholly-owned subsidiary of the Company), the Vendor and the Target Company entered into the Equity Interest Transfer and Framework Agreement, pursuant to which, among other things, (i) the Purchaser has agreed to acquire, and the Vendor has agreed to sell, the entire equity interest held by the Vendor in the Target Company, at the consideration of RMB300,000,000; (ii) the Purchaser has agreed to take assignment of the Target Liabilities incurred by the Target Company in the amount of RMB620,000,000; and (iii) the Purchaser has agreed to be responsible for the Construction Costs of the Target Company in the amount of RMB320,000,000.

Also, pursuant to the Equity Interest Transfer and Framework Agreement, the Purchaser will establish the Fund, such that the Target Company will be owned as to 80% by the Fund and 20% by the Purchaser. If the Fund is not established within 70 days after the date of the Equity Interest Transfer and Framework Agreement, the Purchaser shall complete the Transactions such that the Purchaser will be interested in 100% of the Target Company and be responsible for 100% of the total amount payable under the Equity Interest Transfer and Framework Agreement.

THE SUPPLEMENTAL AGREEMENT

As additional time is required to finalise the details for the establishment of the Fund, the Purchaser, the Vendor and the Target Company entered into a supplemental agreement on 7 February 2018 (the "Supplemental Agreement"). Pursuant to the Supplemental Agreement, the parties agree:

• (i) that the Purchaser is establishing a Limited Partnership Enterprise(the "Fund").T he Purchaser and the Fund will be the ultimate owner of the equity of the Target Company. After the registration of the transfer of equity interest of the Target Company with the relevant government authorities is completed, the Purchaser and the Fund will hold 20% and 80% of the equity of the Target Company. Once the Fund establishes, the Purchaser and the Fund shall enter into the Equity Interest Transfer Agreement and the Assignment Agreement with the Vendor.

• (ii) to extend the period for the entering into of the Equity Interest Transfer Agreement and the Assignment Agreement from "70 days after the date of the Equity Interest Transfer and Framework Agreement" to "100 days after the date of the Equity Interest Transfer and Framework Agreement(the "Initial Date")";

• (iii) that if the Fund remains unestablished on the Initial Date, the Purchaser shall pay to the Vendor an interest of 4.9% per annum on the principal amount of RMB600,000,000(being first instalment of the consideration for the Assignment as set out in the Announcement) during the period from the expiry of the Initial Date until the date on which the Fund is established or the Purchaser enters into the Equity Interest Transfer Agreement and the Assignment Agreement with the Vendor;

• (iv) that if the Fund remains unestablished on the 190th days after the date of the Equity Interest Transfer and Framework Agreement, the Vendor shall be able to (a) require the Purchaser to enter into the Equity Interest Transfer Agreement and the Assignment Agreement; or (b) terminate the Equity Interest Transfer and Framework Agreement and the Supplemental Agreement and an amount, being 20% of the aggregate consideration for the Acquisition and the Assignment, shall be payable by the Purchaser to the Vendor;

• (v) that if the registration of the transfer of equity interest of the Target Company with the relevant government authorities as well as the payment of the RMB600,000,000 (being the first instalment of the consideration for the Assignment) to the creditors of the Target Company are not completed on or before 10 May 2018("the Final Transfer Date") due to reasons on the part of the Purchaser, the Final Transfer Date shall be automatically postponed to a date where the aforesaid registration and payment are completed; and

• (vi) if the Target Project could not be formally transferred to the Purchaser in accordance with the Equity Interest Transfer and Framework Agreement, the Vendor shall pay to the Purchaser an interest of 4.9% per annum on the aggregate amount of the consideration for the Acquisition and the Assignment paid by the Purchaser to the Vendor during the period from the date immediately after the Transfer Date until the date on which the Target Project is formally transferred to the Purchaser, provided that the delay is not due to reasons on the part of the Purchaser and the Target Company.

Other than the amendments above, all other terms and conditions of the Equity Interest Transfer and Framework Agreement shall remain in full force and effect.

As the date of the Supplemental Agreement, in accordance with the Equity Interest Transfer Framework Agreement, an amount of RMB200,000,000, being the first instalment of the consideration for the Acquisition, and an amount of RMB132,867,608.28, being the construction cost of the Target Project up to January 2018, has been paid by the Purchaser to the Vendor.

As set out in the Announcement, a circular containing, among other things, further information relating to the Equity Interest Transfer and Framework Agreement and the transactions contemplated thereunder, including the Transactions and the establishment of the Fund will be despatched to the Shareholders on or before 28 February 2018. As the Company requires additional time to finalise the terms of the Fund, the despatch date of the circular will be postponed to a date on or before 29 June 2018.

Further announcement setting out the terms of the Fund will be made by the Company as soon as practicable in accordance with the requirements under the Listing Rules.

By order of the Board China New Town Development

Company Limited

Liu Heqiang

Chief Executive Officer and

Executive Director

Hong Kong, 7 February 2018

As at the date of this announcement, the executive Directors are Mr. Liu Heqiang (Chief Executive Officer), Ms. Yang Meiyu, Mr. Ren Xiaowei and Mr. Shi Janson Bing; the non-executive Directors 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 are Mr. Henry Tan Song Kok, Mr. Kong Siu Chee, Mr. Zhang Hao and Mr. E Hock Yap.