Logan Property : EXEMPTED CONNECTED TRANSACTION - ACQUISITION OF 20.4% EQUITY INTEREST IN A NON-WHOLLY OWNED SUBSIDIARY

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龍光地產控股有限公司

(Incorporated in the Cayman Islands with limited liability)

On 5 September 2017, Shenzhen Logan Property exercised its first right to acquire the 20.4% equity interest in Shenzhen Logan Junjing.

Prior to completion of the Acquisition, Pingan Dahua is a substantial shareholder of Shenzhen Logan Junjing, which was a non-wholly owned subsidiary of the Company, and hence a connected person of the Company at the subsidiary level under Chapter 14A of the Listing Rules. The Acquisition constitutes a connected transaction of the Company.

One of the applicable percentage ratios in respect of the Acquisition exceeded 5% but was less than 25%. As (i) Pingan Dahua is a connected person of the Company at the subsidiary level; (ii) the Board has approved the Acquisition; and (iii) the independent non-executive Directors have confirmed that the Acquisition is on normal commercial terms and its terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole, the Acquisition is subject to the reporting and announcement requirements, and is exempt from the circular, independent financial advice and independent shareholders' approval requirements under Rule 14A.101 of the Listing Rules.

Shenzhen Logan Junjing was a wholly owned subsidiary of the Company established on 16 July 2015.

In early September 2015, the Company and Pingan Dahua agreed to convert Shenzhen Logan Junjin into a joint venture to bid for the land parcel, namely Shenzhen 2015 no. A811-0319, in the public auction. On 23 September 2015, Shenzhen Logan Junjing secured the land parcel in the public auction.

Since September 2015, Pingan Dahua was a 49% shareholder through its capital contribution of RMB4.8 billion to Shenzhen Logan Junjing.

As part of the transaction in relation to the capital contribution by Pingan Dahua, Shenzhen Logan Property was granted by Pingan Dahua the first right to repurchase all or part of the 49% equity interest held by Pingan Dahua in Shenzhen Logan Junjing.

On 4 September 2017, Shenzhen Logan Property exercised its first right to acquire the 20.4% equity interest in Shenzhen Logan Junjing. The principle terms of the Acquisition are set out below.

The total consideration for the Acquisition was RMB2,021,956,000. The consideration was financed by the Group's internal resources.

The consideration for the Acquisition was determined upon arm's length negotiation between the parties with reference to (i) the net asset value of Shenzhen Logan Junjing as at 31 August 2017; (ii) the initial capital contribution made by Pingan Dahua; and (iii) the business prospects of Shenzhen Logan Junjing.

Completion will take place on 11 September 2017.

Immediately before Completion, Shenzhen Logan Junjing is held as to 51% by Shenzhen Logan Property and as to 49% by Pingan Dahua. It is a non-wholly owned subsidiary of the Company with its financial results consolidated into the financial results of the Group.

Upon completion of the Acquisition, Shenzhen Logan Junjing will be held as to 71.4% by Shenzhen Logan Property and as to 28.6% by Pingan Dahua. It will remain as a non-wholly owned subsidiary of the Company.

Shenzhen Logan Junjing owns the land use right to a land parcel, namely Shenzhen 2015 no. A811-0319. It is principally engaged in the development and sale of the Logan Carat Complex project located on the Hongshan subway station in Longhua New District, Shenzhen. The land has a total site area of 87,045 square metres and a GFA of 783,113 square metres. As at the date of this announcement, the Logan Carat Complex project is under construction and commenced pre-sale in April 2017.

The financial information of Shenzhen Logan Junjing for the two financial years ended 31 December 2016 is set out below:

As at 31 August 2017, the net asset value of Shenzhen Logan Junjing was RMB9,639,707,103.

The Group is principally engaged in property development, property investment and property construction in the PRC.

The capital contribution made by Pingan Dahua was applied to fund the development of the Logan Carat Complex project. Shenzhen Logan Property resolved to exercise its first right of repurchase and to acquire the 20.4% equity interest in Shenzhen Logan Junjing held by Pingan Dahua in order to maximize the overall return of the Shareholders.

Following completion of the Acquisition, the Company will strengthen its holding in Shenzhen Logan Junjing and hence enjoy more benefits arising from the future growth and success of the Logan Carat Complex project. The Directors (including the independent non- executive Directors) are of the view that the Acquisition is on normal commercial terms, fair and reasonable, and are in the best interest of the Company and the Shareholders as a whole.

None of the Directors had a material interest in the Acquisition and was required to abstain from voting from the Board resolutions for considering and approving the Acquisition.

Prior to completion of the Acquisition, Pingan Dahua is a substantial shareholder of Shenzhen Logan Junjing, which was a non-wholly owned subsidiary of the Company, and hence a connected person of the Company at the subsidiary level under Chapter 14A of the Listing Rules. The Acquisition constitutes a connected transaction of the Company.

One of the applicable percentage ratios in respect of the Acquisition exceeded 5% but was less than 25%. As (i) Pingan Dahua is a connected person of the Company at the subsidiary level; (ii) the Board has approved the Acquisition; and (iii) the independent non-executive Directors have confirmed that the Acquisition is on normal commercial terms and its terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole, the Acquisition is subject to the reporting and announcement requirements, and is exempt from the circular, independent financial advice and independent shareholders' approval requirements under Rule 14A.101 of the Listing Rules.

The Group is principally engaged in property development, property investment and property construction in the PRC.

Shenzhen Logan Property is a company established in the PRC and an investment holding company. As at the date of this announcement, Shenzhen Logan Property is an indirect wholly-owned subsidiary of the Company.

Pingan Dahua is a company established in the PRC, which is principally engaged in asset management business in the PRC.

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

"Acquisition" the acquisition of the 20.4% equity interest in Shenzhen Logan Junjing by Shenzhen Logan Property

"Board" the board of Directors

"Company" Logan Property Holdings Company Limited (龍光地產控股 有限公司), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

"connected person" has the meaning ascribed to it under the Listing Rules "Directors" the directors of the Company