Jiayuan International : Major Transaction Acquisition Of Macau Land

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Jiayuan International Group Limited

佳源國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2768) MAJOR TRANSACTION ACQUISITION OF MACAU LAND ACQUISITION OF MACAU LAND

The Board is pleased to announce that on 6 September 2017 (after trading hours), Xiangyuan Property, an indirect wholly-owned subsidiary of the Company, the Seller and the Guarantor entered into the Sale and Purchase Agreement, pursuant to which, Xiangyuan Property agreed to purchase and the Seller agreed to sell two parcels of land located at Taipa District of Macau for a consideration of HK$3,510 million.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in relation to the Acquisition is more than 25% but less than 100%, the Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders' approval requirements under the Listing Rules.

As at the date of this announcement, Mingyuan Investment holds 1,350,000,000 Shares, representing approximately 60.81% of the issued share capital of the Company. The Company obtained a written shareholder's approval dated 6 September 2017 in relation to the Acquisition under the Sale and Purchase Agreement from Mingyuan Investment, which holds more than 50% in nominal value of the Shares of the Company giving the right to attend and vote at a general meeting of the Company.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, none of the Shareholders nor any of their respective close associates have any material interest in the Acquisition, and thus, no Shareholder would be required to abstain from voting if the Company were to convene a general meeting for the approval of the Acquisition.

Accordingly, no general meeting is required to be held to consider and approve the Acquisition under the Sale and Purchase Agreement pursuant to Rule 14.44 of the Listing Rules.

GENERAL

A circular containing, among other things, further details of Acquisition under the Sale and Purchase Agreement is expected to be despatched to the Shareholders within 15 business days after the publication of this announcement.

ACQUISITION OF MACAU LAND

The Board is pleased to announce that on 6 September 2017 (after trading hours), Xiangyuan Property, an indirect wholly-owned subsidiary of the Company, the Seller and the Guarantor entered into the Sale and Purchase Agreement, pursuant to which, Xiangyuan Property agreed to purchase and the Seller agreed to sell two parcels of land located at Taipa District of Macau for a consideration of HK$3,510 million.

SALE AND PURCHASE AGREEMENT

The principal terms of the Sale and Purchase Agreement are set out below:

Date

6 September 2017

Parties

1. Xiangyuan Property, as purchaser

2. the Seller, as seller

3. the Guarantor, as personal guarantor of certain obligations

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Seller, its ultimate beneficial owners and the Guarantor are third parties independent of and not connected with the Company and its connected persons.

Subject matter

Two parcels of land located at Taipa District of Macau and registered under the name of the Seller as the sole legal and beneficial owner (the "Macau Land"), being:

1. Lot TN20 located at San Chai Village, Taipa District of Macau with a site area of approximately 2,323 square meters with unlimited land use term designated for private use (私家用地); and

2. Lot TN24 located at San Chai Village, Taipa District of Macau with a site area of approximately 3,274 square meters with unlimited land use term designated for private use (私家用地).

According to the urban condition plans (規劃條件圖) issued by the relevant department of the Macau Government in July 2015, the Macau Land Owner will surrender the Macau Land to the Macau Government in exchange for a grant by the Macau Government (the "Land Exchange") of a leasehold land with a total site area of approximately 3,826 square meters designated for urban land use (都市用地) at the same location (the "Replacement Land"), by way of a land grant contract to be entered into between the Macau Government and the Macau Land Owner. A net site area of approximately 1,771 square meters will be surrendered to the Macau Government for public amenities. The Replacement Land will have an initial concession period of not more than 25 years, which is renewable for successive terms of not more than 10 years each upon the expiry of each concession period.

In June 2017, the Seller, being the current Macau Land Owner, submitted a construction plan proposal (建築計劃草案) to the Macau Government in respect of the Land Exchange. As at the date of this announcement, the Macau Government and the Seller have not entered into a land grant contract for the leasehold grant of the Replacement Land. It is expected that the Land Exchange will take place on or around four months subsequent to Completion.

For further details of the Macau Land, please refer to the paragraph headed "General Information of the Parties to and Subject Matter of the Transaction - Macau Land" below.

Consideration

The consideration for the Acquisition is HK$3,510 million, which shall be payable in cash according to the following schedule:

1. HK$100 million, being an earnest money paid to the Seller, was regarded as the 1st deposit paid on the date of the Sale and Purchase Agreement and will be applied as partial payment of the consideration;

2. HK$251 million, being the 2nd deposit, was paid to the Seller by way of telegraphic transfer on the date of the Sale and Purchase Agreement and will be applied as partial payment of the consideration;

3. HK$351 million, being the 3rd deposit, will be paid to the Seller by way of a cashier order or telegraphic transfer within 30 days from the date of the Sale and Purchase Agreement and will be applied as partial payment of the consideration; and

4. HK$2,808 million, being the remaining balance of the consideration, will be paid to the Seller by way of a cashier order upon Completion.

The consideration was arrived at after arm's length negotiation between the Seller and Xiangyuan Property, having taken into account of, among other factors (a) a preliminary appraised value of the Macau Land in the amount of HK$3,560 million prepared by an independent property valuer engaged by the Company; (b) the current market prices of comparable parcels of land and properties in the nearby area; and (c) the salesable area and projected selling prices of the properties to be developed on the Replacement Land.

The consideration will be funded by the internal resources of the Group and bank and/or other financings.

If Xiangyuan Property fails to perform its obligations under the Sale and Purchase Agreement, the Seller shall have the right to forfeit all deposits paid thereunder. If the Seller fails to perform its obligations under the Sale and Purchase Agreement, Xiangyuan Property shall have the right to demand the return of all deposits paid thereunder and a compensation in the amount equivalent to all deposits paid.

Guarantor's undertakings

Subject to certain exceptions set out in the Sale and Purchase Agreement, the Guarantor undertakes to Xiangyuan Property that:

1. the total site area and value of the Macau Land to be surrendered to the Macau Government will be higher than those of the Replacement Land to be granted by the Macau Government under the Land Exchange, and hence, no land premium will be required to be paid by the Macau Land Owner in respect of the Land Exchange; and

2. in the event that land premium will be required to be paid by the Macau Land Owner in respect of the Land Exchange during the period from the date of the Sale and Purchase Agreement and until the date falling on the expiry of 18 months from the Completion Date, the Guarantor will pay to Xiangyuan Property a sum equivalent to the amount of such land premium, which is subject to a cap of HK$100 million.

Completion

Completion shall take place on the Completion Date, being 30 November 2017, or such other date as the Seller and Xiangyuan Property may agree in writing.