Joy City Property : DISCLOSEABLE TRANSACTION FURTHER PROVISION OF SHAREHOLDER LOAN

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JOY CITY PROPERTY LIMITED

大悅城地產有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 207)

DISCLOSEABLE TRANSACTION

FURTHER PROVISION OF SHAREHOLDER LOAN

FURTHER PROVISION OF SHAREHOLDER LOAN

On 4 November 2019 (after trading hours), Chengdu Pengyue, an indirect wholly-owned subsidiary of the Company, entered into the Second Loan Agreement with the Borrower, pursuant to which Chengdu Pengyue agreed to provide the Second Shareholder Loan of an aggregate amount of RMB220,000,000 at an interest rate of 10% per annum to the Borrower in accordance with the terms and conditions under the Second Loan Agreement. The Borrower is principally engaged in the development of the urban shantytown in Luosiwan, Xishan District, Kunming City and is owned as to 30% and 70% by Chengdu Pengyue and other Independent Third Parties, respectively, and the Second Shareholder Loan will be provided by Chengdu Pengyue in proportion to its shareholding interest in the Borrower.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios for the Second Shareholder Loan, when aggregated with the First Shareholder Loans and the Maximum Compensation Amount which was provided by the Group within 12 months preceding the Second Loan Agreement, exceeds 5% but are all less than 25%, the provision of the Second Shareholder Loan pursuant to the Second Loan Agreement constitutes a discloseable transaction of the Company pursuant to the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

BACKGROUND

The Borrower is principally engaged in the development of the urban shantytown in Luosiwan, Xishan District, Kunming City and is owned as to 30% and 70% by Chengdu Pengyue and other Independent Third Parties, respectively, and the Second Shareholder Loan will be provided by Chengdu Pengyue in proportion to its shareholding interest in the Borrower.

Reference is also made to the June Announcement in relation to the Maximum Compensation Amount not exceeding the amount of RMB600,000,000 in aggregate provided by the Group in connection with loans provided by a financial institution to the Borrower and the August Announcement in relation to the provision of the First Shareholder Loans by Chengdu Pengyue of an aggregate amount of

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RMB1,197,305,682 at an interest rate of 10% per annum to the Borrower in accordance with the terms and conditions under the First Loan Agreements.

FURTHER PROVISION OF SHAREHOLDER LOAN

On 4 November 2019 (after trading hours), Chengdu Pengyue, an indirect wholly-owned subsidiary of the Company, entered into the Second Loan Agreement with the Borrower and the principal terms of the Second Loan Agreement are set out below:

The aggregate amount of the Second Shareholder Loan and the loan period

Pursuant to the Second Loan Agreement, the aggregate amount of the Second Shareholder Loan is RMB220,000,000 with a term of one year from the date of actual drawdown. The principal amount of the Second Shareholder Loan will be fully repaid at the end of the loan period.

Interest rate of the Second Shareholder Loan

Pursuant to the Second Loan Agreement, the Second Shareholder Loan is subject to an interest rate of 10% per annum, which will be fully paid by the Borrower at the end of the loan period for the Second Shareholder Loan.

REASONS FOR AND BENEFITS OF THE SECOND SHAREHOLDER LOAN

The Borrower is principally engaged in the development of the urban shantytown in Luosiwan, Xishan District, Kunming City and is owned as to 30% and 70% by Chengdu Pengyue and other Independent Third Parties, respectively. Pursuant to the joint venture agreement among the shareholders of the Borrower, they will provide financial assistance to the Borrower on a pro rata basis according to their respective shareholding interests in the Borrower. Accordingly, the Second Shareholder Loan will be provided by Chengdu Pengyue in proportion to its shareholding interest in the Borrower. The Directors believe that the provision of the Second Shareholder Loan, together with the First Shareholder Loans, supports the development of the urban shantytown in Luosiwan, Xishan District, Kunming City carried out by the Borrower in accordance with its capital requirements. It is in the interest of the Company to facilitate the development of the urban shantytown in Luosiwan held by the Borrower for sale, as such development project is expected to contribute returns to the Borrower, and thus benefit the Company. In addition, interest income will be generated from the Second Shareholder Loan based on the outstanding principal amount of the Second Shareholder Loan at a rate of 10% per annum, which will contribute to the income of the Group.

Based on the above, the Directors consider the terms of the Second Loan Agreement are entered into on normal commercial terms or better, and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and its shareholders as a whole.

INFORMATION ON THE PARTIES

The Company

The Company is an investment holding company incorporated in Bermuda. The Group is principally engaged in development, operation, sales, leasing and management of mixed-use complexes and commercial properties in the PRC. The Group develops, holds and operates various property projects in the PRC.

Chengdu Pengyue

Chengdu Pengyue is a company incorporated in the PRC with limited liability, an indirect wholly-owned subsidiary of the Company and a direct shareholder of the Borrower. It is principally engaged in the

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development of and investment in properties in the PRC.

The Borrower

The Borrower is a company incorporated in the PRC with limited liability, equity interest of which is held as to 30% by Chengdu Pengyue and 70% by other shareholders which are Independent Third Parties. It is primarily engaged in the development of the urban shantytown in Luosiwan, Xishan District, Kunming City.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Borrower is not a connected person of the Company pursuant to the Listing Rules.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios for the Second Shareholder Loan, when aggregated with the First Shareholder Loans and the Maximum Compensation Amount which was provided by the Group within 12 months preceding the Second Loan Agreement, exceeds 5% but are all less than 25%, the provision of the Second Shareholder Loan pursuant to the Second Loan Agreement constitutes a discloseable transaction of the Company pursuant to the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms have the following meanings:

"August Announcement"	the announcement of the Company dated 30 August 2019 in relation to
	the provision of the First Shareholder Loans
"Board"	the board of Directors
"Borrower"	Kunming Luosiwan Guoyue Land Co., Ltd* (昆明螺螄灣國悅置地有
	限公司), a limited company incorporated in the PRC with limited
	liability, equity interest of which is held as to 30% by Chengdu Pengyue
	and 70% by Independent Third Parties
"Chengdu Pengyue"	Chengdu Pengyue Enterprise Management Consulting Co., Ltd (成都鵬
	悅企業管理諮詢有限公司), a limited company incorporated in the PRC
	with limited liability, an indirect wholly-owned subsidiary of the
	Company
"Company"	Joy City Property Limited, a company incorporated in Bermuda with
	limited liability, the ordinary shares of which are listed on the main board
	of the Stock Exchange (Stock Code: 207)
"Director(s)"	director(s) of the Company
"First Loan Agreements"	the loan agreements entered into between Chengdu Pengyue and the
	Borrower on 5 August 2019 in respect of the First Shareholder Loans
"First Shareholder Loans"	the shareholder loans of an aggregate amount of RMB1,197,305,682
	agreed to be provided by Chengdu Pengyue to the Borrower pursuant to
	the First Loan Agreements, details of which are set out in the August
	Announcement
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"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Independent Third	person(s) who, to the best of the Directors' knowledge, information and
Party(ies)"	belief having made all reasonable enquiry, is not a connected person of
	the Company pursuant to the Listing Rules
"June Announcement"	the announcement of the Company dated 28 June 2019 in relation to the
	Maximum Compensation Amount not exceeding the amount of
	RMB600,000,000
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Maximum Compensation	the maximum compensation amount not exceeding the amount of
Amount"	RMB600,000,000 in aggregate provided by the Group in connection
	with loans provided by a financial institution to the Borrower, details of
	which are set out in the June Announcement
"PRC"	the People's Republic of China, which shall for the purpose of this
	announcement, exclude Hong Kong, the Macau Special Administrative
	Region of the PRC and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Second Loan Agreement"	the loan agreement entered into between Chengdu Pengyue and the
	Borrower on 4 November 2019 in respect of the Second Shareholder
	Loan
"Second Shareholder Loan"	the shareholder loan of an aggregate amount of RMB220,000,000 agreed
	to be provided by Chengdu Pengyue to the Borrower pursuant to the
	Second Loan Agreement, details of which are set out in the section
	headed "Further Provision of the Shareholder Loan" in this
	announcement
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent.

In this announcement, unless the context requires otherwise, the terms "connected person", "percentage ratio(s)" and "subsidiary(ies)" shall have the meanings given to such terms in the Listing Rules.

By order of the Board

Joy City Property Limited

Zhou Zheng

Chairman

The PRC, 4 November 2019

As at the date of this announcement, the Board comprises Mr. ZHOU Zheng (Chairman) and Mr. CAO Ronggen as executive Directors; Mr. JIANG Yong as non-executive Director; and Mr. LAU Hon Chuen, Ambrose, GBS, JP, Mr. LAM Kin Ming, Lawrence and Mr. WU Kwok Cheung, MH as independent non-executive Directors.

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