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 3 December 2019 (after trading hours), Chengdu Yuejie and Chengdu Pengyue, both indirect wholly-owned subsidiaries of the Company, entered into the Third Loan Agreement with the Borrower, pursuant to which Chengdu Yuejie agreed to provide the Third Shareholder Loan of an aggregate amount of RMB250,000,000 at an interest rate of 10% per annum to the Borrower in accordance with the terms and conditions under the Third Loan Agreement.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios for the Third Shareholder Loan, when aggregated with the First Shareholder Loans, the Second Shareholder Loan and the Maximum Compensation Amount which was provided by the Group within 12 months preceding the Third Loan Agreement, exceeds 5% but are all less than 25%, the provision of the Third Shareholder Loan pursuant to the Third 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

Reference is 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, the August Announcement in relation to the provision of the First Shareholder Loans by Chengdu Pengyue of an aggregate amount of 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 and the November Announcement in relation to the provision of the Second Shareholder Loan by Chengdu Pengyue 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.

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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, an indirect wholly-owned subsidiary of the Company, and other Independent Third Parties, respectively. Pursuant to the Third Loan Agreement, the Third Shareholder Loan will be provided by Chengdu Yuejie in respect of Chengdu Pengyue's obligation to provide financial assistance to the Borrower based on the proportion of its shareholding interest in the Borrower.

FURTHER PROVISION OF SHAREHOLDER LOAN

On 3 December 2019 (after trading hours), Chengdu Yuejie and Chengdu Pengyue, both indirect wholly- owned subsidiaries of the Company, entered into the Third Loan Agreement with the Borrower and the principal terms of the Third Loan Agreement are set out below:

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

Pursuant to the Third Loan Agreement, the aggregate amount of the Third Shareholder Loan is RMB250,000,000 with a term of one year from 3 December 2019 to 2 December 2020. The principal amount of the Third Shareholder Loan will be fully repaid at the end of the loan period.

Interest rate of the Third Shareholder Loan

Pursuant to the Third Loan Agreement, the Third 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 Third Shareholder Loan.

REASONS FOR AND BENEFITS OF THE PROVISION OF THIRD 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. Therefore, pursuant to the Third Loan Agreement, the Third Shareholder Loan will be provided by Chengdu Yuejie in respect of Chengdu Pengyue's obligation to provide financial assistance to the Borrower based on the proportion of its shareholding interest in the Borrower. The Directors believe that the provision of the Third Shareholder Loan, together with the First Shareholder Loans and the Second Shareholder Loan, 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 Third Shareholder Loan based on the outstanding principal amount of the Third 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 Third 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

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commercial properties in the PRC. The Group develops, holds and operates various property projects in the PRC.

Chengdu Yuejie

Chengdu Yuejie is a company incorporated in the PRC with limited liability, an indirect wholly-owned subsidiary of the Company. It is principally engaged in the real estate leasing and property management 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 development of and investment in properties in the PRC.

The Borrower

The Borrower is a company incorporated in the PRC with limited liability and is primarily engaged in the development of the urban shantytown in Luosiwan, Xishan District, Kunming City. The equity interest of the Borrower is held as to 30% by Chengdu Pengyue, an indirect wholly-owned subsidiary of the Company, and 70% by other shareholders which are Independent Third Parties, namely Kunming Luosiwan Xinrui Real Estate Co., Ltd.* ( 昆明螺螄灣新瑞置業有限公司) and Yunnan Country Garden Property Development Co., Ltd.* (雲南碧桂園房地產開發有限公司). Kunming Luosiwan Xinrui Real Estate Co.,

Ltd.* (昆明螺螄灣新瑞置業有限公司) is experienced in property development, management and investment, management consultation, leasing of construction machinery and equipment in Kunming since its establishment in 2017. Yunnan Country Garden Property Development Co., Ltd.* (雲南碧桂園房地產 開發有限公司) is a subsidiary of Country Garden Holdings Co Ltd, a company listed on the main board of the Stock Exchange (stock code: 2007), which is experienced in property development and investment in Yunnan since its establishment in 2015 and possesses an investment portfolio of over 40 projects in Yunnan involving total investments estimated to be approximately RMB100 billion.

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 Third Shareholder Loan, when aggregated with the First Shareholder Loans, the Second Shareholder Loan and the Maximum Compensation Amount which was provided by the Group within 12 months preceding the Third Loan Agreement, exceeds 5% but are all less than 25%, the provision of the Third Shareholder Loan pursuant to the Third 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	the announcement of the Company dated 30 August 2019 in relation to the
Announcement"	provision of the First Shareholder Loans
"Board"	the board of Directors
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"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,
	the 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 and an indirect wholly-owned subsidiary of the Company
"Chengdu Yuejie"	Chengdu Zhongliang Yuejie Enterprise Management Co., Ltd* (成都中糧
	悅街企業管理有限公司), a limited company incorporated in the PRC with
	limited liability and 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	the loan agreements entered into between Chengdu Pengyue and the
Agreements"	Borrower on 5 August 2019 in respect of the First Shareholder Loans
"First Shareholder	the shareholder loans of an aggregate amount of RMB1,197,305,682 agreed
Loans"	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
"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	the maximum compensation amount not exceeding the amount of
Compensation	RMB600,000,000 in aggregate provided by the Group in connection with
Amount"	loans provided by a financial institution to the Borrower, details of which
	are set out in the June Announcement
"November	the announcement of the Company dated 4 November 2019 in relation to
Announcement"	the provision of the Second Shareholder Loan
"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

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"RMB"	Renminbi, the lawful currency of the PRC
"Second Loan	the loan agreement entered into between Chengdu Pengyue and the
Agreement"	Borrower on 4 November 2019 in respect of the Second Shareholder Loan
"Second Shareholder	the shareholder loan of an aggregate amount of RMB220,000,000 agreed to
Loan"	be provided by Chengdu Pengyue to the Borrower pursuant to the Second
	Loan Agreement, details of which are set out in the November
	Announcement
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Third Loan	the loan agreement entered into between Chengdu Yuejie, Chengdu
Agreement"	Pengyue and the Borrower on 3 December 2019 in respect of the Third
	Shareholder Loan
"Third Shareholder	the shareholder loan of an aggregate amount of RMB250,000,000 agreed to
Loan"	be provided by Chengdu Yuejie to the Borrower pursuant to the Third Loan
	Agreement, details of which are set out in the section headed "Further
	Provision of the Shareholder Loan" in this announcement
"%"	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, 3 December 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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