China Jinmao : ANNOUNCEMENT DISCLOSEABLE TRANSACTION ACQUISITION OF 60% EQUITY INTERESTS IN THE PROJECT COMPANIES AND JOINT DEVELOPMENT OF THE LAND PARCELS IN QINGDAO

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

China Jinmao Holdings Group Limited

中 國 金 茂 控 股 集 團 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00817)

ANNOUNCEMENT

DISCLOSEABLE TRANSACTION

ACQUISITION OF 60% EQUITY INTERESTS IN THE PROJECT COMPANIES

AND JOINT DEVELOPMENT OF THE LAND PARCELS IN QINGDAO

Reference is made to the Announcements of the Company in relation to the Cooperative Loan Agreement entered into by Qingdao Jinmao, an indirect wholly-owned subsidiary of the Company, with Hengxin Hechuang and the Project Companies. As at the date of this announcement, Qingdao Jinmao has provided the Previous Loan in a total amount of RMB3,687,296,934 to the Project Companies pursuant to the Cooperative Loan Agreement, which has been used to satisfy the funding requirements of Project Company A and Project Company B. As disclosed in the Announcements, Qingdao Jinmao shall have the right to acquire 60% equity interests in each of the Project Companies from Hengxin Hechuang, and if Qingdao Jinmao exercises such option, the Previous Loan provided by Qingdao Jinmao to the Project Companies under the Cooperative Loan Agreement shall be automatically converted into the shareholder's loan from Qingdao Jinmao to the Project Companies.

The Board announces that the Company proposed to exercise the above option through its indirect wholly-owned subsidiary, Franshion Yicheng, and to cooperate with Hengxin Hechuang in the development of the Land Parcels. In this connection, on 18 September 2020, Franshion Yicheng, Qingdao Jinmao, Hengxin Hechuang, Haier ICI (the holding company of Hengxin Hechuang) and the Project Companies entered into the Cooperative Development Agreement, pursuant to which Franshion Yicheng agreed to acquire 60% equity interests in each of the Project Companies from Hengxin Hechuang at a total consideration of no more than RMB18,000,000 and to provide additional shareholder's loans to the Project Companies in the sum of approximately RMB3,673 million. Upon completion of the Equity Acquisition, Franshion Yicheng and Hengxin Hechuang will hold 60% and 40% equity interests, respectively, in each of the Project Companies.

As the highest applicable percentage ratio in respect of the total capital commitment of the Group in the Transaction is more than 5% but less than 25%, the Transaction constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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BACKGROUND

Reference is made to the Announcements of the Company in relation to the Cooperative Loan Agreement entered into by Qingdao Jinmao, an indirect wholly-owned subsidiary of the Company, with Hengxin Hechuang and the Project Companies. As at the date of this announcement, Qingdao Jinmao has provided the Previous Loan in a total amount of RMB3,687,296,934 to the Project Companies pursuant to the Cooperative Loan Agreement, which has been used to satisfy the funding requirements of Project Company A and Project Company B. As disclosed in the Announcements, Qingdao Jinmao shall have the right to acquire 60% equity interests in each of the Project Companies from Hengxin Hechuang, and if Qingdao Jinmao exercises such option, the Previous Loan provided by Qingdao Jinmao to the Project Companies under the Cooperative Loan Agreement shall be automatically converted into the shareholder's loan from Qingdao Jinmao to the Project Companies.

The Board announces that the Company proposed to exercise the above option through its indirect wholly-owned subsidiary, Franshion Yicheng, and to cooperate with Hengxin Hechuang in the development of the Land Parcels. In this connection, on 18 September 2020, Franshion Yicheng, Qingdao Jinmao, Hengxin Hechuang, Haier ICI (the holding company of Hengxin Hechuang) and the Project Companies entered into the Cooperative Development Agreement, pursuant to which Franshion Yicheng agreed to acquire 60% equity interests in each of the Project Companies from Hengxin Hechuang at a total consideration of no more than RMB18,000,000 and to provide additional shareholder's loans to the Project Companies in the sum of approximately RMB3,673 million. Upon completion of the Equity Acquisition, Franshion Yicheng and Hengxin Hechuang will hold 60% and 40% equity interests, respectively, in each of the Project Companies.

PRINCIPAL TERMS OF THE COOPERATIVE DEVELOPMENT AGREEMENT

Date

18 September 2020

Parties

• Franshion Yicheng and Qingdao Jinmao, indirect wholly-owned subsidiaries of the Company
• Hengxin Hechuang and its holding company Haier ICI
• the Project Companies (including Project Company A, Project Company B and Project Company C)

Equity Acquisition

Franshion Yicheng agreed to acquire 60% equity interests in each of the Project Companies from Hengxin Hechuang at a total consideration of no more than RMB18,000,000, including no more than RMB6,000,513 for the acquisition of 60% equity interests in Project Company A, no more than RMB6,000,000 for the acquisition of 60% equity interests in Project Company B, and no more than RMB5,999,487 for the acquisition of 60% equity interests in Project Company C. The above consideration shall be paid by Franshion Yicheng to Hengxin Hechuang within two business days after the Project Companies complete the change of registration with the authority in charge of industrial and commercial administration in respect of the Equity Acquisition. The consideration will be funded by the internal resources of the Group.

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Such consideration was determined after arm's length negotiations between the parties to the Cooperative Development Agreement with reference to the appraised net assets value of each of the Project Companies, taking into account the full payment of the registered capital of RMB10,000,000 by Hengxin Hechuang to each of the Project Companies on 7 September 2020.

According to the valuation of 100% equity interests in each of the Project Companies by an independent valuer using the asset-based approach with 30 April 2020 as the valuation benchmark date, the appraised net assets value of Project Company A amounted to RMB181,400, the appraised net assets value of Project Company B amounted to RMB12,500, and the appraised net assets value of Project Company C amounted to RMB-855. As at the above valuation benchmark date, Hengxin Hechuang had not paid the registered capital to each of the Project Companies.

Franshion Yicheng and Hengxin Hechuang will separately enter into equity transfer agreements in respect of the Equity Acquisition of each of the Project Companies in accordance with the terms and conditions set out in the Cooperative Development Agreement.

Shareholder's loans

The Previous Loan provided by Qingdao Jinmao under the Cooperative Loan Agreement has been automatically converted into the shareholder's loans from Qingdao Jinmao or its affiliates to Project Company A and Project Company B, and has been used to satisfy the funding requirements of Project Company A and Project Company B.

Franshion Yicheng and Hengxin Hechuang have agreed to provide additional shareholder's loans to the Project Companies based on the same terms and conditions and in proportion to their equity interests in the Project Companies upon completion of the Equity Acquisition. The additional shareholder's loans to be provided by Franshion Yicheng to the Project Companies will be funded by the internal resources of the Group.

1. Additional shareholder's loans to be provided to Project Company A and Project Company B

Prior to the signing of the Cooperative Development Agreement, Hengxin Hechuang and Haier ICI have provided various shareholder's loans to Project Company A and Project Company B, which have been used for the payment of the deed tax and stamp duty corresponding to the land premium of Land Parcel A and Land Parcel B and the daily working capital of Project Company A and Project Company B. Franshion Yicheng has agreed to provide shareholder's loans in the amount of approximately RMB758,347,965 and RMB82,998,219 to Project Company A and Project Company B, respectively, at an interest rate of 10% per annum, which, together with the Previous Loan, are used for the payment of 60% of the costs incurred by the relevant Project Companies. Such additional shareholder's loans will be fully used for the repayment of the shareholder's loans provided by Hengxin Hechuang and Haier ICI in excess of the pro rata shareholding of Hengxin Hechuang in the relevant Project Companies. Franshion Yicheng shall provide the above shareholder's loans to the relevant Project Companies within two business days after the completion of the change of registration with the authority in charge of industrial and commercial administration in respect of the Equity Acquisition.

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1. Additional shareholder's loan expected to be provided to Project Company C

As at the date of this announcement, the local government has not published the listing-for-sale announcement on Land Parcel C. The parties have agreed that after the publication of the listing-for-sale announcement on Land Parcel C by the local government, Project Company C shall act as the bidding entity to participate in the bidding for Land Parcel C. If Project Company C wins the bid for Land Parcel C, based on the Company's estimates of the acquisition and development costs of Land Parcel C and the shareholding percentage of Franshion Yicheng in Project Company C, it is expected that Franshion Yicheng will provide a shareholder's loan of approximately RMB2,832 million to Project Company C at an interest rate of 10% per annum.

Franshion Yicheng will separately enter into loan agreements with the relevant Project Companies in respect of the release and repayment of the specific shareholder's loans in accordance with the terms and conditions set out in the Cooperative Development Agreement.

Corporate governance

The shareholders' meeting of each of the Project Companies consists of all shareholders and is the highest authority of the Project Companies. All matters to be considered at the shareholders' meeting shall be unanimously approved by all shareholders.

Each of the Project Companies shall have a board of directors comprising five directors, three of whom shall be appointed by Franshion Yicheng and two of whom shall be appointed by Hengxin Hechuang. The chairman shall be a director appointed by Hengxin Hechuang. All matters to be considered by the board of directors shall be unanimously approved by all directors.

Each of the Project Companies shall have two supervisors, with each of Franshion Yicheng and Hengxin Hechuang appointing one supervisor.

INFORMATION ON THE PROJECT COMPANIES AND THE LAND PARCELS

Project Company A and Land Parcel A

Established in January 2019, Project Company A has a registered capital of RMB10,000,000, and is mainly responsible for the development of Land Parcel A. Hengxin Hechuang won the bid for the land use rights of Land Parcel A at a consideration of RMB2,515,541,263 in November 2019. Land Parcel A is located in Laoshan District, Qingdao City, Shandong Province, the PRC with a site area of 65,176.9 square meters and a planned gross floor area of approximately 274,370 square meters for residential and commercial land uses. The construction of Land Parcel A commenced in the second quarter of 2020 and is expected to be completed for delivery by the second quarter of 2023.

As at the date of this announcement, Project Company A is a wholly-owned subsidiary of Hengxin Hechuang, and will be held as to 60% by Franshion Yicheng and 40% by Hengxin Hechuang upon completion of the Equity Acquisition.

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Based on the financial statements of Project Company A prepared in accordance with the China Accounting Standards for Business Enterprises, the audited total assets value and the audited net assets value of Project Company A as at 30 April 2020 were approximately RMB2,717,172,592 and RMB-7,233,272, respectively. The audited profits before and after taxation of Project Company A for the year ended 31 December 2019 were both approximately RMB-4,985,405.

Project Company B and Land Parcel B

Established in March 2019, Project Company B has a registered capital of RMB10,000,000, and is mainly responsible for the development of Land Parcel B. Hengxin Hechuang won the bid for the land use rights of Land Parcel B at a consideration of RMB3,530,981,771 in November 2019. Land Parcel B is located in Shibei District, Qingdao City, Shandong Province, the PRC with a site area of 123,164.3 square meters and a planned gross floor area of approximately 387,248 square meters for residential, commercial, cultural facilities and sports land uses. It is expected that the construction of Land Parcel B will commence in the fourth quarter of 2020 and will be completed for delivery by the first quarter of 2024.

As at the date of this announcement, Project Company B is a wholly-owned subsidiary of Hengxin Hechuang, and will be held as to 60% by Franshion Yicheng and 40% by Hengxin Hechuang upon completion of the Equity Acquisition.

Based on the financial statements of Project Company B prepared in accordance with the China Accounting Standards for Business Enterprises, the audited total assets value and the audited net assets value of Project Company B as at 30 April 2020 were approximately RMB3,756,993,062 and RMB-389,553, respectively. The audited profits before and after taxation of Project Company B for the year ended 31 December 2019 were both approximately RMB-1,337.

Project Company C and Land Parcel C

Established in January 2019, Project Company C has a registered capital of RMB10,000,000, and will act as the bidding entity to participate in the bidding for Land Parcel C. If winning the bid, Project Company C will be mainly responsible for the development of Land Parcel C. Land Parcel C is located in Licang District, Qingdao City, Shandong Province, the PRC with a site area of approximately 204 mu and an estimated planned gross floor area of approximately 400,000 square meters for commercial and residential, transportation station and business land uses.

As at the date of this announcement, Project Company C is a wholly-owned subsidiary of Hengxin Hechuang, and will be held as to 60% by Franshion Yicheng and 40% by Hengxin Hechuang upon completion of the Equity Acquisition.

Based on the financial statements of Project Company C prepared in accordance with the China Accounting Standards for Business Enterprises, the audited total assets value and the audited net assets value of Project Company C as at 30 April 2020 were approximately RMB145 and RMB-855, respectively. The audited profits before and after taxation of Project Company C for the year ended 31 December 2019 were both approximately RMB-530.

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Accounting treatment of the Project Companies

According to accounting standards, the scope of consolidation of financial statements shall be determined on the basis of control. Pursuant to the Cooperative Development Agreement, all matters to be considered at the shareholders' meeting of each of the Project Companies shall be unanimously approved by all shareholders, and all matters to be considered by the board of directors shall be unanimously approved by all directors. As such, the Company does not have control over each of the Project Companies. Accordingly, upon completion of the Equity Acquisition, each of the Project Companies will not become a subsidiary of the Company for accounting purpose and will become a jointly controlled entity of Franshion Yicheng and Hengxin Hechuang, and its financial results will not be consolidated into the accounts of the Company.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Transaction will expand the Group's reserve of high-quality land resources in Qingdao City, which will enhance the Group's market share and brand influence in Qingdao City, and help the Group achieve brand premium for other projects in Qingdao City.

The Directors consider that the Transaction is conducted on normal commercial terms, fair and reasonable, and in the interest of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio in respect of the total capital commitment of the Group in the Transaction is more than 5% but less than 25%, the Transaction constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

GENERAL INFORMATION

The Company is a developer and operator of large-scale and quality real estate projects in the PRC. The Company is the platform enterprise of Sinochem Group Co., Ltd. in the development of real estate business. The Company is principally engaged in city operations, property development, commercial leasing, retail operations, hotel operations, as well as finance and services.

Qingdao Jinmao is an indirect wholly-owned subsidiary of the Company, and is principally engaged in real estate development and operation, property management, external investment and operation management in the PRC.

Franshion Yicheng is an indirect wholly-owned subsidiary of the Company, and is principally engaged in real estate development and sales, project investment and property management in the PRC.

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Hengxin Hechuang is a wholly-owned subsidiary of Haier ICI, and is principally engaged in real estate development, property leasing, real estate information consulting and property management in the PRC.

Haier ICI is principally engaged in real estate development, operation, sales, property leasing and property management in the PRC. Haier Group Corporation (海爾集團公司) is the single

largest shareholder of Haier ICI, holding 49.46% equity interest in Haier ICI. Please refer to the Announcements of the Company for further details of Haier Group Corporation and its ultimate beneficial owners.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Hengxin Hechuang, Haier ICI and their ultimate beneficial owners are third parties independent of the Company and its connected persons.

DEFINITIONS

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

"Announcements"	the announcements of the Company dated 2 January 2020 and 21
	February 2020 in relation to the Cooperative Loan Agreement
"Board"	the board of directors of the Company
"Cooperative Development	the cooperative development agreement dated 18 September 2020
Agreement"	entered into among Franshion Yicheng, Qingdao Jinmao, Hengxin
	Hechuang, Haier ICI and the Project Companies in relation to the
	Transaction

"Cooperative Loan Agreement" the cooperative loan agreement dated 2 January 2020 entered into among Qingdao Jinmao, Hengxin Hechuang and the Project

	Companies
"Company"	China Jinmao Holdings Group Limited (中國金茂控股集團有
	限公司), a company incorporated in Hong Kong with limited
	liability, whose shares are listed on the Stock Exchange
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Directors"	the directors of the Company

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"Equity Acquisition"

"Franshion Yicheng"

"Group"

"Haier ICI"

"Hengxin Hechuang"

"Hong Kong"

"Land Parcel A"

"Land Parcel B"

"Land Parcel C"

"Land Parcels" "Listing Rules"

"PRC"

"Previous Loan"

"Project Companies"

the acquisition of 60% equity interests in each of the Project Companies by Franshion Yicheng from Hengxin Hechuang

Beijing Franshion Yicheng Properties Limited (北京方興亦城置 業有限公司), a company established under the laws of the PRC

with limited liability and an indirect wholly-owned subsidiary of the Company

the Company and its subsidiaries

Qingdao Haier Industry and City Innovation Group Co., Ltd. (青 島海爾產城創集團有限公司), a company established under the

laws of the PRC with limited liability

Qingdao Hengxin Hechuang Commercial Development Co., Ltd. (青島恒鑫合創商業發展有限公司), a company established under

the laws of the PRC with limited liability

the Hong Kong Special Administrative Region of the PRC

the land parcel of No. LS0502-35-1 and LS0502-36 located in Laoshan District, Qingdao City, Shandong Province, the PRC

the land parcel of No. SF0604-207,SF0604-305,SF0604-902 and SF0604-1002 located in Shibei District, Qingdao City, Shandong Province, the PRC

the land parcel in Licang District, Qingdao City, Shandong Province, the PRC, the detailed information of which will be set out in a listing-for-sale announcement to be published by the local government

Land Parcel A, Land Parcel B and Land Parcel C

the Rules Governing the Listing of Securities on the Stock Exchange

the People's Republic of China, and for the purpose of this announcement, excluding Hong Kong, Macau Special Administrative Region and Taiwan

the loan agreed to be provided by Qingdao Jinmao to the Project Companies in a total amount of no more than RMB3,687,913,816 pursuant to the Cooperative Loan Agreement, and as at the date of this announcement, Qingdao Jinmao has provided a total amount of RMB3,687,296,934 to the Project Companies

Project Company A, Project Company B and Project Company C

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"Project Company A"

"Project Company B"

"Project Company C"

"Qingdao Jinmao"

Qingdao Haijing Yongchuang Real Estate Co., Ltd. (青島海璟 永創置業有限公司), a company established under the laws of

the PRC with limited liability and a wholly-owned subsidiary of Hengxin Hechuang prior to the Transaction

Qingdao Haijing Yunchuang Real Estate Co., Ltd. (青島海璟雲創 置業有限公司), a company established under the laws of the PRC

with limited liability and a wholly-owned subsidiary of Hengxin Hechuang prior to the Transaction

Qingdao Haijing Hengchuang Real Estate Co., Ltd. (青島海璟 恒創置業有限公司), a company established under the laws of

the PRC with limited liability and a wholly-owned subsidiary of Hengxin Hechuang prior to the Transaction

Qingdao Jinmao Real Estate Co., Ltd. (青島金茂置業有限公司), a company established under the laws of the PRC with limited liability and an indirect wholly-owned subsidiary of the Company

"RMB"

"Stock Exchange"

"subsidiary(ies)"

"Transaction"

Hong Kong, 18 September 2020

Renminbi, the lawful currency of the PRC

The Stock Exchange of Hong Kong Limited

has the meaning ascribed to it under the Listing Rules

the Equity Acquisition and the provision of the shareholder's loans by Franshion Yicheng to the Project Companies under the Cooperative Development Agreement for the purpose of joint development of the Land Parcels with Hengxin Hechuang

By order of the Board

China Jinmao Holdings Group Limited

NING Gaoning

Chairman

As at the date of this announcement, the Directors of the Company are Mr. NING Gaoning (Chairman), Mr. YANG Lin, Mr. AN Hongjun, Mr. CHENG Yong and Mr. WANG Wei as Non-executive Directors; Mr. LI Congrui, Mr. JIANG Nan and Mr. SONG Liuyi as Executive Directors; Mr. SU Xijia, Mr. GAO Shibin and Mr. ZHONG Wei as Independent Non-executive Directors.

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