China Resources Land : Connected Transaction - Formation of Hubei Project Joint Venture

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1109)

CONNECTED TRANSACTION

FORMATION OF HUBEI PROJECT JOINT VENTURE

On 21 April 2021 (after trading hours), CR Land Holdings, an indirect wholly-owned subsidiary of the Company, entered into the Supplemental Agreement with CR Trust, SZ Yunxiang, SZ Shengji, the JV and the Project Company in relation to the Proposed Transfer and the management of the JV thereafter.

As at the date of this announcement, the JV is a subsidiary of the Company, being owned as to 60% by CR Land Holdings, 20% by SZ Yunxiang and 20% by SZ Shengji. Immediately after the Proposed Transfer, the JV will be a joint venture formed between CR Land Holdings, SZ Yunxiang and CR Trust as to 60%, 20% and 20% respectively, and will continue to be a subsidiary of the Company.

As CR Trust is a subsidiary of CRCL, a controlling shareholder of the Company, CR Trust is an associate of CRCL and thus a connected person of the Company. Accordingly, the entering into of the Supplemental Agreement by CR Land Holdings and the JV constitutes a connected transaction of the Company and is subject to requirements under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios in respect of the total commitment of the Company in the JV exceed 0.1% but is less than 5%, the formation of the joint venture is only subject to the reporting and announcement requirements under the Listing Rules, and is exempted from the circular, independent financial advice and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

- 1 -

BACKGROUND

The JV is a non-wholly owned subsidiary of the Company established in January 2020 between CR Land Holdings, SZ Yunxiang and SZ Shengji pursuant to the Cooperation Agreement. Save as disclosed in this announcement, SZ Yunxiang and SZ Shengji have been and are, as at the date of this announcement, independent third parties of the Company. As at the date of this announcement, the JV is owned as to 60% by CR Land Holdings, 20% by SZ Yunxiang and 20% by SZ Shengji. In anticipation of the Proposed Transfer under which, among other things, SZ Shengji is to transfer its interests in the JV to CR Trust, on 21 April 2021 (after trading hours), CR Land Holdings, an indirect wholly-owned subsidiary of the Company, entered into the Supplemental Agreement with CR Trust, SZ Yunxiang, SZ Shengji, the JV and the Project Company in relation to the Proposed Transfer and the management of the JV thereafter.

Neither the Supplemental Agreement nor the Proposed Transfer imposes material additional commitment by CR Land Holdings or lead to reduction of control or the interest held by CR Land Holdings in the JV. Immediately after the Proposed Transfer, the JV will become a joint venture formed between CR Land Holdings, SZ Yunxiang and CR Trust as to 60%, 20% and 20% respectively. The JV will continue to be a subsidiary of the Company and the financial information of which will continue to be included in the consolidated financial statements of the Group.

THE JV

Information of the JV and the principal terms of the Cooperation Agreement (as amended and supplemented by the Supplemental Agreement) are set out below:

Date of the Cooperation	17 December 2019
Agreement:
Parties to the Cooperation	(1)	CR Land Holdings
Agreement:	(2)	SZ Yunxiang
	(3)	SZ Shengji
	(4)	Data Century Investment Limited
	(5)	The Project Company
	(6)	Favour Profit Limited
Date of Supplemental	21 April 2021
Agreement:

- 2 -

Parties to the Supplemental	(1)	CR Land Holdings
Agreement:	(2)	SZ Yunxiang
	(3)	SZ Shengji
	(4)	The Project Company
	(5)	CR Trust
	(6)	The JV
Total registered capital of	RMB5,000,000,000, which were subscribed as follows:
the JV:	(i)	RMB3,000,000,000 (representing 60% of the total
		registered capital of the JV) by CR Land Holdings;
	(ii)	RMB1,000,000,000 (representing 20% of the total
		registered capital of the JV) by SZ Yunxiang; and
	(iii)	RMB1,000,000,000 (representing 20% of the total
		registered capital of the JV) by SZ Shengji.
	The amount of the capital contributions was determined after
	arm's length negotiation between CR Land Holdings, SZ
	Yunxiang and SZ Shengji with reference to the initial funding
	requirements for the operation of the JV and past experiences
	of the parties pursuant to the Cooperation Agreement. As at
	the date of this announcement, RMB487,890,000,
	RMB162,630,000 and RMB162,630,000 were paid by CR
	Land Holdings, SZ Yunxiang and SZ Shengji respectively. The
	capital contribution by the Company was and will be funded
	by the internal resources of the Group. It is expected that the
	obligation to settle the unpaid registered capital of SZ Shengji
	will be assumed by CR Trust or SZ Shengji in accordance with
	the relevant agreements after completion of the Proposed
	Transfer.
Purpose of formation of	Pursuant to the Cooperation Agreement, the JV was
the JV:	established in January 2020 under the laws of the PRC for
	purpose of acquiring the Project Company and the
	subsequent development of the Project.
Principal business of the JV:	The JV is principally engaged in the business of investment,
	business information and investment management advisory.

- 3 -

Management and board	The board of the JV comprises of five directors, among
composition of the JV:	whom three were nominated by CR Land Holdings, one was
	nominated by SZ Yunxiang and one was nominated by SZ
	Shengji. One of the directors nominated by CR Land
	Holdings shall be the chairman of the board. Pursuant to the
	Supplemental Agreement, CR Trust shall be entitled to
	nominate one director to replace the existing director
	nominated by SZ Shengji after the completion of the
	Proposed Transfer.
	CR Land Holdings is entitled to nominate and has
	nominated a general manager who is responsible for the
	day-to-day management of the operation of the JV and the
	Project.
Financing of the JV:	The capital commitment made by CR Land Holdings, SZ
	Yunxiang and SZ Shengji were in proportion to their
	respective interests in the JV as at the date of this
	announcement.
	Once the Project Company is capable of financing, the
	Project Company shall first attempt to finance with its own
	means. In the event that the Project Company fails to raise
	funds, shareholders of the JV shall contribute funds to the
	JV in the form of shareholders' loan.
	Pursuant to the Supplemental Agreement, in case where
	shareholders' guarantee is required for purpose of obtaining
	facilities from commercial banks for development of the
	Project, CR Land Holdings and its related parties, SZ
	Yunxiang and its designated parties and SZ Shengji and its
	designated parties shall collectively provide such guarantee
	in the ratio of 60%:20%:20% respectively.
Profit distribution:	The profits after tax of the JV may be distributed to the
	shareholders of the JV on a pro rata basis in accordance with
	their respective interests in the JV. The profits distribution
	plan is subject to approval at the shareholders' meeting of
	the JV.

- 4 -

Restrictions on equity	A proposed transfer of interests to a third party shall be
transfer and encumbrances:	subject to the agreement of the remaining shareholders, who
	shall have the right of first refusal. The remaining
	shareholders shall have the discretion to exercise its right of
	first refusal to such interests or to purchase such interests
	from the selling shareholder first in accordance with the
	terms of the Cooperation Agreement.
	Transfer to competitors of the Company in the area of
	commercial real estate development and operation and
	related parties is prohibited.
	"Transfer" in this context includes any change in the equity
	interests held in the JV, including selling, gifting, swap,
	pledging.
	Tag-along right
	Pursuant to the Supplemental Agreement, in the event CR
	Land Holdings and/or SZ Yunxiang propose to transfer their
	interests in the JV to any third parties, it must first give a
	written notice to CR Trust stating the price, terms and
	conditions of such proposed transfer, and CR Trust shall
	have the discretion to exercise its tag-along right to sell its
	interest in the JV to such third party on the same terms and
	conditions or such other terms and conditions as agreed
	between CR Trust and such third party.

INFORMATION ABOUT THE PARTIES AND THE JV

The Group

The Company is incorporated in the Cayman Islands with limited liability and its shares are listed on the Stock Exchange. As at the date of this announcement, approximately 59.55% of the shares issued by the Company are indirectly held by CRH which in turn is ultimately owned by CRCL, a state-owned enterprise in the PRC under the supervision of the SASAC of the State Council of the PRC. CRCL is a conglomerate which holds a variety of businesses in Hong Kong and the PRC including but not limited to consumer products, healthcare, energy services, urban construction and operation, technology and finance.

- 5 -

The Group is principally engaged in development of properties for sale, property investments and management, hotel operations and the provision of construction, decoration services and other property development related services in the PRC.

CR Land Holdings, an indirect wholly-owned subsidiary of the Company, is a company incorporated in the PRC with limited liability and is principally engaged in the business of corporate management and commercial advisory.

Data Century Investment Limited is a company incorporated in Hong Kong with limited liability and is principally engaged in investment holding. It is an indirect wholly-owned subsidiary of the Company. Before the transfer of the Project Company to the JV in 2020, the Project Company was wholly owned by Data Century Investment Limited.

SZ Yunxiang and SZ Shengji and Favour Profit Limited

SZ Yunxiang is a company incorporated in the PRC with limited liability and is principally engaged in the business of corporate management, information and business information advisory and new business investment. As at the date of this announcement, SZ Yunxiang is ultimately beneficially owned by Li Wei Bo.

SZ Shengji is a company incorporated in the PRC with limited liability and is principally engaged in the business of mobile telecommunication equipment, computer software and hardware, communication products, development of electronic products and sales information advisory. As at the date of this announcement, SZ Shengji is ultimately beneficially owned by Li Wei Bo.

Favour Profit Limited is a company incorporated in the British Virgin Islands with limited liability and is principally engaged in investment advisory. As at the date of this announcement, it is ultimately beneficially owned by Li Wei Bo.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, immediately before the entering into of the Cooperation Agreement, SZ Yunxiang, SZ Shengji, Favour Profit Limited and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

CR Trust

CR Trust is a company incorporated in the PRC with limited liability and is principally engaged in the business of investment and financing. It is a subsidiary indirectly owned as to 51% by CRCL and thus a connected person of the Company. As at the date of this announcement, it is ultimately beneficially owned by CRCL and Shenzhen Investment Holding Company Limited* (深圳市投資控股有限公司), which are supervised by the SASAC of the State Council of the PRC and SASAC of the People's Government of Shenzhen of the PRC respectively.

- 6 -

The JV

The JV is a company incorporated in the PRC with limited liability. It was incorporated in January 2020 with a registered capital of RMB5,000,000,000 pursuant to the Cooperation Agreement. It is principally engaged in the business of investment, business information and investment management advisory. As at the date of this announcement, the JV is a non-wholly owned subsidiary of the Group and held as to 60%, 20% and 20% by CR Land Holdings, SZ Yunxiang and SZ Shengji.

REASONS FOR AND BENEFITS OF THE FORMATION OF THE JV

The principal business activities of the Group are property investment, development and management in the PRC. The JV was established in January 2020 by CR Land Holdings, SZ Yunxiang and SZ Shengji for the purpose of acquiring the Project.

As SZ Shengji intends to transfer its interest in the JV to CR Trust, the Board is of the view that it is necessary for the Company to enter into the Supplemental Agreement with CR Trust, SZ Yunxiang, SZ Shengji, the JV and the Project Company, to set out the framework for future operation and governance of the JV in connection with the Proposed Transfer. The Board is of the view that the entering of the Supplemental Agreement can enhance certainty in terms of the rights and obligations of CR Land Holdings and the other parties to the Supplemental Agreement and the operation and governance of the JV as a result of the Proposed Transfer but did not impose any significant additional commitment by the Group or lead to reduction of control or the interest held by the Group in the JV. Furthermore, the Board also believes that the formation of a joint venture with CR Trust can broaden the shareholder base of the JV and hence enhancing its diversity and potentially its financing capability, which is beneficial to the future operation of the JV.

The Board (including the independent non-executive Directors) is of the view that terms of the Supplemental Agreement are fair and reasonable, and the entering into of the Supplemental Agreement is on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

None of the Directors have any material interest in the Supplemental Agreement or in connection with the formation of the joint venture and none of them abstained from voting on the relevant board resolutions.

- 7 -

IMPLICATION UNDER THE LISTING RULES

As at the date of this announcement, CRH is a controlling Shareholder of the Company interested in approximately 59.55% of the total issued share capital of the Company, each of CRH and CRCL is therefore a connected person under Chapter 14A of the Listing Rules. As CR Trust is a subsidiary of CRCL, a controlling shareholder of the Company, CR Trust is an associate of CRCL and thus a connected person of the Company. Accordingly, the entering into of the Supplemental Agreement by CR Land Holdings constitutes a connected transaction of the Company and is subject to requirements under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios in respect of the total commitment of the Company in the JV exceed 0.1% but is less than 5%, the formation of the joint venture is only subject to the reporting and announcement requirements under the Listing Rules, and is exempted from the circular, independent financial advice and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

DEFINITIONS

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

"Board"	the board of Directors of the Company
"Company"	China Resources Land Limited, a company incorporated in
	the Cayman Islands with limited liability whose issued
	shares are listed on the main board of the Stock Exchange
	(stock code: 1109)
"connected person"	has the meaning ascribed to it under the Listing Rules
"Cooperation Agreement"	the cooperation agreement dated 17 December 2019 entered
	into between CR Land Holdings, SZ Yunxiang, SZ Shengji,
	Data Century Investment Limited, the Project Company and
	Favour Profit Limited in relation to the formation of a joint
	venture (i.e. the JV), as amended and supplemented by the
	Supplemental Agreement

- 8 -

"CR Trust"	China Resources Shenguotou Trust Company Limited* (華
	潤深國投信託有限公司), a company incorporated in the
	PRC with limited liability and an indirect non-wholly
	owned subsidiary of CRCL
"CRCL"	China Resources Company Limited* (中國華潤有限公司),
	a company incorporated in the PRC with limited liability
"CRH"	China Resources (Holdings) Company Limited, a company
	incorporated in Hong Kong with limited liability, which is
	ultimately owned by CRCL
"CR Land Holdings"	China Resources Land Holdings Company Limited* (華潤
	置地控股有限公司), a company incorporated in the PRC
	with limited liability and an indirect wholly-owned
	subsidiary of the Company
"Directors"	the directors of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong Dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"JV"	Shenzhen Hubei Shunrun Investment Company Limited*
	(深圳市湖貝順潤投資有限公司), a company incorporated
	in the PRC with limited liability and is a non-wholly owned
	subsidiary of the Group which is owned as to 60% by CR
	Land Holdings, 20% by SZ Yunxiang and 20% by SZ
	Shengji as at the date of this announcement
"Land"	the land plot of approximately 340,000 square meters
	located at the Hubei Area of the Luohu District of Shenzhen
	City, the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange

- 9 -

"PRC"	the People's Republic of China, and for the purpose of this
	announcement, excluding Hong Kong, the Macau Special
	Administrative Region and Taiwan
"Project"	the urban renewal and property development project in
	connection with the Land
'Project Company"	China Resources Land (Shenzhen) Development Company
	Limited* (華潤置地（深圳）開發有限公司), a company
	incorporated in the PRC with limited liability and a
	wholly-owned subsidiary of the JV which holds the Project
"Proposed Transfer"	in relation to the subscription by SZ Shengji for certain Type
	B units in a collective trust fund established by CR Trust, the
	proposed:
	(i) transfer of the equity interests of 20% in the JV held by
	SZ Shengji to CR Trust, to be held by CR Trust for the
	collective trust fund;
	(ii) pledge of the remainder of the shareholder loans of SZ
	Shengji and SZ Yunxiang, free from encumbrances, by
	SZ Shengji and SZ Yunxiang in favour of CR Trust;
	and
	(iii) pledge of the equity interest of 20% in the JV held by
	SZ Yunxiang in favour of CR Trust;
	in consideration of the subscription by SZ Shengji for
	certain Type B units in a collective trust fund established by
	CR Trust
"RMB"	Renminbi, the lawful currency of the PRC
"SASAC"	the State-owned Assets Supervision and Administration
	Commission
"Shareholders"	persons whose names appear on the register of members as
	registered holders of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

- 10 -

"Supplemental Agreement"	the supplemental agreement dated 21 April 2021 entered
	into between the CR Land Holdings, SZ Yunxiang, SZ
	Shengji, the Project Company, CR Trust and the JV to
	amend and supplement the Cooperation Agreement in
	contemplation of the Proposed Transfer
"SZ Shengji"	Shenzhen Shengji Technology Company Limited* (深圳市
	聖基科技有限公司), a company incorporated in the PRC
	with limited liability
"SZ Yunxiang"	Shenzhen Yunxiang Industrial Development Company
	Limited* (深圳雲祥實業發展有限公司), a company
	incorporated in the PRC with limited liability
	By Order of the Board
	China Resources Land Limited
	LI Xin
	President
PRC, 21 April 2021

As at the date of this announcement, the non-executive Directors are Mr. Wang Xiangming, Mr. Yan Biao, Mr. Chen Ying, Mr. Wang Yan and Mr. Chen Rong; the executive Directors are Mr. Li Xin, Mr. Zhang Dawei, Mr. Xie Ji, Mr. Wu Bingqi and Mr. Guo Shiqing; and the independent non-executive Directors are Mr. Ho Hin Ngai, Bosco, Mr. Andrew Y. Yan, Mr. Wan Kam To, Peter, Mr. Zhong Wei and Mr. Sun Zhe.

• for identification purposes only

- 11 -