Joy City Property : CONTINUING CONNECTED TRANSACTIONS RELATING TO THE 2020 FINANCIAL SERVICES AGREEMENT

August 07, 2020 at 05:44 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Joy City Property Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

CONTINUING CONNECTED TRANSACTIONS

RELATING TO THE 2020 FINANCIAL SERVICES AGREEMENT

Independent Financial Adviser to the Independent Board Committee

and the Independent Shareholders

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ''Definitions'' in this circular.

A letter from the Board is set out on pages 6 to 20 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 21 to 22 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 23 to 34 of this circular.

A notice convening the SGM to be held at President Suite, World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Monday, 31 August 2020 at 11 : 00 a.m. or immediately following the DCT SGM, whichever is later, is set out on pages SGM-1 to SGM-3 of this circular. Whether or not you intend to attend and vote at the SGM, you are requested to complete and return the accompanying proxy form to the Company's branch share registrar and transfer office in Hong Kong, Tricor Progressive Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) should you so wish.

PRECAUTIONARY MEASURES FOR THE SGM

Please see page 1 of this circular for measures to be implemented at the SGM to safeguard the health and safety of Shareholders and to prevent the spread of the Novel Coronavirus (COVID-19) pandemic including, without limitation:

. Compulsory temperature screening/checks and health declaration

. Compulsory wearing of your own surgical face masks

. NO distribution of refreshments, drinks, cake coupons or corporate gifts

. Be seated as indicated

Any person who does not comply with the precautionary measures may be denied entry into the SGM venue or be required to leave the SGM venue. The Company reminds all Shareholders that physical attendance in person at the SGM is NOT necessary for the purpose of exercising voting rights and would like to encourage Shareholders to appoint the chairman of the SGM as their proxy to vote on the relevant resolutions at the SGM, instead of attending the SGM in person.

10 August 2020

CONTENTS
	Page
PRECAUTIONARY MEASURES FOR THE SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . .	21
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . .	23
APPENDIX I - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
NOTICE OF THE SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

- i -

PRECAUTIONARY MEASURES FOR THE SGM

In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following preventive measures at the SGM to protect attending Shareholders, staff and other stakeholders from the risk of infection including, without limitation:

Compulsory body temperature checks will be conducted on every attendee at the entrance of the SGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue;
All attendees may be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the SGM; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue;
Each attendee must wear a surgical face mask inside the meeting venue at all times. Please note that NO mask will be provided at the meeting venue and attendees should wear their own masks;
NO refreshments or drinks will be served or taken away, and NO cake coupons or corporate gifts will be distributed; and
Be seated as indicated and to maintain a safe distance between seats.

To the extent permitted under law, the Company reserves the right to deny entry into the SGM venue or require any person to leave the SGM venue in order to ensure the safety of the attendees at the SGM. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

In the interest of all stakeholders' health and safety and consistent with recent COVID- 19 guidelines issued by the Government of Hong Kong (available at www.chp.gov.hk/en/ features/102742.html), the Company reminds Independent Shareholders that physical attendance in person at the SGM is NOT necessary for the purpose of exercising voting rights. As an alternative, by using the form of proxy attached to this circular with voting instructions inserted, Independent Shareholders may appoint the chairman of the SGM as their proxy to vote on the relevant resolutions at the SGM instead of attending the SGM in person. The form of proxy should be returned to the Company's branch share registrar and transfer office in Hong Kong by the time specified, as set out in this circular.

- 1 -

DEFINITIONS

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

''2017 Financial	the financial services agreement dated 21 December 2017, as
Services Agreement''	supplemented, between the Company, the Management
	Company, and COFCO Finance in relation to the financial
	services to be provided by COFCO Finance to the Management
	Company and the Group
''2020 Annual Caps''	the maximum daily balance of deposits (including the
	corresponding interests accrued thereon) placed by the Group
	with COFCO Finance pursuant to the 2020 Financial Services
	Agreement of RMB1,500 million (equivalent to approximately
	HK$1,663 million) on any day throughout the term of the 2020
	Financial Services Agreement
''2020 Financial	the financial services agreement dated 17 July 2020 entered into
Services Agreement''	between the Company, the Management Company and COFCO
	Finance in relation to the financial services to be provided by
	COFCO Finance to the Management Company and the Group
''Achieve Bloom''	Achieve Bloom Limited (得茂有限公司), a company incorporated
	in the British Virgin Islands with limited liability and an indirect
	wholly-owned subsidiary of COFCO Corporation, which is an
	indirect controlling shareholder of the Company
''Arrangements''	the financial services arrangements and transactions under the
	2020 Financial Services Agreement
''Board''	the board of Directors
''CBIRC''	China Banking and Insurance Regulatory Commission (中國銀行
	保險監督管理委員會)
''COFCO Corporation''	COFCO Corporation (中糧集團有限公司), a state-owned
	enterprise incorporated in the PRC in September 1952 under
	the purview of the State-owned Assets Supervision and
	Administration Commission of the State Council (國務院國有
	資產監督管理委員會), the holding company of Grandjoy
	Holdings Group and thus an indirect controlling shareholder
	of the Company
''COFCO Finance''	COFCO Finance Company Limited (中糧財務有限責任公司), a
	company established in the PRC with limited liability and an
	indirect wholly-owned subsidiary of COFCO Corporation, and
	thus a connected person of the Company

- 2 -

	DEFINITIONS

''Company''	Joy City Property Limited (大悅城地產有限公司), a company
	incorporated under the laws of Bermuda with limited liability,
	the ordinary shares of which are listed on the Main Board of the
	Stock Exchange
''CPS''	the non-redeemable convertible preference shares of HK$0.10
	each in the share capital of the Company
''DCT SGM''	the special general meeting of the Company to be convened for
	the Independent Shareholders to consider and, if thought fit,
	approve the discloseable and connected transaction on Monday,
	31 August 2020 at 10 : 30 a.m., details of which are set out in the
	announcement dated 11 June 2020 and the circular dated 21 July
	2020 published by the Company
''Director(s)''	the director(s) of the Company
''Grandjoy Holdings	Grandjoy Holdings Group Co., Ltd.* (大悅城控股集團股份有限
Group''	公司), a company established in the PRC whose A shares are
	listed on the Shenzhen Stock Exchange (stock code: 000031.SZ)
	and a controlling shareholder of the Company, and thus a
	connected person of the Company and a subsidiary of COFCO
	Corporation
''Group''	the Company and its subsidiaries from time to time
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Independent Board	an independent committee of the Board, comprising all the
Committee''	independent non-executive Directors, namely Mr. Lau Hon
	Chuen, Ambrose, GBS, JP, Mr. Lam Kin Ming, Lawrence and
	Mr. Chan Fan Shing, formed for the purpose of advising the
	Independent Shareholders in respect of the 2020 Financial
	Services Agreement, the transactions contemplated thereunder
	and the 2020 Annual Caps
''Independent Financial	Dongxing Securities (Hong Kong) Company Limited, a
Adviser''	corporation licensed to conduct Type 1 (dealing in securities),
	Type 4 (advising on securities) and Type 6 (advising on corporate
	finance) regulated activities as defined under the SFO, being the
	independent financial adviser to the Independent Board
	Committee and the Independent Shareholders in respect of the
	2020 Financial Services Agreement, the transactions
	contemplated thereunder and the 2020 Annual Caps

- 3 -

	DEFINITIONS

''Independent	the Shareholder(s), other than (i) COFCO Corporation and its
Shareholder(s)''	associates, including Grandjoy Holdings Group and Achieve
	Bloom; (ii) those who have a material interest in the 2020
	Financial Services Agreement, the transactions contemplated
	thereunder and the 2020 Annual Caps; and (iii) those who are
	required to abstain from voting at the SGM pursuant to the
	Listing Rules
''Latest Practicable	6 August 2020, being the latest practicable date prior to the
Date''	printing of this circular for the purpose of ascertaining certain
	information for inclusion in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Management	Joy City Commercial Management (Tianjin) Co., Ltd.* (大悅城
Company''	商業管理（天津）有限公司), a company established in the PRC
	with limited liability and an indirect wholly-owned subsidiary of
	the Company
''PBOC''	People's Bank of China (中國人民銀行)
''PRC''	the People's Republic of China, which shall, for the purposes of
	this circular, exclude Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
''RMB''	Renminbi, the lawful currency of the PRC
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
''SGM''	the special general meeting of the Company to be convened for
	the Independent Shareholders to consider and, if thought fit,
	approve the 2020 Financial Services Agreement, the transactions
	contemplated thereunder and the 2020 Annual Caps
''Shareholder(s)''	the shareholder(s) of the Company
''Shares''	the ordinary shares of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''%''	per cent

For the purpose of this circular and for illustration only, the exchange rate of RMB1.00

HK$1.1089 has been used, where applicable. No representation is made that any amount has been, could have been or may be exchanged at such rate or any other rate or at all on the date or dates in question or any other date.

- 4 -

DEFINITIONS

In this circular, unless the context otherwise requires, the terms ''associate(s)'', ''connected person(s)'', ''connected transaction(s)'', ''continuing connected transaction(s)'', ''controlling shareholder(s)'', ''percentage ratio(s)'', ''subsidiary(ies)'' and ''substantial shareholder(s)'' shall have the meanings given to such terms in the Listing Rules, as modified by the Stock Exchange from time to time.

The English names of Chinese entities marked with ''*'' are translations of their Chinese names and are included in this circular for identification purpose only, and should not be regarded as their official English translation. In the event of any inconsistency, the Chinese name prevails.

Certain amounts and percentage figures set out in this circular have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and the currency conversion or percentage equivalents may not be an arithmetic sum of such figures.

- 5 -

LETTER FROM THE BOARD

Executive Directors:	Registered Office:
Mr. ZHOU Zheng (Chairman)	Clarendon House
Mr. CAO Ronggen	2 Church Street
	Hamilton HM 11
Non-executive Directors:	Bermuda
Mr. ZHU Laibin
Mr. JIANG Yong	Principal Place of Business in Hong Kong:
	33/F, COFCO Tower
Independent Non-Executive Directors:	262 Gloucester Road
Mr. LAU Hon Chuen, Ambrose, GBS, JP	Causeway Bay
Mr. LAM Kin Ming, Lawrence	Hong Kong
Mr. CHAN Fan Shing
	10 August 2020

To the Shareholders and, for information only, the holders of the CPS

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

RELATING TO THE 2020 FINANCIAL SERVICES AGREEMENT

INTRODUCTION

References are made to the announcement of the Company dated 21 December 2017 in relation to the 2017 Financial Services Agreement and the announcement of the Company dated 17 July 2020 in relation to the 2020 Financial Services Agreement. As the term of the 2017 Financial Services Agreement will expire on 31 December 2020, on 17 July 2020, the Company, COFCO Finance and the Management Company (an indirect wholly-owned subsidiary of the Company) entered into the 2020 Financial Services Agreement with reference to the terms and conditions to the 2017 Financial Services Agreement to make arrangements in advance for continuing the depository services and the entrustment loan services provided by COFCO Finance to the Group.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you, among other things, (i) details of the

2020 Financial Services Agreement; (ii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) the letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the 2020 Financial Services Agreement; and (iv) the notice of the SGM.

THE 2020 FINANCIAL SERVICES AGREEMENT

The principal terms of the 2020 Financial Services Agreement are set out as follows:

Date

17 July 2020 (after trading hours)

Parties

the Company;
the Management Company (an indirect wholly-owned subsidiary of the Company); and
COFCO Finance.

Depository services

Pursuant to the 2020 Financial Services Agreement, COFCO Finance will provide RMB depository services to the Management Company and certain subsidiaries of the Group which will participate in the Group's integrated funds management arrangements. For this purpose, the Management Company and the relevant subsidiaries will open and maintain RMB depository accounts with COFCO Finance, which are interest-bearing with reference to the RMB benchmark deposit interest rates published by the PBOC and no less than the deposit interest rates offered by other financial institutions in the PRC based on similar terms. Before the Group place deposits with COFCO Finance, the Group will obtain interest rates of similar deposit services from eight major PRC commercial banks and the PBOC from their websites and select the highest of such quotations (the ''Quoted Deposit Interest Rate'') to compare with the deposit interest rate offered by COFCO Finance to ensure that it is higher than the Quoted Deposit Interest Rate.

The maximum daily balance of deposits (including the corresponding interests accrued thereon) placed by the Group with COFCO Finance pursuant to the 2020 Financial Services Agreement shall not exceed RMB1,500 million (equivalent to approximately HK$1,663 million) on any day throughout the term of the 2020 Financial Services Agreement.

The depository services provided by COFCO Finance to the Group and the Management Company are solely for the purpose of facilitating the entrustment loan services as described below. The title of the funds in respect of the entrustment loans pursuant to the 2020 Financial Services Agreement will be rested with the relevant subsidiary of the Group and will not be passed to COFCO Finance.

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LETTER FROM THE BOARD

Entrustment loan services

(a) Loan amount

To maximise the utilisation of the Group's fund for its operation, according to the 2020 Financial Services Agreement, certain subsidiaries of the Group may, through COFCO Finance, acting as a financial agent in an entrustment loan arrangement, advance entrustment loan to the Management Company in such amount and from time to time at the request of the Management Company. After such entrustment loan is advanced to the Management Company, the Management Company may, by way of further entrustment loan arrangements through COFCO Finance (or other qualified financial institutions), further advance such funds to certain of the Company's subsidiaries which are in need of funds. The Management Company acts as lender while COFCO Finance, which possesses the appropriate licence and qualification under the PRC laws, acts as financial agent in the entrustment loan arrangements.

As COFCO Finance is only acting as a financial agent in the entrustment loan arrangement(s) rather than as the lender, COFCO Finance shall not advance any entrustment loan as described above to the Group's subsidiaries without the Management Company's instruction. By way of collecting and consolidating funds from certain subsidiaries of the Company, the Management Company would be able to allocate such centralised fund by the entrustment loan arrangements as described above among the Company's subsidiaries.

(b) Interest rate and implementation

Interest of the entrustment loan will be payable by the Management Company to subsidiaries of the Group which advanced the loan to the Management Company through COFCO Finance as the agent, to be determined by the Management Company with reference to the interest rates of the PBOC and the prevailing market conditions and not exceeding the loan interest rates offered by other financial institutions in the PRC based on similar terms.

As part of the integrated funds management of the Group, the Management Company will be collecting excess funds from certain subsidiaries of the Group and on-lend such funds to other subsidiaries which are in need of funds. Certain lending arrangements may be effected by way of entrustment loan through COFCO Finance which possesses the appropriate licence for lending in accordance with the requirements of the PRC laws. The Directors are of the view that the consolidation of the Group's intra-group depository and financing functions would enhance its treasury management capabilities and substantially attain a more effective utilisation of the available funds to reduce the Group's finance costs.

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LETTER FROM THE BOARD

Charges

The depository services are provided by COFCO Finance on a free-of-charge basis, and as a financial institution which takes the deposits, COFCO Finance shall pay interests to the subsidiaries of the Group and the Management Company with reference to the RMB benchmark deposit interest rates published by the PBOC and no less than the deposit interest rates offered by other financial institutions in the PRC based on similar terms.

COFCO Finance will charge handling fees for the entrustment loan services provided to the Group, which are equal to or more favourable to the Group as compared with other independent financial institutions providing similar services. The handling fees payable by the Group to COFCO Finance shall not exceed RMB5 million (equivalent to approximately HK$5.54 million) annually during the term of the 2020 Financial Services Agreement. The handling fees were determined based on arm's length negotiations among the parties with reference to the handling fees charged by financial institutions for similar services.

Term

The 2020 Financial Services Agreement shall be for a term of three years commencing from the date of approval of the 2020 Financial Services Agreement and the transactions contemplated thereunder by the Independent Shareholders at the SGM.

Set-off

If COFCO Finance is in breach of any provisions of the 2020 Financial Services Agreement or applies the funds deposited with it by the Management Company and the subsidiaries of the Company in inappropriate ways, which results in the Management Company and/or the subsidiaries of the Company fails to recover such deposit funds, the Management Company and the Company will be entitled to use such deposit funds to set off any amounts payable by the Management Company or the subsidiaries of the Company to COFCO Finance. COFCO Finance will not be entitled to such set off rights.

Termination

The 2020 Financial Services Agreement shall only be terminated by consent of all the parties.

In addition to the termination events provided by the Contract Laws of the PRC, the 2020 Financial Services Agreement will be terminated with immediate effect if COFCO Finance fails to satisfy any of the following operation conditions:

the capital adequacy ratio is not less than 12%;
the non-performing assets ratio is not more than 2%;
the bad loan ratio is not more than 3%;
the self-owned fixed assets to equity ratio is not more than 10%; or
the investment balance to net capital ratio is not more than 70%.

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LETTER FROM THE BOARD

Upon termination of the 2020 Financial Services Agreement, the Management Company and the subsidiaries of the Company may withdraw their respective deposit with COFCO Finance at any time, and will be entitled to the above-mentioned set off rights.

Implementation agreements

The Management Company, COFCO Finance and the respective subsidiaries of the Company may, from time to time and as necessary, enter into separate implementation agreements to effect the entrustment loans, provided that any such implementation agreements are entered into in accordance with the terms of the 2020 Financial Services Agreement and subject to the 2020 Annual Caps.

THE ANNUAL CAPS UNDER THE 2017 FINANCIAL SERVICES AGREEMENT

Set out below are the annual caps under the 2017 Financial Services Agreement for the respective financial years:

	For the year	For the year	For the year
	ended	ended	ending
	31 December	31 December	31 December
	2018	2019	2020
	RMB'	RMB'	RMB'
	million	million	million
Maximum daily balance of deposits
(including the corresponding interests
accrued thereon)	550	550	550
Aggregate handling fees for the
entrustment loan services	5	5	5

As the term of the 2020 Financial Services Agreement will commence from the date of the SGM, which will be held on Monday, 31 August 2020, the 2017 Financial Services Agreement and the related annual caps for the remainder of the year ending 31 December 2020 will lapse on the date of the SGM. As of the Latest Practicable Date, none of the annual caps under the 2017 Financial Services Agreement have been exceeded and the Company expects that none of the annual caps under the 2017 Financial Services Agreement will be exceeded from the Latest Practicable Date up to and including the date of the SGM.

PROPOSED 2020 ANNUAL CAPS AND BASIS

Pursuant to the 2020 Financial Services Agreement, the maximum daily balance of deposits (including the corresponding interests accrued thereon) placed by the Group with COFCO Finance pursuant to the 2020 Financial Services Agreement shall not exceed RMB1,500 million (equivalent to approximately HK$1,663 million) on any day throughout the term of the 2020 Financial Services Agreement, which constitutes the proposed 2020 Annual Caps.

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LETTER FROM THE BOARD

The proposed 2020 Annual Caps and the annual caps for the aggregate handling fees for the entrustment loan services under the 2020 Financial Services Agreement for the respective financial years are set out below:

	For the			For the
	period from			period from
	1 September	For the year	For the year	1 January
	2020 to	ended	ending	2023 to
	31 December	31 December	31 December	31 August
	2020	2021	2022	2023
	RMB'	RMB'	RMB'	RMB'
	million	million	million	million
Maximum daily balance
of deposits (including
the corresponding
interests accrued
thereon), being the
2020 Annual Caps	1,500	1,500	1,500	1,500
Aggregate handling fees
for the entrustment
loan services	1.5	5	5	3.5

In determining the 2020 Annual Caps, the Company has taken into account the following factors:

the average historical daily balance of deposits placed by the Group with COFCO Finance pursuant to the 2017 Financial Services Agreement for the financial years ended 31 December 2018 and 31 December 2019 and the six months period ended 30 June 2020 were RMB545 million, RMB548 million and RMB548 million, respectively;
the maximum historical daily balance of deposits placed by the Group with COFCO Finance pursuant to the 2017 Financial Services Agreement for the financial years ended 31 December 2018 and 31 December 2019 and the six months period ended 30 June 2020 were RMB550 million, RMB550 million and RMB550 million, respectively;
the growth in magnitude for the treasury management of the Company with regard to the expected cash available to the Group and its utilization, the business development plans of the Group and the financial needs of the Group;

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LETTER FROM THE BOARD

the increased use by the Group on a daily basis of a centralised electronic settlement system facilitated by the cash management platform provided by COFCO Finance due to:
. the financial services arrangements offered by COFCO Finance were newly established in September 2016 and the Group commenced to utilise COFCO Finance's financial services under the 2017 Financial Services Agreement on a trial basis. Since inception, the financial services arrangement and related systems have been developed into an efficient cash management platform which can potentially handle a larger volume of transactions;
. the use of the centralised electronic settlement system of COFCO Finance will allow the Group to avoid negotiations and dealings with multiple financial institutions and focus on a centralised service provider, thereby increasing the operation efficiency. Due to the larger scale of funds involved, the Group will have a greater bargaining power for negotiating with COFCO Finance on the terms and conditions of the financial services arrangements;
. the depository services offered by COFCO Finance do not require a predetermined notice period in advance for withdrawal of funds, providing the Group greater flexibility in cash management; and
. the deposit interest rates offered by COFCO Finance are generally higher than the RMB benchmark deposit interest rates published by the PBOC;
the expected amount of interest income from COFCO Finance compared with interest income that could otherwise be obtained by placing deposits with independent commercial banks;
the control of financial risks in selecting financial services providers; and
the benefit(s) to the Group and the Shareholders as a whole.

Internal Controls

The Company has adopted internal control measures to ensure that the terms and conditions of the 2020 Financial Services Agreement are on normal or better commercial terms and terms no less favourable than those terms offered to the Group by independent third parties for similar services, the details of which are as follows:

the Group's management (including the head of treasury and the financial manager) will adopt an internal integrated assessment mechanism on the deposit interest rate and the handling fee offered by COFCO Finance based on fair market principle. For example, an analysis and assessment will be conducted between the deposit interest rate offered by COFCO Finance and the rates offered by the eight major PRC commercial banks and the PBOC to the Group before the Group deposits with COFCO Finance, and every fortnight or regularly during the maintenance of such deposit accounts. Prior to the engagement of the relevant

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LETTER FROM THE BOARD

financial service with COFCO Finance under the 2020 Financial Services Agreement, the Group will conduct an analysis and assessment between the deposit interest rate and handling fee (as the case may be) offered by COFCO Finance with the corresponding interest rates or handling fees offered by the eight major PRC commercial banks and the PBOC to the Group to ensure the relevant interest rates or handling fee offered by COFCO Finance is not less favourable to the Group. In the event the relevant interest rates or handling fees quoted from the eight major PRC commercial banks and the PBOC are better than those offered by COFCO Finance, the Group will inform COFCO Finance to adjust to the same to ensure its interest rate or handling fee is not less favourable than those offered by the eight major PRC commercial banks and the PBOC;

in the event that COFCO Finance violates its obligations under the 2020 Financial Services Agreement and has actually adopted an interest rate or charged a handling fee which is less favourable to the Group as compared to those offered by the eight major PRC commercial banks and the PBOC, the Group may request COFCO Finance to compensate the differences to the Group. In respect of the depository services under the 2020 Financial Services Agreement, the Group will obtain the Quoted Deposit Interest Rate every fortnight or regularly during the maintenance of its demand deposit in such deposit accounts. In the event that COFCO Finance had adopted a deposit interest rate lower than the Quoted Deposit Interest Rate for a particular day, the Group will demand COFCO Finance to compensate the difference between the interest receivable on its demand deposit under the Quoted Deposit Interest Rate and the deposit interest rate offered by COFCO Finance;
the independent non-executive Directors will conduct annual review of the 2020 Financial Services Agreement to ensure the terms and conditions contained therein and the transactions contemplated thereunder are entered into by the Company in the ordinary and usual course of business, on normal commercial terms or better and are fair and reasonable and in the interests of the Company and Shareholders as a whole;
the Company will engage external auditors to conduct annual review of the 2020 Financial Services Agreement in accordance with the Listing Rules; and
the Board will oversee the Company's internal control measures in relation to the 2020 Financial Services Agreement on an ongoing basis.

The Company has adopted a daily real-time reporting system and the following monitoring controls to ensure that the 2020 Annual Caps under the 2020 Financial Services Agreement are not exceeded:

funds daily report will be issued every morning by the treasury cashiers on the amount of deposits and entrustment loans and the situation of change and utilisation of the funds. The head of treasury and the financial manager can adjust the funds strategy according to the funds daily report;

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LETTER FROM THE BOARD

the head of treasury will compile 20-day rolling capital forecast every week which could reduce the incidence of liquidity excess;
the fund manager will compile the monthly fund plan at the beginning of each month to arrange the monthly fund balance in advance and make arrangements for the Group's deposits and entrustment loans, to make sure that the annual caps will not be exceeded; and
internal control reports on risk management issued by COFCO Finance quarterly will be reviewed by the Company.

The Directors are of the view that the above internal controls and measures are adequate to assist the Company in monitoring, in a reasonable and effective manner, the transactions under the 2020 Financial Services Agreement will not be exceeding the 2020 Annual Caps.

REASONS AND BENEFITS FOR THE 2020 FINANCIAL SERVICES AGREEMENT

Reasons and benefits

COFCO Finance is a non-banking financial institution subject to regulations by the PBOC and the CBIRC, and is authorised to provide various kinds of financial services to the Group, including deposit taking and entrustment loan services. The main reasons for and benefits of the Arrangements are as follows:

the use of COFCO Finance as a vehicle through which the funds of the Group, including the Management Company, would allow a more efficient deployment of funds between subsidiaries of the Company;
the Arrangements would allow the greater utilisation of available funds, utilise the collected funds to repay the external commercial loans of the subsidiaries of the Company and optimise the efficiency of the Group's funds;
the Arrangements would promote liquidity among the Group, including the Management Company, enhance the overall ability of the Group to repay debts, and assist in monitoring and controlling financial risks;
the Arrangements would save financial costs, thereby increasing the profitability of the Group and benefitting the Shareholders, including the minority Shareholders;
the Arrangements would allow prompt and accurate monitoring and regulation of the application of funds of the Group including the Management Company;
COFCO Finance was established in 2002 with a complete corporate structure, and its internal control mechanism is standardised. Since its incorporation, COFCO Finance's operation has been stable, financial performance has been excellent and no violation of any rules has occurred;

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LETTER FROM THE BOARD

COFCO Finance has well established operating networks with eight major domestic banks, namely the Industrial and Commercial Bank of China, China Construction Bank, Bank of China, Agricultural Bank of China, China Merchants Bank, Bank of Communications, China CITIC Bank and Agricultural Development Bank of China and such network has become the necessary and efficient channel of collecting the funds of the subsidiaries of the Company;
COFCO Finance has comparatively strong financing ability through credit lines of not less than RMB7.5 billion arranged with such domestic banks;
the Company believes that COFCO Finance may provide more diversified and flexible financial services to the Group compared with a single or a small number of third-party commercial banks; and
the Company believes that the risk profile of COFCO Finance, as a financial services provider to the Group, is not greater than that of independent commercial banks in the PRC.

Risk management

In order to safeguard the interests of the Shareholders, the Group will adopt the following guidelines and principles in monitoring the Arrangements:

the title of the funds in respect of the entrustment loans pursuant to the 2020 Financial Services Agreement will not be passed to COFCO Finance;
funds received by the Management Company pursuant to the 2020 Financial Services Agreement should only be applied for intra-Group use;
specifically designated personnel from the Management Company will be responsible for and monitoring the daily operations under the Arrangements;
specifically designated personnel from the finance department of the Company will be responsible for regular monitoring of the Arrangements, who will report to the general manager of the finance department and the management of the Company on a weekly basis;
the finance department of the Company will require COFCO Finance to appoint external auditors to examine the internal controls, risk management, completeness and impartiality of the operational system in respect of the Arrangements and to provide relevant risk management report on quarterly basis;
under the relevant rules of the PBOC and the CBIRC, the clients of COFCO Finance are restricted to COFCO Corporation and COFCO Corporation's subsidiaries (including the Company and its subsidiaries). COFCO Finance is hence exposed to a lower level of potential risk than, if clients included, external entities;

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LETTER FROM THE BOARD

the Arrangements are non-exclusive, and the Company retains its own discretion in electing its provider for financial services;
where COFCO Finance is in breach of any provisions of the 2020 Financial Services Agreement or applies the funds deposited with it in any inappropriate ways which results in the Management Company and/or the subsidiaries of the Company fails to recover such deposit funds, the Management Company and the Company will be entitled to a set-off right against COFCO Finance as set out in the paragraph headed ''Set-off'' above;
in addition to the termination events provided by the Contract Laws of the PRC, the 2020 Financial Services Agreement is subject to stricter termination events compared to normal CBIRC requirements as set out in the paragraph headed ''Termination'' above; and
the Company will review the Arrangements and summarise the experience and supplement the inadequacies.

Guarantee letter from COFCO Corporation

To support COFCO Finance's obligations under the 2020 Financial Services Agreement, COFCO Corporation issued a guarantee letter to the Company on 17 July 2020, which unconditionally and irrevocably guarantees that, during the term of the 2020 Financial Services Agreement, COFCO Corporation will:

maintain its actual control of COFCO Finance, and guarantee the proper and orderly operation of COFCO Finance;
in terms of financial services, use its best endeavors and take all reasonable steps to guarantee that COFCO Finance will perform its obligations in respect of the financial services contemplated under the 2020 Financial Services Agreement; and
in case of extreme situation where COFCO Finance faces difficulty in making payment, undertake to increase relevant capital in accordance with the actual need for payment.

Directors' views

Based on the above, the Directors (including the independent non-executive Directors, whose opinion has been included in the letter from the Independent Board Committee in this circular after taking into account the advice of the Independent Financial Adviser) are of the view that the terms and conditions of the 2020 Financial Services Agreement, the transactions contemplated thereunder and the 2020 Annual Caps are in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole.

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LETTER FROM THE BOARD

None of the Directors was considered to have a material interest in the 2020 Financial Services Agreement under the Listing Rules, therefore no Director was required to abstain from voting on the resolution for approving the 2020 Financial Services Agreement and the transactions thereunder.

LISTING RULES IMPLICATIONS

COFCO Finance is an indirectly wholly-owned subsidiary of COFCO Corporation, an indirect controlling shareholder of the Company. Therefore, COFCO Finance is a connected person of the Company under the Listing Rules. The depository services and the entrustment loan services under the 2020 Financial Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios of the 2020 Annual Caps under the 2020 Financial Services Agreement exceeds 5%, the continuing connected transactions contemplated thereunder are subject to the reporting, announcement, Independent Shareholders' approval and annual review requirements under Chapter 14A of the Listing Rules.

As each of the applicable percentage ratios for the proposed annual caps relating to the handling fee to be charged by COFCO Finance for the entrustment loan services under the 2020 Financial Services Agreement is less than 0.1%, the entrustment loan services under the 2020 Financial Services Agreement are exempt from reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

INFORMATION ON THE PARTIES

The Company and the Group

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, including Beijing, Shanghai, Tianjin, Sanya, Chengdu and Hong Kong.

The Management Company

The Management Company is a wholly-owned subsidiary of the Company which is primarily engaged in providing corporate management, corporate management consulting, financial information consulting and marketing.

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LETTER FROM THE BOARD

COFCO Corporation

COFCO Corporation is a state-owned enterprise incorporated in the PRC in September 1952 under the purview of State-owned Assets Supervision and Administration Commission of the State Council (國務院國有資產監督管理委員會) and is a world's leading supplier of diversified products and services in the agricultural products and food industry. As at the date of this circular, COFCO Corporation is the holding company of Grandjoy Holdings Group and thus an indirect controlling shareholder of the Company.

COFCO Finance

COFCO Finance is a non-bank finance subsidiary of COFCO Corporation established in the PRC on 24 September 2002 with approval of the PBOC. It is subject to the supervision of the CBIRC. According to its business licence, it is authorised to provide to the Group all services set out in the 2020 Financial Services Agreement. Such services include but not limited to (i) provide financial and financing consultation services, credit appraisal and relevant consulting services and agency business services; (ii) assist the Group to implement the payables and receivables of the transaction amounts; (iii) provide guarantees to the Group; (iv) conduct intra-Group transfer of settlement and other relevant settlements; and (v) provide loans and financing leases to the Group.

THE SGM

The SGM will be convened for the purpose of considering and, if thought fit, approving, among other things, the 2020 Financial Services Agreement, the transactions contemplated thereunder and the 2020 Annual Caps.

A notice convening the SGM to be held at President Suite, World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Monday, 31 August 2020 at 11 : 00 a.m. or immediately following the DCT SGM, whichever is later, is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for the SGM is enclosed with this circular. Whether or not the Independent Shareholders are able to attend the meeting, the Independent Shareholders are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Progressive Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM (not later than 11 : 00 a.m. on Saturday, 29 August 2020) or any adjournment thereof. Completion and return of the form of proxy will not preclude the Independent Shareholders from attending and voting in person at the SGM if they so wish and in such event, the form of proxy will be deemed to be revoked.

In order to determine the list of Shareholders who will be entitled to attend and vote at the SGM, the register of members of the Company will be closed for registration of transfer of Shares from Wednesday, 26 August 2020 to Monday, 31 August 2020 (both days inclusive) during which period no transfer of Shares will be effected. Shareholders whose names appear on the register of members of the Company on Monday, 31 August 2020 shall

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LETTER FROM THE BOARD

be entitled to attend and vote at the SGM. In order for the Shareholders to qualify for attending and voting at the SGM, all transfer documents, accompanied by the relevant Share certificates, should be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Tricor Progressive Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong on or before 4 : 30 p.m., Tuesday, 25 August 2020.

VOTING AT THE SGM AND THE BOARD MEETINGS

Grandjoy Holdings Group and Achieve Bloom are associates of COFCO Corporation and held approximately 64.18% and 2.58% of the issued share capital of the Company as at the Latest Practicable Date, respectively, and are considered to be materially interested in the 2020 Financial Services Agreement. Grandjoy Holdings Group and Achieve Bloom are thus required to abstain from voting on the relevant resolutions to be proposed at the SGM to approve the 2020 Financial Services Agreement, the transactions contemplated thereunder and the 2020 Annual Caps. Save as disclosed, so far as the Company is aware having made all reasonable enquiries, no other Shareholder is required to abstain from voting on the resolution(s) to approve the 2020 Financial Services Agreement, the transactions contemplated thereunder and the 2020 Annual Caps.

The ordinary resolution(s) to approve the 2020 Financial Services Agreement, the transactions contemplated thereunder and the 2020 Annual Caps at the SGM will be taken by poll and announcement on the results of the SGM will be made by the Company after the SGM.

None of the Directors was considered to have a material interest in the 2020 Financial Services Agreement and the transactions contemplated thereunder, and none of the Directors was required to abstain from voting on the resolution proposed in the meeting of the Board approving the 2020 Financial Services Agreement, the transactions contemplated thereunder and the 2020 Annual Caps.

RECOMMENDATION

Your attention is drawn to the letter of recommendation from the Independent Board Committee set out on pages 21 to 22 of this circular and the letter from the Independent Financial Adviser set out on pages 23 to 34 of this circular, which contains, among other matters, its advice and recommendation to the Independent Board Committee and the Independent Shareholders in connection with the 2020 Financial Services Agreement, the transactions contemplated thereunder, and the 2020 Annual Caps and the principal factors considered by it in arriving at its advice and recommendation.

The Independent Board Committee, having taken into account the advice and recommendation of the Independent Financial Adviser, is of the opinion that the terms and conditions of the 2020 Financial Services Agreement, the transactions contemplated thereunder and the 2020 Annual Caps are in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole and recommend the Independent Shareholders to vote in favour of the relevant resolution(s) to be proposed at the SGM.

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LETTER FROM THE BOARD

Therefore, the Directors (including the independent non-executive Directors) consider that the terms and conditions of the 2020 Financial Services Agreement, the transactions contemplated thereunder and the 2020 Annual Caps are in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend the Independent Shareholders to vote in favour of the relevant resolution(s) to be proposed at the SGM approving the 2020 Financial Services Agreement, the transactions contemplated thereunder and the 2020 Annual Caps.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

For and on behalf of the Board of

Joy City Property Limited

ZHOU Zheng

Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

10 August 2020

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

RELATING TO THE 2020 FINANCIAL SERVICES AGREEMENT

We refer to the circular dated 10 August 2020 issued by the Company (the ''Circular'') of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless otherwise specified.

We have been authorized by the Board to form the Independent Board Committee to consider and advise the Independent Shareholders in respect of the 2020 Financial Services Agreement, the transactions contemplated thereunder and the 2020 Annual Caps, details of which are set out in the section headed ''Letter from the Board'' contained in the Circular.

We wish to draw your attention to the letter from the Board set out on pages 6 to 20 of the Circular and the letter from the Independent Financial Adviser set out on pages 23 to 34 of the Circular, which contains, among other matters, its advice and recommendation to the Independent Board Committee and the Independent Shareholders in connection with the 2020 Financial Services Agreement, the transactions contemplated thereunder, the 2020 Annual Caps and the principal factors considered by it in arriving at its advice and recommendation.

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered, among other matters, the factors and reasons considered by, and the opinion of the Independent Financial Adviser as stated in its letter of advice and recommendation, we consider that the terms and conditions of the 2020 Financial Services Agreement, the transactions contemplated thereunder and the 2020 Annual Caps are in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution(s) to be proposed at the SGM approving the 2020 Financial Services Agreement, the transactions contemplated thereunder and the 2020 Annual Caps.

Yours faithfully,

for and on behalf of the

Independent Board Committee

Joy City Property Limited

Mr. Lau Hon Chuen, Ambrose, GBS, JP

Mr. Lam Kin Ming, Lawrence

Mr. Chan Fan Shing

Independent non-executive Directors

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter of advice to the Independent Board Committee and the Independent Shareholders from the Independent Financial Adviser in respect of the transactions contemplated under the 2020 Financial Services Agreement for the purpose of inclusion in this circular.

DONGXING SECURITIES

(HONG KONG) COMPANY LIMITED Room 6805-6806A

International Commerce Centre

1 Austin Road West

Kowloon

Hong Kong

10 August 2020

To: The Independent Board Committee and the Independent Shareholders of Joy City Property Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTION RENEWAL OF

ANNUAL CAPS IN RESPECT OF

THE FINANCIAL SERVICES AGREEMENT

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the transactions contemplated under the 2020 Financial Services Agreement (the ''Transactions'') and the 2020 Annual Caps, details of which are set out in the letter from the Board contained in the circular dated 10 August 2020 issued by the Company to the Shareholders (the ''Circular''), of which this letter forms part. Unless the context otherwise requires, capitalised terms used in this letter shall have the same meanings as those defined in the Circular.

In view of the development of the Group's business and the increase of cash balances within the Group, the Directors estimate that the existing annual caps, being the maximum daily balance of deposits placed by the Group with COFCO Finance under the 2017 Financial Services Agreement, will no longer be sufficient to meet the Group's increasing need for depository services for the relevant period. Therefore, the Company, the Management Company (an indirect wholly-owned subsidiary of the Company) and COFCO Finance, entered into the 2020 Financial Services Agreement on 17 July 2020 to revise the annual caps for a term of three years from the date of approval of the 2020 Financial Services Agreement and the transactions contemplated thereunder by the Independent Shareholders at the SGM. The 2017 Financial Services Agreement and the related annual caps for the remainder of the year ending 31 December 2020 will lapse on the date of the SGM.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at the Latest Practicable Date, COFCO Finance is a wholly-owned subsidiary of COFCO Corporation, the holding company of Grandjoy Holdings Group and an indirect controlling shareholder of the Company, and therefore, COFCO Finance is a connected person of the Company under Chapter 14A of the Listing Rules. As one or more of the relevant percentage ratios in respect of the 2020 Annual Caps exceeds 5%, the continuing connected transactions contemplating under the 2020 Financial Services Agreement are subject to the reporting, announcement, annual review and Independent Shareholders' approval requirements of Chapters 14A of the Listing Rules.

The Independent Board Committee, comprising all of the independent non-executive Directors, namely Mr. Lau Hon Chuen, Ambrose, GBS, JP, Mr. Lam Kin Ming, Lawrence and Mr. Chan Fan Shing, has been established to advise the Independent Shareholders on

whether the terms of the 2020 Financial Services Agreement are on normal commercial terms and are fair and reasonable; (ii) whether the transactions contemplating under the 2020 Financial Services Agreement are in the interests of the Company and the Shareholders as a whole and conducted in the ordinary and usual course of business of the Group; and (iii) how the Independent Shareholders should vote in respect of the resolution(s) to approve the Transactions at the SGM.

We, Dongxing Securities (Hong Kong) Company Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard. We are not associated with the Company, the Management Company and COFCO Finance, or their respective core connected persons, close associates or associates and accordingly are considered eligible to give independent advice on the above matters. During the last two years, we were engaged as an independent financial adviser to the Company in respect of a discloseable and connected transaction (details of which are set out in the circular of the Company dated 21 July 2020) (the ''Previous Engagement''). Under the Previous Engagement, we were required to express our opinion on and give recommendation to the Independent Board Committee and the Independent Shareholders in respect of the relevant transaction. Apart from normal professional fees payable to us in connection with this appointment and the Previous Engagement, no arrangement exists whereby we will receive any fees or benefits from the Company, the Management Company and COFCO Finance or their respective core connected persons, close associates or associates.

In formulating our opinion, we have relied on the information and facts supplied, and the opinions expressed, by the Directors and the management of the Group and have assumed that they are true, accurate and complete. We have also assumed that all statements of belief, opinion and intention made by the Directors and the management of the Company in the Circular were reasonably made after due enquiry. We have also sought and received confirmation from the Directors that no material facts have been omitted from the information supplied and opinions expressed to us. We have no reason to believe that any material information has been withheld from us, or to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and the management of the Company. We have relied on such information and consider that the information we have received is sufficient for us to reach an informed view. We have not, however, conducted any independent investigation into the business and affairs of the

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Group and COFCO Finance or their respective subsidiaries or associates, nor have we carried out any independent verification of the information supplied. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation, we have taken into account the principal factors and reasons set out below.

Business overview of the Group

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, including Beijing, Shanghai, Tianjin, Sanya, Chengdu and Hong Kong.

Information on Management Company

Information on COFCO Finance

Reasons and benefits for the 2020 Financial Services Agreement

With reference to the Letter of the Board, the main reasons for and benefits of the Arrangements are as follows:

the use of COFCO Finance as a vehicle through which the funds of the Group, including the Management Company, would allow a more efficient deployment of funds between subsidiaries of the Company;
the Arrangements would allow the greater utilisation of available funds, utilise the collected funds to repay the external commercial loans of the subsidiaries of the Company and optimize the efficiency of the Group's funds;

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

the Arrangements would promote liquidity among the Group, including the Management Company, enhance the overall ability of the Group to repay debts, and assist in monitoring and controlling financial risks;
the Arrangements would save financial costs, thereby increasing the profitability of the Group and benefitting the Shareholders, including the minority Shareholders;
the Arrangements would allow a prompt and accurate monitoring and regulation of the application of funds of the Group including the Management Company;
COFCO Finance was established in 2002 with a complete corporate structure, and its internal control mechanism is standardised. Since its incorporation, COFCO Finance's operation has been stable, financial performance has been excellent and no violation of any rules has occurred;
COFCO Finance has well established operating networks with eight major domestic banks, namely the Industrial and Commercial Bank of China, China Construction Bank, Bank of China, Agricultural Bank of China, China Merchants Bank, Bank of Communications, China CITIC Bank and Agricultural Development Bank of China and such network has become the necessary and efficient channel of collecting the funds of the subsidiaries of the Company;
COFCO Finance has comparatively strong financing ability through credit lines of not less than RMB7.5 billion arranged with such domestic banks;
the Company believes that COFCO Finance may provide more diversified and flexible financial services to the Group compared with a single or a small number of third-party commercial banks; and
the Company believes that the risk profile of COFCO Finance, as a financial services provider to the Group, is not greater than that of independent commercial banks in the PRC.

In view of the development of the Group's business, the increase of cash balances within the Group, and in order to further enhance the strategic cooperation between the Group and COFCO Group, the existing annual caps, being the maximum daily balance of funds settlement balance under the 2017 Financial Services Agreement, will no longer be sufficient to meet the Group's increasing need for depository services for the relevant period. The Company has therefore entered into the 2020 Financial Services Agreement with COFCO Finance to renew the existing annual caps.

As part of our due diligence work, we had reviewed (i) the Company's annual report for the year ended 31 December 2017 and the Company's financial statements for the five months ended 31 May 2020; (ii) the 2020 Financial Services Framework Agreement; (iii) the Circular and the other information within; (iv) sample contracts and past transactions of the depository services between the Group and independent commercial banks for the two

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

years ended 31 December 2019 and the six months ended 30 June 2020; (v) sample quotation on deposits interest rates from independent commercial banks in the PRC; and (vi) the internal control information regarding the Company's continuing connected transactions.

As confirmed by the Directors, the transactions contemplated under the 2020 Financial Services Agreement are in the interest of the Company and the Shareholders as a whole. We noticed the transactions between the Group and COFCO Finance are on a non-exclusive basis. The Group may select at its discretion other financial institutions to provide the relevant financial services. Pursuant to the 2020 Financial Services Agreement, the terms of the financial services offered to the Group by COFCO Finance shall be reference to the RMB benchmark deposit interest rates published by the PBOC and no less than the deposit interest rates offered by other financial institutions in the PRC based on similar terms.

After taking into account of (i) the reasons and benefits for the 2020 Financial Services Agreement; (ii) the background information of COFCO Finance; and (iii) the existing caps will no longer be to meet the Group's increasing need for depository services for the relevant period, we are of the view that the transactions contemplating under the 2020 Financial Services Agreement are conducted in the ordinary and usual course of business of the Group and on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

PRINCIPAL TERMS OF THE 2020 FINANCIAL SERVICES AGREEMENT

The principal terms of the 2020 Financial Services Agreement are set out as follows:

Date

17 July 2020 (after trading hours)

Parties

The Company, the Management Company (an indirect wholly-owned subsidiary of the Company), and COFCO Finance

Depository services

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Entrustment loan services

(a) Loan amount

(b) Interest rate and implementation

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Charges

Term

Set-off

Termination

The 2020 Financial Services Agreement shall only be terminated by consent of all the parties.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

the capital adequacy ratio is not less than 12%;
the non-performing assets ratio is not more than 2%;
the bad loan ratio is not more than 3%;
the self-owned fixed assets to equity ratio is not more than 10%; or
the investment balance to net capital ratio is not more than 70%.

Implementation agreements

BASIS OF THE 2020 ANNUAL CAPS AND EVALUATION ON THE OTHER TERMS IN THE ARRANGEMENT

Pursuant to the terms of the 2020 Financial Services Agreement above, conditional upon obtaining the Independent Shareholders' approval pursuant to the Listing Rules, the existing annual caps as set out in the 2017 Financial Services Agreement shall be amended to the 2020 Annual Caps, such that the maximum daily balance of deposits (including the corresponding interests accrued thereon) placed by the Group with COFCO Finance pursuant to the 2017 Financial Services Agreement shall be adjusted from RMB550 million (equivalent to approximately HK$610 million) to RMB1,500 million (equivalent to approximately HK$1,663 million) on any day throughout the term of the 2020 Financial Services Agreement.

We noted that the 2020 Annual Caps of depository services, the Company has taken into account the following factors:

the average historical daily balance of deposits placed by the Group with COFCO Finance pursuant to the 2017 Financial Services Agreement for the financial years ended 31 December 2018 and 31 December 2019 and the six months period ended 30 June 2020 were approximately RMB545 million, RMB548 million and RMB548 million, respectively;

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

the maximum historical daily balance of deposits placed by the Group with COFCO Finance pursuant to the 2017 Financial Services Agreement for the financial years ended 31 December 2018 and 31 December 2019 and the six months period ended 30 June 2020 were RMB550 million, RMB550 million and RMB550 million, respectively;
the growth in magnitude for the treasury management of the Company with regard to the expected cash available to the Group and its utilisation, the business development plans of the Group and the financial needs of the Group;
the increased use by the Group on a daily basis of a centralised electronic settlement system facilitated by the cash management platform provided by COFCO Finance due to:
. the financial services arrangements offered by COFCO Finance were newly established in September 2016 and the Group commenced to utilise COFCO Finance's financial services under the 2017 Financial Services Agreement on a trial basis. Since inception, the financial services arrangement and related systems have been developed into an efficient cash management platform which can potentially handle a larger volume of transactions;
. the use of the centralised electronic settlement system of COFCO Finance will allow the Group to avoid negotiations and dealings with multiple financial institutions and focus on a centralised service provider, thereby increasing the operation efficiency. Due to the larger scale of funds involved, the Group will have a greater bargaining power for negotiating with COFCO Finance on the terms and conditions of the financial services arrangements;
. the depository services offered by COFCO Finance do not require a predetermined notice period in advance for withdrawal of funds, providing the Group greater flexibility in cash management; and
. the deposit interest rates offered by COFCO Finance are generally higher than the RMB benchmark deposit interest rates published by the PBOC;
the expected amount of interest income from COFCO Finance compared with interest income that could otherwise be obtained by placing deposits with independent commercial banks;
the control of financial risks in selecting financial services providers; and
the benefit(s) to the Group and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The table below sets out the existing annual caps pursuant to the 2017 Financial Services Agreement and the maximum historical daily balance of deposits (including the corresponding interest accrued thereon) placed by the Group with COFCO Finance for the two years ended 31 December 2019 and for the six months period ended 30 June 2020, respectively:

	From 1 January	From 1 January	From 1 January
	2018 to	2019 to	2020 to
	31 December	31 December	30 June
	2018	2019	2020
	(approximately	(approximately	(approximately
	RMB'million)	RMB'million)	RMB'million)
Maximum daily balance of
deposit placed by the Group
with COFCO Finance	550	550	550
Existing annual caps	550	550	550
Utilisation rate	100%	100%	100%

The 2020 Annual Caps of RMB1,500 million represent a significant increase of RMB950 million (the ''Increase'') as compared to the existing annual cap of RMB550 million. To further assess the fairness and reasonableness of the Increase, we noted that (i) the maximum daily balance of deposit place by the Group with COFCO Finance was fully utilised for the two years ended 31 December 2019 and for the six months period ended 30 June 2020; and (ii) the total amount of the Group's cash and cash equivalents amounted of approximately RMB8,404 million as at 31 December 2017, being the latest available financial information immediately prior to the date of the 2017 Financial Services Agreement was significantly increase of RMB5,473 million to approximately RMB13,877 million as at 31 May 2020, being the latest available information immediately prior to the date of the 2020 Financial Services Agreement. It indicates the Group's possible demand of depository services to be provided by the commercial banks and COFCO Finance.

Having also considered the above factors, we consider that the 2020 Annual Caps, which are the same during the three year term of the 2020 Financial Services Agreement, are fair and reasonable.

Internal controls and risks management measures

The Company has adopted a daily real-time reporting system and the following monitoring controls to ensure that the 2020 Annual Caps under the 2020 Financial Services Agreement are not exceeded:

funds daily report will be issued every morning by the treasury cashiers on the amount of deposits and entrustment loans and the situation of change and utilisation of the funds. The head of treasury and the financial manager can adjust the funds strategy according to the funds daily report;

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

the head of treasury will compile 20-day rolling capital forecast every week which could reduce the incidence of liquidity excess;
the fund manager will compile the monthly fund plan at the beginning of each month to arrange the monthly fund balance in advance and make arrangements for the Group's deposits and entrustment loans, to make sure that the annual caps will not be exceeded; and
internal control reports on risk management issued by COFCO Finance quarterly will be reviewed by the Company.

As advised by the Directors, to secure the interests of the Shareholders, the Group adopted certain guidelines and principles in monitoring the Arrangements which set out under the sections headed ''Internal controls'' and ''Risk management'' of the Letter from Board for utilising the financial services provided by COFCO Finance. We noted that the measures set out certain compliance in relation to the operation of COFCO Finance including but not limited to maintaining certain financial ratios at all times. In addition, we noted from the guarantee letter from COFCO Corporation that in the event that COFCO Finance confronts difficulties in making payments, COFCO Corporation undertake to increase relevant capital in accordance with the actual need for payment.

The Directors confirmed that the Company shall comply with the requirements of Rules 14A.53 to 14A.59 of the Listing Rules pursuant to which (i) the maximum values of the Depository Services must be restricted by the 2020 Annual Caps for the period concerned under the 2020 Financial Services Agreement; (ii) the terms of the Depository Services must be reviewed by the independent non-executive Directors annually; and (iii) details of the independent non-executive Directors' annual review on the terms of the Depository Services must be included in the Company's subsequent published annual reports and financial accounts.

Furthermore, it is also required by the Listing Rules that the auditors of the Company must provide a letter to the Board confirming, among other things, whether anything has come to their attention that causes them to believe that the Depository Services (i) have not been approved by the Board; (ii) were not entered into, in all material respects, in accordance with the relevant agreement governing the transactions; and (iii) have exceeded the 2020 Annual Caps.

In the event that the maximum amounts of the Depository Services are anticipated to exceed the 2020 Annual Caps, or that there is any proposed material amendment to the terms of the Depository Services, as confirmed by the Directors, the Company shall comply with the applicable provisions of the Listing Rules governing continuing connected transactions.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

With the stipulation of the above requirements for continuing connected transactions pursuant to the Listing Rules, we are of the view that there are adequate measures in place to monitor the Depository Services and hence the interest of the Independent Shareholders would be safeguarded.

OPINION AND RECOMMENDATION

Having taken into account that above factors and reasons, we are of the opinion that

the Transactions are entered in the ordinary and usual course of business of the Group and the Transactions are in the interests of the Company and the Shareholders as a whole; and (ii) the terms of the Transactions are on normal commercial terms and are fair and reasonable. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the relevant ordinary resolution(s) to be proposed at the SGM to approve the Transactions and we recommend the Independent Shareholders to vote in favour of the resolution(s) in this regard.

Yours faithfully,

For and on behalf of

Dongxing Securities (Hong Kong) Company Limited

Jim Lui CFA, FCPA, FCCA, ACA	Calvin Leung
Managing Director	Executive Director
Investment Banking Department	Investment Banking Department

- 34 -

APPENDIX I	GENERAL INFORMATION

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

DISCLOSURE OF INTERESTS 1. Interests of Directors

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executive of the Company in the Shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which are (i) required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she has taken or deemed to have under such provisions of the SFO);

required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies as set out in Appendix 10 to the Listing Rules (the ''Model Code''), to be notified to the Company and the Stock Exchange, were as follows:

Long Positions in the Shares, underlying shares and debentures of the Company and its associated corporations

			Number of	Approximate
			issued	percentage of
Name of Director/	Company/Name of		ordinary	the issued
Chief Executive	associated corporation	Capacity	shares held	share capital
			(Note 1)	(%)
Cao Ronggen	The Company	Beneficiary of a trust	4,533,884	0.03%
				(Note 2)
Jiang Yong	The Company	Beneficial owner	300,000	0.00%
				(Note 2)
	China Foods Limited	Beneficial owner	50,000	0.00%
				(Note 3)
Lam Kin Ming,	The Company	Beneficial owner	6,000	0.00%
Lawrence				(Note 2)
Chan Fan Shing	The Company	Beneficial owner	136,758	0.00%
				(Note 2)
Zhou Peng	The Company	Beneficiary of a trust	3,156,763	0.02%
				(Note 2)

- 35 -

APPENDIX I	GENERAL INFORMATION

Notes:

Long positions in the shares of the Company or its associated corporations, other than equity derivatives such as share options, warrants or convertible bonds.
The percentages (rounded to 2 decimal places) were calculated based on the total number of shares in issue of the Company as at the Latest Practicable Date, i.e. 14,231,124,858 shares.
The percentage (rounded to 2 decimal places) was calculated based on the total number of shares of China Foods Limited in issue as at the Latest Practicable Date, i.e. 2,797,223,396 shares.

Save for those disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interest or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are (i) required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she has taken or was deemed to have under such provisions of the SFO); (ii) required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

2. Interests of substantial shareholders

So far as it is known to the Directors of the Company, as at the Latest Practicable Date, the following persons (not being a Director or chief executive of the Company) had an interest or short position in the Shares or the underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO:

			Approximate
			percentage of the
		Number of Shares/	Company's issued
Name of Shareholder	Class of shares	CPS	share capital
		(Note 1)	(%)
COFCO Corporation	Ordinary shares	9,501,359,644 (L)	66.76%
		(Note 2)
	CPS	1,095,300,778 (L)	100%
		(Note 3)
COFCO (Hong Kong) Limited	Ordinary shares	9,501,359,644 (L)	66.76%
(''COFCO (HK)'')		(Note 2)
	CPS	1,095,300,778 (L)	100%
		(Note 3)
Vibrant Oak Limited	Ordinary shares	9,133,667,644 (L)	64.18%
(''Vibrant Oak'')		(Note 2)

- 36 -

APPENDIX I		GENERAL INFORMATION

				Approximate
				percentage of the
		Number of Shares/	Company's issued
Name of Shareholder	Class of shares	CPS	share capital
		(Note 1)	(%)
Grandjoy Holdings Group	Ordinary shares	9,133,667,644	(L)	64.18%
		(Note 2)
Achieve Bloom	Ordinary shares	367,692,000	(L)	2.58%
		(Note 2)
	CPS	1,095,300,778	(L)	100%
		(Note 3)
GIC Private Limited	Ordinary shares	1,135,920,000	(L)	7.98%
		(Note 4)
Citigroup Inc.	Ordinary shares	1,074,982,763	(L)	7.55%
		8,000 (S)	0.00%
		1,074,928,763 (P)	7.55%

Notes:

The percentages (round to 2 decimal places) of the Shares were calculated based on the total number of Shares in issue as at Latest Practicable Date, i.e. 14,231,124,858 Shares, and assuming that 1,095,300,778 CPS were not fully converted into 1,095,300,778 Shares. The percentages of CPS were calculated based on 1,095,300,778 CPS in issue as at Latest Practicable Date.
Vibrant Oak, through its non wholly-owned subsidiary, Grandjoy Holdings Group, was deemed to be interested in 9,133,667,644 Shares as at the Latest Practicable Date. COFCO (HK), through its wholly-owned subsidiaries, Achieve Bloom and Vibrant Oak, was deemed to be interested in 9,501,359,644 Shares as at Latest Practicable Date. COFCO Corporation, through its wholly-owned subsidiary, COFCO (HK), was deemed to be interested in 9,501,359,644 Shares as at Latest Practicable Date.
COFCO (HK), through its wholly-owned subsidiary, Achieve Bloom, was deemed to be interested in 1,095,300,778 CPS as at Latest Practicable Date. COFCO Corporation, through its wholly-owned subsidiary, COFCO (HK), was deemed to be interested in 1,095,300,778 CPS as at Latest Practicable Date.
GIC Private Limited held 1,135,920,000 Shares as investment manager as at Latest Practicable Date.

indicates a long position.

indicates a short position.

indicates a lending pool.

- 37 -

APPENDIX I	GENERAL INFORMATION

As shown in the table above, Achieve Bloom and COFCO Corporation are companies with interests which fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO. As at the Latest Practicable Date, Mr. Zhou Zheng was a director of each of Achieve Bloom and Vibrant Oak. Save as disclosed above, the Directors of the Company were not aware, as at the Latest Practicable Date, of any person (not being a Director or chief executive of the Company) who had an interest (or short position in the Shares or underlying shares) which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

DIRECTORS' INTERESTS IN ASSETS OR CONTRACTS OR ARRANGEMENT

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have since 31 December 2019, being the date to which the latest published audited consolidated financial statements of the Group were made up, been acquired or disposed of by, or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors were materially interested, directly or indirectly, in any subsisting contract or arrangement entered into by any member of the Group which was significant in relation to the business of the Group.

COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective associates was interested in any business, apart from the business of the Group, which competed or was likely to compete, either directly or indirectly, with that of the Group.

EXPERT'S CONSENT AND QUALIFICATIONS

The following are the qualifications of the expert(s) who have given opinions or advices which are contained in this circular:

Name	Qualifications
Dongxing Securities (Hong Kong)	a corporation licensed to carry out Type 1
Company Limited	(dealing in securities), Type 4 (advising on
	securities) and Type 6 (advising on corporate
	finance) regulated activities as defined under the
	SFO

- 38 -

APPENDIX I	GENERAL INFORMATION

The expert(s) above has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter(s), report(s) and/or opinion(s) and the references to its name included herein in the form and context in which it is respectively included.

The expert(s) above confirmed that as at the Latest Practicable Date, it did not have any beneficial shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group, nor did it have any direct or indirect interests in any assets which have since 31 December 2019 (being the date to which the latest published audited consolidated financial statements of the Group were made up) been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

MATERIAL ADVERSE CHANGE

Based on the preliminary review of the unaudited consolidated management accounts of the Group for the six months ended 30 June 2020 and other information currently available, the Group's consolidated profit for the six months ended 30 June 2020 is expected to decrease by 70% to 85% as compared to the Group's consolidated profit for the six months ended 30 June 2019. Such expected decline in consolidated profit was mainly attributable to the following:

the overall fair value of the Group's investment properties is expected to remain steady with no material increase in fair value for the first half of 2020 resulting from the adverse impacts on commercial properties market conditions due to the COVID-19 pandemic;
despite that the financial performance of the shopping malls and hotels has started to recover from May 2020, the retail and hospitality markets were adversely affected by the COVID-19 pandemic and the significant reduction in the number of tourists has led to a decrease in the customer flow in shopping malls, demand for hotel rooms and hotel occupancy rates. Further, the Group implemented rental reduction policy for tenants to provide them support for proactively fulfilling the Group's social responsibility;
the reduction in the settled gross floor area and settled unit price resulting from changes in the product structure settled by the Group as compared with the corresponding period in the previous year; and
an estimated increase in foreign exchange loss of approximately RMB65 million for the first half of 2020 as compared with the corresponding period in the previous year due to the impact of volatility of the exchange rate of Renminbi on the Group's debts denominated in foreign currency.

The Company is still in the process of preparing the interim results of the Group for the six months ended 30 June 2020. The information above is only a preliminary assessment by the Board based on the unaudited consolidated management accounts of the Group for the six months ended 30 June 2020 and other information currently available, which will be

- 39 -

APPENDIX I	GENERAL INFORMATION

subject to final review by the Company's auditors and/or the Company's audit committee, and may be subject to adjustments. For further details, please refer to the Company's profit warning announcement dated 10 July 2020.

Save as disclosed above and as at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2019, being the date to which the latest audited consolidated financial statements of the Group were made up.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours, Monday to Friday (other than public holidays) at the principal place of business of the Company at 33/F, COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong from the date of this circular up to and including Tuesday, 25 August 2020 :

the 2020 Financial Services Agreement;
the letter of recommendation from the Independent Board Committee, the text of which is set out on pages 21 to 22 of this circular;
the letter from the Independent Financial Adviser, the text of which is set out on pages 23 to 34 of this circular;
the consent letter referred to in the paragraph headed ''Expert's consent and qualifications'' in this Appendix; and
this circular.

I. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text, in the event of inconsistency.

- 40 -

NOTICE OF THE SGM

NOTICE OF THE

SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ''SGM'') of Joy City Property Limited (the ''Company'') will be held at President Suite, World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Monday, 31 August 2020 at 11 : 00 a.m. or immediately following the DCT SGM, whichever is later, for the purposes of considering, and if thought fit, pass the following resolution which will be proposed, with or without modification, as ordinary resolution. Capitalised terms contained in the circular dated 10 August 2020 issued by the Company (the ''Circular'') shall have the same meanings when used herein unless otherwise specified.

ORDINARY RESOLUTION

''THAT

the 2020 Financial Services Agreement, the terms and conditions thereof and the transactions contemplated thereunder (including the 2020 Annual Caps) be and are hereby approved, confirmed and ratified; and
any one Director of the Company be and is hereby authorised on behalf of the Company to do or take all acts, things and steps and to sign and execute all such documents, instruments and agreements for and on behalf of the Company as he/ she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with paragraph (a) of this resolution.''

By order of the Board

Joy City Property Limited

Zhou Zheng

Chairman

The PRC, 10 August 2020

- SGM-1 -

NOTICE OF THE SGM

Notes:

The register of members of the Company will be closed for registration of transfer of Shares from Wednesday, 26 August 2020 to Monday, 31 August 2020 (both days inclusive) to determine the entitlement to attend and vote at the SGM. In order to qualify for attending and voting at the SGM, all transfer documents should be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Tricor Progressive Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong on or before 4 : 30 p.m., Tuesday, 25 August 2020.
Any member of the Company entitled to attend and vote at the SGM is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. A member who is the holder of two or more Shares of the Company may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
Where there are joint registered holders of any Share, any one of such persons may vote at the SGM, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.
To be effective, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Progressive Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM (not later than 11 : 00 a.m. on Saturday, 29 August 2020) or any adjournment thereof. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the SGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
The resolution at the SGM will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
To safeguard the health and safety of Shareholders, staff and other stakeholders and to prevent the spreading of the Novel Coronavirus (COVID-19) pandemic, the following precautionary measures will be implemented at the SGM including, without limitation:
1. Compulsory temperature screening/checks and health declaration
2. Compulsory wearing of your own surgical face masks
3. No distribution of refreshments, drinks, cake coupons or corporate gifts
4. Be seated as indicated

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the SGM venue or be required to leave the SGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of Shareholders and all attendees, the Company reminds all Shareholders that physical attendance in person at the SGM is NOT necessary for the purpose of exercising voting rights and would like to encourage Shareholders to appoint the chairman of the SGM as their proxy to vote on the relevant resolutions at the SGM according to their indicated voting instructions as an alternative and to return their forms of proxy by the time specified above.

- SGM-2 -

NOTICE OF THE SGM

In view of the travelling restrictions imposed by various jurisdictions including Hong Kong SAR to prevent the spread of COVID-19, certain Director(s) of the Company may attend the SGM through conference call or similar electronic means.
Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement(s) on such measures as appropriate.
As at the date of this notice, Mr. Zhou Zheng (Chairman) and Mr. Cao Ronggen are the executive Directors; Mr. Zhu Laibin and Mr. Jiang Yong are the non-executive Directors; and Mr. Lau Hon Chuen, Ambrose, GBS, JP, Mr. Lam Kin Ming, Lawrence, and Mr. Chan Fan Shing are the independent non- executive Directors.

- SGM-3 -

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Joy City Property Limited published this content on 07 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 August 2020 09:43:08 UTC

Delayed Hong Kong S.E. Other stock markets 01:00:05 2024-04-25 am EDT			5-day change	1st Jan Change
0.21 ^HKD	+0.96%		-1.87%	-2.33%

Apr. 08	Joy City Property Unit Places Successful Bid for China Property	MT
Apr. 01	Joy City Property's Profit Slides 36% in 2023	MT

Joy City Property Unit Places Successful Bid for China Property	Apr. 08	MT
Joy City Property's Profit Slides 36% in 2023	Apr. 01	MT
Joy City’s Net Profit, Revenue Slide 36% in 2023	Mar. 29	MT
Joy City Property Limited Proposes Special Dividend for the Year Ended 31 December 2023, Payable on 04 July 2024	Mar. 28	CI
Joy City Property Limited Proposes Final Dividend for the Year Ended 31 December 2023, Payable on July 04, 2024	Mar. 28	CI
Joy City Property Limited Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 28	CI
Joy City Property Limited Announces Ma Dewei to Retire as A Non-Executive Director	Mar. 27	CI
Joy City Property Unit Grants 91 Million Yuan Loan	Mar. 08	MT
Joy City Property Logs Over 18 Billion Yuan in January Contracted Property Sales	Feb. 06	MT
Joy City Property Unit Completes Issuance of 700 Million Yuan of Bonds	Jan. 19	MT
Joy City Property Limited Announces Executive Changes	Dec. 11	CI
Joy City Property JV to Grant 235 Million Yuan Loan to Poly Development Unit	Nov. 14	MT
Joy City Property Logs 14.1 Billion Yuan in January-September Contracted Sales	Nov. 13	MT
Joy City Property Limited Reports Unaudited Operating Results for the Nine Months Ended 30 September 2023	Nov. 10	CI
Joy City Property Unit to Sell Property-Owning Company	23-09-29	MT
Joy City Shareholders Approve Subsidiary's 1.2 Billion Yuan Purchase of Shanghai Land Developer	23-09-24	MT
Joy City Property Unit to Buy Property-Holding Company for 1.2 Billion Yuan	23-09-05	MT
Joy City Property Logs 11% Growth in H1 Profit	23-08-30	MT
Joy City Property Limited Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-29	CI
Joy City Property Unit Raises 1.5 Billion Yuan from Bond Issue	23-08-22	MT
Joy City Property's Half-Year Contracted Sales Reach 10.54 Billion Yuan	23-08-08	MT
Joy City Property Limited Reports Unaudited Operating Results for the Six Months Ended 30 June 2023	23-08-07	CI
Joy City to Sell Shanghai Residential Space for Over 4 Billion Yuan	23-07-31	MT
Joy City Property Unit to Extend 258 Million Yuan Loan	23-06-22	MT
Joy City Property Limited Approves Final Dividend for the Year Ended 31 December 2022	23-06-07	CI

	1st Jan change	Capi.
JOY CITY PROPERTY LIMITED	-2.33%	378M
SCENTRE GROUP	+5.69%	10.64B
THE PHOENIX MILLS LIMITED	+38.62%	6.83B
ARABIAN CENTRES COMPANY	+18.00%	3.1B
PLAZA S.A.	+9.07%	2.78B
MULTIPLAN EMPREENDIMENTOS IMOBILIARIOS S.A.	-16.15%	2.69B
AEON MALL CO., LTD.	+0.68%	2.62B
EASYHOME NEW RETAIL GROUP CORPORATION LIMITED	-12.42%	2.48B
ALLOS S.A.	-18.64%	2.32B
ATRIUM LJUNGBERG AB	-19.03%	2.17B

Joy City Property Limited

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