Discloseable Transaction of the Company and Is Subject to the Notification and Announcement Requirements Under Chapter 14 of the Listing Rules

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

(Stock Code: 0832)

DISCLOSEABLETRANSACTION

PROVISIONOFGUARANTEE

On 11 December 2015 (after trading hours), CCRE China entered into the Guarantee Agreement with Luohe Bank, whereby CCRE China agreed to provide the Guarantee in favour of Luohe Bank as security for the repayment obligations of Henan Longyu in respect of the Entrusted Loan in the amount of RMB500 million (equivalent to HK$610 million) granted by Luohe Bank.

IMPLICATIONSUNDERTHELISTINGRULES

As the applicable percentage ratios in respect of the secured amount under the Guarantee are more than 5% but less than 25%, the provision of the Guarantee by CCRE China constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board announces that on 11 December 2015 (after trading hours), CCRE China (an indirect wholly-owned subsidiary of the Company) entered into the Guarantee Agreement with Luohe Bank. Pursuant to the Guarantee Agreement, CCRE China agreed to provide the Guarantee in favour of Luohe Bank as security for the repayment obligations of Henan Longyu in respect of the Entrusted Loan in the amount of RMB500 million (equivalent to HK$610 million) granted by Luohe Bank.

– 1 – The Entrusted Loan will be extended to Henan Longyu on the terms and conditions set out in the Entrusted Loan Agreement. The Entrusted Loan will bear interest at 6.9% per annum and the term of the Entrusted Loan will be for a period of 36 months commencing from the date on which Henan Longyu receives the Entrusted Loan.

THEGUARANTEEAGREEMEMT

Date: 11December2015(aftertradinghours)

Parties: (1) CCREChina as the guarantorforthe Guarantee

(2) Luohe Bank as the lender of the Entrusted Loan

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, Luohe Bank and its ultimate beneficial owners are Independent Third Parties.

Salient terms of the Guarantee Agreement

The principal terms of the Guarantee Agreement are as follows:

Term: The Guarantee shall become effective from the date of the Guarantee Agreement and expire two years from the payment due date of the last installment of the Entrusted Loan under the Entrusted Loan Agreement.

Consideration: CCRE China shall not receive any fee or commission for providing the Guarantee.

Scope of The Guarantee shall cover the repayment obligations of Henan Longyu guarantee: under the Entrusted Loan Agreement, including but not limited to the principal amount of the Entrusted Loan together with any interest, penalties, liquidated damages, other relevant expenses for realisation of Luohe Bank’s rights incurred.

INFORMATIONONTHEGROUP,CCRECHINAANDHENANLONGYU

The Group is principally engaged in the real estate development and sales in Henan Province, the PRC.

CCRE China is a limited liability company established in the PRC. It is an indirect wholly- owned subsidiary of the Company and is mainly engaged in real estate development and sales and real estate investment in Henan Province, the PRC.

Henan Longyu is a limited liability company established in the PRC. It is held as to 60%, 30% and 10% by CCRE China, Shanghai Changjiang and Ping An Dahua respectively and is accounted for as a jointly-controlled entity of the Company as none of CCRE China, Shanghai Changjiang and Ping An Dahua has unilateral control over the economic activity of Henan Longyu based on the decision-making process of the board of directors of Henan Longyu.

– 2 – INFORMATIONONGREATWALLCAPITAL

Great Wall Capital is the principal lender of the Entrusted Loan. It is a non-bank financial institute which is owned by Independent Third Parties. It has obtained a license issued by China Banking Regulatory Commission (中國銀行業監督管理委員會) and it is principally engaged in providing trust related products and services to customers. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Great Wall Capital and its ultimate beneficial owners are Independent Third Parties of the Company.

REASONSFORANDBENEFITOFENTERINGINTOTHEGUARANTEE AGREEMENT

As disclosed in the announcement of the Company dated 3 April 2013, Henan Longyu holds the land use rights of the Zhengzhou Land which is located in Jinshui District, the political, commercial and financial centre of Zhengzhou City and is expected to be developed into the commercial project under the name of Triumph Plaza* (凱旋廣場)(‘‘Triumph Plaza’’). It is anticipated that Triumph Plaza, upon completion, will make a substantial contribution to the Group’s profit.

Since Henan Longyu has obtained the Entrusted Loan from Luohe Bank for the purpose of development of Triumph Plaza, the Directors consider that the provision of the Guarantee by CCRE China will facilitate funding of Triumph Plaza and which in turn is to the benefit of the Company. The Directors, after due consideration, are of the view that the entering into of the Guarantee Agreement will not undermine the interests of the Company.

The Directors are of the view that the terms of the Guarantee Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONSUNDERTHELISTINGRULES

DEFINITIONS

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

‘‘Board’’ the board of Directors;

‘‘CCRE China’’ Central China Real Estate Group (China) Company Limited* (建業住宅集團(中國)有限公司), a wholly foreign- owned enterprise established in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company;

– 3 – ‘‘Company’’ Central China Real Estate Limited (建業地產股份有限公司*), an exempted company incorporated under the laws of the Cayman Islands with limited liability, whose Shares are listed on the Main Board of the Stock Exchange;

‘‘connected persons’’ having the meaning ascribed to it under the Listing Rules;

‘‘Director(s)’’ the director(s) of the Company;

‘‘Entrusted Loan’’ the entrusted loan in the amount of RMB500 million (equivalent to HK$610 million) made available by Luohe Bank to Henan Longyu on the terms and subject to the conditions set out in the Entrusted Loan Agreement;

‘‘Entrusted Loan Agreement’’ the entrusted loan agreement entered into among Luohe Bank (the trustee), Henan Longyu (the borrower) and Great Wall Capital (the principal lender) in relation to the Entrusted Loan entered into on 11 December 2015;

‘‘Great Wall Capital’’ Great Wall Capital Co., Ltd. (長城嘉信資產管理有限公司), a company established in the PRC with limited liability and the principal lender of the Entrusted Loan;

‘‘Group’’ the Company and its subsidiaries;

‘‘Guarantee’’ the guarantee provided by CCRE China to Luohe Bank pursuant to the Guarantee Agreement;

‘‘Guarantee Agreement’’ the guarantee agreement dated 11 December 2015 between CCRE China and Luohe Bank whereby CCRE China agreed to provide the Guarantee to Luohe Bank as security for Henan Longyu’s repayment obligations under the Entrusted Loan Agreement;

‘‘Henan Longyu’’ Henan Longyu Real Estate Development Company Limited* (河南龍宇房地產開發有限公司), a jointly-controlled entity held as to 60%, 30% and 10% by CCRE China, Shanghai Changjiang and Ping An Dahua respectively, being the borrower under the Entrusted Loan Agreement;

‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong;

‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC;

‘‘Independent Third Party’’ a third party independent of the Company and its connected persons and are not connected persons of the Company;

‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

– 4 – ‘‘Luohe Bank’’ Luohe Yancheng Contractor Rural Bank Limited Liability Company* (漯河市郾城包商村鎮銀行有限責任公司), a company established in the PRC with limited liability and the trustee of the Entrusted Loan;

‘‘Ping An Dahua’’ Shenzhen Ping An Dahua Land of Wealth Management Ltd.* (深圳平安大華匯通財富管理有限公司), a company established in the PRC with limited liability;

‘‘PRC’’ the People’s Republic of China;

‘‘RMB’’ Renminbi, the lawful currency of the PRC;

‘‘Shanghai Changjiang’’ Shanghai Changjiang Wealth and Asset Management Co., Ltd. (上海長江財富資產管理有限公司), a company established in the PRC with limited liability and is owned by Independent Third Parties;

‘‘Share(s)’’ ordinary share(s) with a nominal value of HK$0.10 each in the share capital of the Company;

‘‘Shareholders’’ holders of the Shares;

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

‘‘Zhengzhou Land’’ the land which is located in Jinshui District of Zhengzhou City and owned by Henan Longyu, details of which are set out in the announcement of the Company dated 3 April 2013; and

‘‘%’’ per cent.

By Order of the Board Central China Real Estate Limited Wu Po Sum Chairman

Hong Kong, 11 December 2015

For the purpose of this announcement, translations of Renminbi into Hong Kong dollar or vice versa have been calculated by using an exchange rate of RMB1.00 equal to HK$1.22. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were, may have been or will be exchanged at such rate or any other rates or at all.

– 5 – As at the date of this announcement, the Board comprises eight Directors, of which Mr. Wu Po Sum and Ms. Yan Yingchun are executive Directors, Mr. Lucas Ignatius Loh Jen Yuh, Mr. Puah Tze Shyang and Ms. Wu Wallis (alias Li Hua) are non-executive Directors, Mr. Cheung Shek Lun, Mr. Muk Kin Yau and Mr. Xin Luo Lin are independent non-executive Directors.

* For identification purposes only

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