Major Transactions (1) Acquisition of Land Use Rights in Xiamen, the Prc; and (2) Acquisition of Land Use Rights in Nanchang, the Prc

THIS CIRCULAR IS FOR YOUR INFORMATION ONLY If you are in any doubt about this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, 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 together with the accompanying form of proxy 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. MAJOR TRANSACTIONS (1) ACQUISITION OF LAND USE RIGHTS IN XIAMEN, THE PRC; AND (2) ACQUISITION OF LAND USE RIGHTS IN NANCHANG, THE PRC 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 5 to 22 of this circular. Each of the Xiamen Acquisition and the Nanchang Acquisition is exempted from shareholders’ approval as it constitutes a Qualified Property Acquisition under the Listing Rules. This circular is being despatched to the Shareholders for information only. 25 January 2021 CONTENTS Page DEFINITIONS ..................................................................... 1 LETTER FROM THE BOARD .................................................... 5 APPENDIX I — FINANCIAL INFORMATION OF THE GROUP .............. I-1 APPENDIX II — GENERAL INFORMATION ................................... II-1 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: ‘‘Board’’ the board of Directors ‘‘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 ‘‘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 (Stock code: 207) ‘‘Cooperation the cooperation agreement dated 18 December 2020 entered into Agreement’’ between Seaworld, Xiamen Metro Investment and Xiamen East Development in relation to the cooperation arrangements between the parties for their investment in the Project Company which is established for the development of the Xiamen Land ‘‘Directors’’ the directors 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 ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Joint Bidders’’ Seaworld, Xiamen Metro Investment and Xiamen East Development ‘‘Land Parcel I’’ the land parcel situated at Nanchang City, Jiangxi Province, the PRC, with a total site area of approximately 42,887 square meters, details of which are set out in the section headed ‘‘Results of the Bids’’ under ‘‘Acquisition of land use rights in Nanchang, the PRC’’ in the Letter from the Board of this circular –1– DEFINITIONS ‘‘Land Parcel II’’ the land parcel situated at Nanchang City, Jiangxi Province, the PRC, with a total site area of approximately 20,153 square meters, details of which are set out in the section headed ‘‘Results of the Bids’’ under ‘‘Acquisition of land use rights in Nanchang, the PRC’’ in the Letter from the Board of this circular ‘‘Land Parcel III’’ the land parcel situated at Nanchang City, Jiangxi Province, the PRC, with a total site area of approximately 73,355 square meters, details of which are set out in the section headed ‘‘Results of the Bids’’ under ‘‘Acquisition of land use rights in Nanchang, the PRC’’ in the Letter from the Board of this circular ‘‘Latest Practicable 20 January 2021, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information in this circular ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ‘‘Nanchang the acquisition of land use rights of the Nanchang Land through Acquisition’’ public bidding process at the Nanchang Auction ‘‘Nanchang Auction’’ the public auction held by the Nanchang Natural Resources Bureau at which the Nanchang Land (comprising Land Parcel I, Land Parcel II and Land Parcel III) was offered for sale ‘‘Nanchang the confirmation letters (成交確認書) entered into between Confirmation Shanghai Pengli and Nanchang Real Estate Trading Center Letters’’ confirming the Nanchang Acquisition at the Nanchang Auction on 30 December 2020 ‘‘Nanchang RMB1,795,753,520, being the aggregate price for the grant of the Consideration’’ land use rights of the Nanchang Land (comprising Land Parcel I, Land Parcel II and Land Parcel III) ‘‘Nanchang Jiayue’’ Nanchang Jiayue Real Estate Development Co., Ltd.* (南昌嘉悅房地產開發有限公司), a limited liability company incorporated in the PRC and an indirect wholly-owned subsidiary of the Company ‘‘Nanchang Land’’ comprises Land Parcel I, Land Parcel II and Land Parcel III, with an aggregate site area of approximately 136,395 square meters which was offered for sale at the Nanchang Auction ‘‘Nanchang Land Use the land use rights grant contracts (國有建設用地使用權出讓合 Rights Grant 同) to be entered into between Nanchang Jiayue and Nanchang Contracts’’ Natural Resources Bureau in relation to Land Parcel I, Land Parcel II and Land Parcel III, respectively –2– DEFINITIONS ‘‘Nanchang Natural Nanchang Natural Resources Bureau (南昌市自然資源局) Resources Bureau’’ ‘‘Nanchang Real Estate Nanchang Real Estate Trading Center (南昌市地產交易中心), a Trading Center’’ department of Nanchang Natural Resources Bureau ‘‘PRC’’ the People’s Republic of China, which shall, for the purpose of this circular, exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ‘‘PRC Governmental has the meaning ascribed to it under the Listing Rules Body’’ ‘‘PRC law’’ has the meaning ascribed to it under the Listing Rules ‘‘Project Company’’ Xiamen City Yueji Commercial Management Company Limited* (廈門市悅集商業管理有限公司), a limited liability company incorporated in the PRC which equity interest is held as to 51%, 24.5% and 24.5% by Seaworld, Xiamen Metro Investment and Xiamen East Development, respectively ‘‘Relevant Proportions’’ the relevant proportions of equity interests held by the Joint Bidders in the Project Company, being 51%, 24.5% and 24.5% held by Seaworld, Xiamen Metro Investment and Xiamen East Development, respectively ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Seaworld’’ Seaworld Company Limited (斯威有限公司), a company incorporated in Hong Kong and an indirect wholly-owned subsidiary of the Company ‘‘Shanghai Pengli’’ Shanghai Top Glory Real Estate Development Co., Ltd.* (上海鵬利置業發展有限公司), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company ‘‘Shareholders’’ the shareholders of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Xiamen Acquisition’’ the acquisition of land use rights of the Xiamen Land through public bidding process at the Xiamen Auction ‘‘Xiamen Auction’’ the public auction held by the Xiamen Municipal Natural Resources and Planning Bureau at which the Xiamen Land was offered for sale –3– DEFINITIONS ‘‘Xiamen Confirmation the confirmation letter (成交確認書) entered into between the Letter’’ Joint Bidders and the Xiamen Municipal Natural Resources and Planning Bureau confirming the Xiamen Acquisition at the Xiamen Auction on 9 December 2020 ‘‘Xiamen RMB3,955,000,000, being the price for the grant of the land use Consideration’’ rights of the Xiamen Land ‘‘Xiamen East Xiamen East District Development Company Limited* (廈門市 Development’’ 東區開發有限公司), a limited liability company incorporated in the PRC and an independent third party of the Company ‘‘Xiamen Land’’ the plots of land described under the section headed ‘‘The Xiamen Confirmation Letter’’ under ‘‘Acquisition of land use rights in Xiamen, the PRC’’ in the Letter from the Board of this circular with a total site area of approximately 127,912 square meters which was offered for sale at the Xiamen Auction ‘‘Xiamen Land Use the land use rights grant contract (國有建設用地使用權出讓合同) Rights Grant entered into between the Joint Bidders and Xiamen Municipal Contract’’ Natural Resources and Planning Bureau in respect of the Xiamen Land on 18 December 2020 ‘‘Xiamen Metro Xiamen Metro Upper Cover Investment Development Company Investment’’ Limited* (廈門地鐵上蓋投資發展有限公司), a limited liability company incorporated in the PRC and an independent third party of the Company ‘‘Xiamen Municipal Xiamen Municipal Natural Resources and Planning Bureau (廈 Natural Resources 門市自然資源和規劃局) and Planning Bureau’’ ‘‘%’’ per cent The shareholding of the respective Shareholder in the

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