Discloseable Transaction of the Company Under Chapter 14 of the Listing Rules and Is Subject to the Reporting and Announcement Requirements As Provided Thereunder

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

THECOOPERATIONAGREEMENT

On 18 September 2013, CCRE China, an indirect wholly-owned subsidiary of the Company, Tianhe Investment and Henan Huihua entered into the Cooperation Agreement. The Cooperation Agreement sets out their rights and obligations with respect to the joint development of the Land Development Project, and in connection therewith, the parties agreed that, among other things, CCRE China shall be responsible for providing the Initial Capital required for the initial stage of the Land Development Project is the sum of RMB500 million.

As at the date of this announcement, Henan Huihua is a jointly-controlled entity owned as to 51% and 49% by CCRE China and Tianhe Investment, respectively. There will be no change to the equity holding of Tianhe Investment upon completion of the Transaction as contemplated under the Cooperation Agreement.

IMPLICATIONSUNDERTHELISTINGRULES

As one or more of the applicable percentage ratios in respect of the Transaction as contemplated under the Cooperation Agreement exceeds 5% but less than 25%, the Transaction constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements as provided thereunder.

– 1 – BACKGROUND

On 16 March 2012, CCRE China and the People’s Government of Huiji District, Zhengzhou City entered into a letter of intent of cooperation pursuant to which, among other things, Henan Huihua was established by CCRE China and Tianhe Investment (which is established and wholly-owned by the People’s Government of Huiji District, Zhengzhou City) for the purpose of the Land Development Project. As at the date of this announcement, Henan Huihua has a registered and paid-up capital of RMB104.1 million which is held by CCRE China and Tianhe Investment as to 51% and 49%, respectively. For the reason as set out in the paragraph headed ‘‘Information about the Group, CCRE China, Tianhe Investment and Henan Huihua’’ below, Henan Huihua is currently accounted for as a jointly-controlled entity of the Company.

On 18 September 2013, CCRE China, Tianhe Investment and Henan Huihua entered into the Cooperation Agreement which sets out their rights and obligations with respect to the joint development of the Land Development Project.

THECOOPERATIONAGREEMENT

Date: 18September2013

Parties: (1) CCRE China, an indirect wholly-owned subsidiary of the Company

(2) Tianhe Investment

(3) Henan Huihua, a jointly-controlled entity owned as to 51% and 49% by CCRE China and Tianhe Investment, respectively

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, Tianhe Investment and its ultimate beneficial owner as well as Henan Huihua are Independent Third Parties.

Subject matter:

1. Scope of the Land Development Project

The Land Development Project involves the joint development of the Land by the parties to the Cooperation Agreement by carrying out certain ‘‘first class’’ land development works and rendering the Land suitable for residential and commercial uses. The said ‘‘first class’’ development works shall include but not limited to the resumption of the Land as part of the PRC Government’s reserve of State-owned land, the demolition of the existing properties erected on the Land, the relocation of the existing residents and the construction of infrastructure systems and public facilities.

– 2 – 2. Capital required for the Land Development Project

It is estimated that the total amount of capital required for the Land Development Project will be approximately RMB10 billion. CCRE China shall be responsible for providing the Initial Capital required for the initial stage of the Land Development Project in the sum of RMB500 million by means of shareholder’s loans and in accordance with the progress of the ‘‘first class’’ land development works. The payment shall be made by CCRE China into a designated bank account of Henan Huihua jointly authorised by CCRE China and Tianhe Investment.

The Initial Capital will be financed by the internal resources of the Group. Up to the date of this announcement, the Group already paid approximately RMB200 million to Henan Huihua by its internal resources. It is expected that further payments of approximately RMB300 million will be made to Henan Huihua by the end of October 2013.

Irrespective of whether the Group will obtain the land use right of the Land or not in the future, CCRE China will be reimbursed for the Initial Capital as discussed in item 4 below.

3. Roles and responsibilities of the parties to the Cooperation Agreement

CCRE China shall be responsible for, among other things, the provision of financial resources and manpower to Henan Huihua in connection with the Land Development Project and participating in the listing for sale of the land use right of the Land.

Tianhe Investment shall be responsible for, among other things, monitoring, decision making and coordination in relation to the Land Development Project to ensure successful implementation thereof.

Henan Huihua shall be responsible for, among other things, carrying out the ‘‘first class’’ development works.

4. Listing for sale of the Land

The Land is currently under the collective land use right of the occupants thereon. Upon completion of the Land Development Project, the land use right of the Land will be owned by the PRC Government. Pursuant to the Cooperation Agreement, CCRE China shall participate in the listing for sale process endeavouring to obtain the land use right of the Land.

The base price of the Land will be the higher of (i) the Development Costs; and (ii) the appraised value of the Land. The Development Costs, as determined by an independent auditing institution jointly selected by CCRE China and Tianhe Investment and in accordance with the relevant PRC laws and regulations and accounting standards, will be approved by the People’s Government of Zhengzhou City.

– 3 – If the Land were to be sold to CCRE China at the listing for sale process, CCRE China shall be responsible for the payment of the Land Price. Where the Land Price is equivalent to the base price, the Land Price shall be reimbursed to Henan Huihua on the actual Development Costs it incurs and for its repayment to CCRE China of the Initial Capital and other capital contributed by CCRE China into Henan Huihua. Where the Land Price exceeds the base price, the premium shall be paid to Henan Huihua for distribution thereof to CCRE China and Tianhe Investment in proportion to the amount of their actual capital contribution.

If the Land were to be sold to a third party at the listing for sale process, the Land Price shall be reimbursed to Henan Huihua on the actual Development Costs it incurs and for its repayment to CCRE China of the Initial Capital and other capital contributed by CCRE China into Henan Huihua while any premium shall be paid to Henan Huihua for distribution thereof to CCRE China and Tianhe Investment in accordance with the relevant PRC laws and regulations and the articles of association of Henan Huihua.

INFORMATIONABOUTTHELANDANDTHELANDDEVELOPMENTPROJECT

The Land extends across three villages under the territory of Huayuankou Town, Huiji District, Zhengzhou City with a total area of approximately 9,900 mu. The Land is currently occupied by the villagers of the properties erected on the Land and is under the collective land use right of the villagers.

On 18 September 2013, CCRE China, Tianhe Investment (which is established and wholly- owned by the People’s Government of Huiji District, Zhengzhou City) and Henan Huihua entered into the Cooperation Agreement to lay down the rights and obligations with respect to the joint development of the Land Development Project.

The Land Development Project is implemented by the People’s Government of Huiji District, Zhengzhou City and involves the joint development of the Land by the parties to the Cooperation Agreement by carrying out certain ‘‘first class’’ land development works and rendering the Land suitable for residential and commercial uses. The said ‘‘first class’’ development works shall include but not limited to the resumption of the Land as part of the PRC Government’s reserve of State-owned land, the demolition of the existing properties erected on the Land, the relocation of the existing residents and the construction of infrastructure systems and public facilities.

INFORMATIONABOUTTHEGROUP,CCRECHINA,TIANHEINVESTMENT AND HENANHUIHUA

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

– 4 – 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.

Tianhe Investment is a limited liability company established in the PRC. It is a wholly- owned subsidiary of the People’s Government of Huiji District, Zhengzhou City and is principally engaged in investment holding.

Henan Huihua is a limited liability company established in the PRC. It has a registered and paid-up capital of RMB104.1 million which is held by CCRE China and Tianhe Investment as to 51% and 49%, respectively. Based on the decision-making process of the board of directors of Henan Huihua, Henan Huihua is currently accounted for as a jointly-controlled entity of the Company and will remain so after completion of the Transaction as contemplated under the Cooperation Agreement.

REASONSFORANDBENEFITOFTHETRANSACTION

The Land Development Project is implemented by the People’s Government of Huiji District, Zhengzhou City pursuant to a number of policies issued by the People’s Government of Zhengzhou City encouraging village redevelopment.

By entering into the Cooperation Agreement and participating in the Land Development Project, the Group will be able to better control the cost of the ‘‘first class’’ development works to be carried out on the Land, which will eventually affect the cost of the Land when it is put on sale in the future. In the meantime, the Group will also have better control over the quality of the ‘‘first class’’ development works to ensure that it conforms with the Group’s pre-development standards. Based on the aforesaid, the Directors consider that the entering into of the Cooperation Agreement will be beneficial to the Group in preparing itself to bid for the land use right of the Land in the future.

In the event that the Group is able to obtain the land use right of the Land in the future, the Group will be able to enjoy the benefit of the aforesaid cost and quality control over the Land.

The Directors also believe that the acquisition of the Land will enable the Group to further expand its market share in Zhengzhou City and enhance its market influence in the city, which is in line with the Group’s strategy to increase its land bank in Henan Province with high development potential.

In light of the above, the Directors consider that the terms of the Cooperation 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

As one or more of the applicable percentage ratios in respect of the Transaction as contemplated under the Cooperation Agreement exceeds 5% but less than 25%, the Transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements as provided thereunder.

– 5 – 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 with limited liability which was incorporated in the PRC and is an indirect wholly-owned subsidiary of the Company;

‘‘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;

‘‘Cooperation Agreement’’ the cooperation agreement dated 18 September 2013 entered into among CCRE China, Tianhe Investment and Henan Huihua setting out their rights and obligations with respect to the joint development of the Land Development Project;

‘‘Development Costs’’ the costs to be incurred by Henan Huihua in connection with the ‘‘first class’’ development works comprising, among others, the costs for demolition and relocation of the existing properties erected on the Land, the compensation for the villagers, fixtures and fittings compensation, facilities removal costs, fee for disposition of construction waste, transitional compensation and relevant administrative costs, as well as the construction costs for the infrastructure systems and public facilities;

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

‘‘Group’’ the Company and its subsidiaries;

‘‘Henan Huihua’’ Henan Huihua Chengxiang Construction and Development Company Limited* (河南惠花城鄉建設發展有限公司), a company incorporated in the PRC with limited liability and a jointly-controlled entity owned as to 51% and 49% by CCRE China and Tianhe Investment, respectively;

‘‘HK$’’ Hong Kong dollars, 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;

– 6 – ‘‘Initial Capital’’ the initial capital in the sum of RMB500 million required for the initial stage of the Land Development Project which will be solely paid by CCRE China to Henan Huihua;

‘‘Land’’ the land which extends across three villages under the territory of Huayuankou Town, Huiji District, Zhengzhou City with a total area of approximately 9,900 mu, details of which are set out in the paragraph headed ‘‘Information about the Land and the Land Development Project’’ in this announcement;

‘‘Land Development Project’’ the land development project implemented by the People’s Government of Huiji District, Zhengzhou City and involves the joint development of the Land by the parties to the Cooperation Agreement by carrying out certain ‘‘first class’’ land development works and rendering the Land suitable for residential and commercial uses;

‘‘Land Price’’ the price which the Land will be sold at the listing for sale process of the Land in accordance with the terms of the Cooperation Agreement;

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

‘‘mu’’ 1 mu equals to 666.67 square metres or 7,176.04 square feet;

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

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

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

‘‘Shareholder(s)’’ holder(s) of the Shares;

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

‘‘Tianhe Investment’’ Henan Tianhe Investment Company Limited* (河南天河投資有限公司), a company incorporated in the PRC with limited liability and an Independent Third Party;

‘‘Transaction’’ the provision of the Initial Capital by CCRE China to Henan Huihua as contemplated under the Cooperation Agreement; and

– 7 – ‘‘%’’ per cent.

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

Hong Kong, 19 September 2013

As at the date of this announcement, the Board comprised nine Directors, of which Mr. Wu Po Sum and Ms. Yan Yingchun are executive Directors, Mr. Lim Ming Yan (alternate director: Mr. Lucas Ignatius Loh Jen Yuh), Mr. Leow Juan Thong Jason, Mr. Hu Yongmin 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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