This Circular Is for Your Information Only

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 TRANSACTION ACQUISITION OF LAND USE RIGHTS IN NANJING, 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 4 to 13 of this circular.

The 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.

23 July 2021 CONTENTS

Page

DEFINITIONS ...... 1

LETTER FROM THE BOARD ...... 4

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:

‘‘Acquisition’’ the acquisition of land use rights of the Land through public bidding process at the Auction

‘‘Auction’’ the public auction held by the Nanjing Resources and Planning Bureau at which the Land was offered for sale

‘‘Board’’ the board of Directors

‘‘Chongqing Zeyue’’ Chongqing Zeyue Shiye Company Limited* (重慶澤悅實業有限公司), a company incorporated in the PRC and an indirect wholly-owned subsidiary 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)

‘‘Confirmation Letter’’ the confirmation letter (成交確認書) entered into between the Joint Bidders and the Nanjing Resources and Planning Bureau confirming the Acquisition at the Auction on 20 May 2021

‘‘Consideration’’ RMB6,060,000,000, being the price for the grant of the land use rights of the Land

‘‘Directors’’ the directors of the Company

‘‘Group’’ the Company and its subsidiaries

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

‘‘Independent Third person(s) who, to the best of the Directors’ knowledge, Party(ies)’’ information and belief having made all reasonable enquiry, is not a connected person of the Company pursuant to the Listing Rules

‘‘Joint Bidders’’ Chongqing Zeyue and Yongjia Wanxin

‘‘Land’’ the plots of land situated at Pukou District, Nanjing, Jiangsu Province, the PRC, with a total site area of approximately 208,000 square meters, details of which are set out in the section headed ‘‘2. Result of the bid’’ in the Letter from the Board of this circular

–1– DEFINITIONS

‘‘Land Use Rights the land use rights grant contract (國有建設用地使用權出讓合同) Grant Contract’’ entered into between the Joint Bidders and the Nanjing Resources and Planning Bureau in respect of the Land on 4 June 2021

‘‘Latest Practicable 20 July 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

‘‘Nanjing Resources Nanjing Resources and Planning Bureau* (南京市規劃和自然資 and Planning Bureau’’ 源局)

‘‘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’’ Nanjing Yue Jin Cheng Real Estate Industrial Company Limited* (南京悅錦成房地產實業有限公司), a limited liability company established in the PRC of which equity interest is held as to 50% and 50% by Chongqing Zeyue and Yongjia Wanxin, respectively

‘‘Relevant Proportions’’ the relevant proportions of equity interests held by the Joint Bidders in the Project Company, being 50% and 50% by Chongqing Zeyue and Yongjia Wanxin, respectively

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

‘‘Shareholders’’ the shareholders of the Company

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

‘‘Yongjia Wanxin’’ Yongjia Wanxin Hengjin Real Estate Company Limited* (永嘉萬新恒錦置業有限公司), a limited liability company incorporated in the PRC and an independent third party of the Company

‘‘%’’ per cent

–2– DEFINITIONS

The shareholding of the respective Shareholder in the Company as disclosed in this circular refers to the percentage shareholding of such Shareholder to the issued share capital of the Company, without taking into account the non-redeemable convertible preference shares issued by the Company or the potential effect on the shareholding upon conversion of the non- redeemable convertible preference shares, unless otherwise stated.

In this circular, unless the context otherwise requires, the terms ‘‘connected person(s)’’, ‘‘controlling shareholder(s)’’, ‘‘percentage ratios’’, ‘‘subsidiary(ies)’’, ‘‘substantial shareholder(s)’’, ‘‘Qualified Issuer’’ and ‘‘Qualified Property Acquisition’’ 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.

–3– LETTER FROM THE BOARD

Executive Directors: Registered office: Mr. YOU Wei (Chairman) Clarendon House Mr. CAO Ronggen 2 Church Street Hamilton HM11 Non-executive Directors: Bermuda Mr. MA Dewei Mr. LIU Yun Principal place of business in Hong Kong: Mr. ZHU Laibin 33/F., COFCO Tower 262 Gloucester Road Independent non-executive Directors: Causeway Bay Mr.LAUHonChuen,AmbroseGBS, JP Hong Kong Mr. LAM Kin Ming, Lawrence Mr. CHAN Fan Shing

23 July 2021

To the Shareholders and holders of the convertible preference shares (for information only)

Dear Sir or Madam,

MAJOR TRANSACTION ACQUISITION OF LAND USE RIGHTS IN NANJING, THE PRC

1. INTRODUCTION

Reference is made to the announcement of the Company dated 20 May 2021 in relation to the acquisition of land use rights in Nanjing, the PRC. On 20 May 2021, the Joint Bidders, namely Chongqing Zeyue (an indirect wholly-owned subsidiary of the Company) and Yongjia Wanxin, successfully bid for the land use rights of the Land offered for sale by the Nanjing Resources and Planning Bureau at the Auction for RMB6,060,000,000. The Confirmation Letter was entered into between the Joint Bidders and the Nanjing Resources and Planning Bureau on 20 May 2021 and the Land Use Rights Grant Contract in relation to the Acquisition was entered into between the Joint Bidders and the Nanjing Resources and Planning Bureau on 4 June 2021. As of the Latest Practicable Date, 50% of the

–4– LETTER FROM THE BOARD

Consideration (being an amount of RMB3,030,000,000) has been settled, and the security deposit for the Auction of RMB1,080,000,000 has formed part of this payment. The Joint Bidders have jointly established a Project Company in Nanjing, the PRC to hold the interests in the Land upon completion of the Acquisition for the purpose of development of the Land. The equity interest of the Project Company is owned as to 50% and 50% by Chongqing Zeyue and Yongjia Wanxin, respectively.

The purpose of this circular is to provide you with, among other things, further details of the Acquisition and such other information as required under the Listing Rules.

2. RESULT OF THE BID

Date : 20 May 2021

Parties : (1) the Joint Bidders; and

(2) Nanjing Resources and Planning Bureau.

Auction Item No. : No. 2021G52

Lot No. : 320111100048GB00305

Location of the Land : North of Pubin Road (浦濱路) and East of Hebin Road (河濱路) in Jiangpu Street, Pukou District, Nanjing, Jiangsu Province, the PRC

Total site area : approximately 208,000 square meters

Total planned gross : approximately 827,500 square meters floor area

Proposed use of the : Residential, offices and commercial Land

Term of the land use : 70 years for residential use, 40 years for offices and right commercial use

Consideration : RMB6,060,000,000, which was the bidding price of the Land submitted by the Joint Bidders at the Auction held by the Nanjing Resources and Planning Bureau, of which the Group will pay RMB3,030,000,000 in accordance with the Relevant Proportions. The payment terms of the Consideration are as follows:

(a) a sum of RMB1,080,000,000 has been paid by the Joint Bidders as the security deposit for the Auction, of which the Group has paid RMB540,000,000 in accordance with the Relevant Proportions. The security deposit will form payment of the Consideration;

–5– LETTER FROM THE BOARD

(b) an amount representing 50% of the Consideration less the security deposit will be paid on or before 21 June 2021; and

(c) the remaining balance of 50% of the Consideration will be paid within six months of the date of the Confirmation Letter.

Establishmentofthe Pursuant to the requirements of the Nanjing Resources Project Company and Planning Bureau, the Joint Bidders established the Project Company in Nanjing, the PRC, which holds the interests in the Land upon the completion of the Acquisition for the purpose of future development of the Land.

The Project Company is held as to 50% and 50% by Chongqing Zeyue and Yongjia Wanxin, respectively, and it will be consolidated as a subsidiary in the Company’s consolidated financial statements.

3. THE CONFIRMATION LETTER

Date : 20 May 2021

Parties : (1) the Joint Bidders; and

(2) Nanjing Resources and Planning Bureau.

Auction Item No. : No. 2021G52

Lot No. : 320111100048GB00305

Location of the Land : North of Pubin Road (浦濱路) and East of Hebin Road (河濱路) in Jiangpu Street, Pukou District, Nanjing, Jiangsu Province, the PRC

Consideration : RMB6,060,000,000, which was the bidding price of the Land submitted by the Joint Bidders at the Auction held by the Nanjing Resources and Planning Bureau. The payment terms of the Consideration are as follows:

–6– LETTER FROM THE BOARD

(b) an amount representing 50% of the Consideration less the security deposit will be paid on or before 21 June 2021; and

(c) the remaining balance of 50% of the Consideration will be paid within six months of the date of the Confirmation Letter.

4. MAJOR TERMS OF THE LAND USE RIGHTS GRANT CONTRACT

Date : 4 June 2021

Parties : (1) the Joint Bidders (as the transferee); and

(2) Nanjing Resources and Planning Bureau (as the transferor).

Auction Item No. : No. 2021G52

Lot No. : 320111100048GB00305

Location of the Land : North of Pubin Road (浦濱路) and East of Hebin Road (河濱路) in Jiangpu Street, Pukou District, Nanjing, Jiangsu Province, the PRC

Consideration : RMB6,060,000,000

Payment terms of the : 50% of the Consideration (being RMB3,030,000,000), Consideration less the security deposit for the Auction that has already been paid, to be settled on or before 21 June 2021 and the remaining balance of 50% of the Consideration (being RMB3,030,000,000) to be settled on or before 22 November 2021.

On 15 June 2021, Nanjing Resources and Planning Bureau has agreed that the Project Company will assume the rights and obligations under the Land Use Rights Grant Contract. Accordingly, as of the Latest Practicable Date, RMB3,030,000,000 (being 50% of the Consideration) has been settled by (a) the security deposit for the Auction of RMB1,080,000,000; and (b) the payment by the Project Company of the remaining balance of RMB1,950,000,000, which was funded by the registered capital and shareholders’ loans to the Project Company paid by the Joint Bidders in accordance with the Relevant Proportions.

–7– LETTER FROM THE BOARD

Commencement of : On or before 13 June 2022, subject to the terms of the construction Land Use Rights Grant Contract

Completion of : On or before 13 June 2025, subject to the terms of the construction Land Use Rights Grant Contract

Conditions of the land : (a) For division A of the Land for residential use use right comprising a site area of approximately 53,000 square meters, the plot ratio should be no more than 2.2, the building height limit is 60 meters, the building density should be no more than 20% and the greening ratio should be no less than 30%;

(b) For divisions B and C of the Land for residential use comprising an aggregate site area of approximately 63,000 square meters, the plot ratio should be no more than 2.5, the building height limit is 80 meters, the building density should be no more than 20% and the greening ratio should be no less than 30%; and

(c) For division D of the Land for office and commercial use comprising a site area of approximately 96,000 square meters, the plot ratio should be no more than 3.0, the building height limit is 150 meters and the building density should be no more than 65%.

5. BASIS OF THE CONSIDERATION

The Consideration was arrived at as a result of successful bidding of the Land by the Joint Bidders at the Auction using the land use right online trading system of the Nanjing Resources and Planning Bureau, which was conducted in accordance with the relevant PRC laws and regulations. The Joint Bidders set the bid price for the Land after taking into account (i) the minimum bid price for the Land listed by the Nanjing Resources and Planning Bureau of RMB5.4 billion; (ii) among the 5 bidding entities who participated in the Auction (including the Joint Bidders), the last bidding price of RMB6,050,000,000 submitted by one of the bidders for the Land, which was very close to the Consideration; (iii) the current property market conditions in Pukou District of Nanjing, which showed a strong demand for residential properties and the gross sales price was up to RMB32,000 per square meter; (iv) the strategic location of the Land; (v) the Land’s average floor area price of approximately RMB11,000 per square meter, given that the residential portion is nearly half of the development on the Land, is comparable with the prices of land plots that only comprised of residential development in the surrounding area auctioned recently ranging from RMB19,000 per square meter to RMB21,000 per square meter; and (vi) the development potential of the Land as the Land is located in close proximity to the CBD area of Jiangbei District（江北區）of Nanjing, which population and commercial activities

–8– LETTER FROM THE BOARD is on a growing trend. In view of the factors above, the Directors consider that the Consideration is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The aggregate costs relating to the Acquisition is expected to be approximately RMB6,330,970,000, comprising the Consideration and related tax, administration and transitional costs. The aggregate costs relating to the Acquisition will be funded by the Joint Bidders on a pro-rata basis according to their Relevant Proportions. Accordingly, the total contribution by the Group is expected to be approximately RMB3,165,485,000, which is expected to be satisfied by internal resources of the Group such as cash and cash equivalents.

6. THE PROJECT COMPANY

Pursuant to the requirements from the Nanjing Resources and Planning Bureau, the Joint Bidders jointly established the Project Company on 2 June 2021. The Project Company was established for the purpose of the Acquisition and the development of residential buildings, offices, and commercial properties on the Land for sale. As of the Latest Practicable Date, the equity interest of the Project Company is owned as to 50% and 50% by Chongqing Zeyue and Yongjia Wanxin, respectively. Pursuant to the definitive joint venture agreement entered into between Chongqing Zeyue and Yongjia Wanxin on 21 July 2021, (a) the aggregate costs relating to the Acquisition (which is expected to be approximately RMB6,330,970,000) will be funded by the security deposit for the Auction directly paid by the Joint Bidders, the registered capital of the Project Company contributed by the Joint Bidders in proportion to their respective shareholding interests in the Project Company and the shareholders’ loans to the Project Company provided by the Joint Bidders in proportion to their respective shareholding interests in the Project Company; (b) the construction costs for developing the Land(whichisexpectedtobenotmorethan RMB4,598,710,000) will be funded by external borrowings to be obtained by the Project Company from independent financial institutions and/or funds from property sales of the Project Company; (c) in the event that additional working capital is required by the Project Company, it may be funded by capital injections and/or shareholders’ loans to the Project Company provided by the Joint Bidders in proportion to their respective shareholding interests in the Project Company and if any guarantee(s) are required for the obtaining of the Project Company’s external borrowings, the Joint Bidders will provide such guarantee for the relevant amount in proportion to their respective shareholding interests in the Project Company on a several basis; (d) the profits of the Project Company will be attributable to the shareholders of the Project Company in proportion to their respective shareholding interests in the Project Company; (e) without the parties’ unanimous consent, the nature or scope of the Project Company’s business may not be changed and the Project Company may not enter into any transactions which are not on an arm’s length basis; (f) the board of directors of the Project Company will comprise of 5 directors, of which 3 directors and 2 directors will be nominated by Chongqing Zeyue and Yongjia Wanxin, respectively; and (g) despite their shareholding interests in the Project Company, Chonqing Zeyue and Yongjia Wanxin will be entitled to 70% and 30% of the voting rights, respectively, at the shareholders’ meeting(s) of the Project Company. Therefore, Chongqing Zeyue will have

–9– LETTER FROM THE BOARD control over the Project Company and it will be an indirect non-wholly owned subsidiary of the Company, and the financial results, assets and liability of the Project Company will be consolidated into the accounts of the Group.

Yongjia Wanxin is an indirect subsidiary of New Hope Group (新希望集團), which is a renowned property developer in the PRC with a reputable brand and has previous experience in property development in Nanjing, the PRC. The Acquisition is the Group’s first land acquisition for property development in Nanjing, the PRC and through the cooperation with New Hope Group via the Project Company, the parties will be able to leverage on their branding and expertise to create synergies for the development and sale of properties on the Land.

7. THE DEVELOPMENT PLAN OF THE LAND

It is expected that the Land will be developed into residential buildings, offices and commercial properties (such as shopping mall, commercial and underground facilities). The earliest time for commencement of construction on the Land is expected to be around the fourth quarter of 2021, the earliest time for completionofconstructionisexpectedtobe around the fourth quarter of 2023 and the earliest time for pre-sale of properties is expected to be around the fourth quarter of 2021. The construction costs for developing the Land are estimated to be not more than RMB4,598,710,000, which do not form part of the aggregate costs of the Acquisition and are expected to be funded by external borrowings to be obtained by the Project Company with independent financial institutions and/or funds from property sales of the Project Company. As at the Latest Practicable Date, the Project Company has not yet commenced negotiation with the independent financial institutions for the external borrowings and the terms and conditions of the financial arrangements have yet to be determined, and therefore, on this basis, no guarantees from the shareholders of the Project Company are required as at the Latest Practicable Date. The Project Company will, in accordance with the practical market conditions, make adjustment to the actual arrangements of the construction and development of the Land.

8. REASONSFORANDBENEFITSOFTHEACQUISITION

The Land is strategically located in Pukou District of Nanjing, the PRC, which is within close proximity to the CBD area of Jiangbei District (江北區)ofNanjingand midway point among the CBD area of Jiangbei District (江北區) of Nanjing, the Nanjing Jiangbei New Area Industrial Technology Research and Innovation Park (南京江北新區產業技術研創園) and the centre of the old Pukou area, and there is strong demand for high quality residential properties in the area. The Group plans to develop residential properties on a total site area on the Land of approximately 116,000 square meters and office and commercial properties on a total site area on the Land of approximately 96,000 square meters, which has a high inflow of residents and access to the local transport network. The earliest time for commencement of construction on the Land is expected to be around the fourth quarter of 2021, the earliest time for completionofconstructionisexpectedtobe around the fourth quarter of 2023 and the earliest time for pre-sale of properties is expected to be around the fourth quarter of 2021. In view of the location and the designated use of the Land as disclosed above, it is expected to achieve high investment value after

–10– LETTER FROM THE BOARD completion of the development of the Land, and thus generate stable and satisfactory revenue and profit to the Group. The Acquisition will allow the Group to increase its exposure and opportunities in Nanjing. The Directors consider that the Acquisition is in line with the business development strategy and planning of the Group.

The Directors consider the Acquisition is in the Group’s ordinary and usual course of business and the Acquisition is in the interests of the Company and the Shareholders as a whole, and the terms thereof are on normal commercial terms, which are fair and reasonable.

9. INFORMATION ON THE PARTIES

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 and Hong Kong.

The Project Company is a limited liability company incorporated in the PRC, which equity interest is held as to 50% and 50% by Chongqing Zeyue and Yongjia Wanxin respectively. The Project Company was established for the purpose of the investment and development of the Land.

Chongqing Zeyue is a company incorporated in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company. It is principally engaged in property development and investment in the PRC.

Yongjia Wanxin is a limited liability company incorporated in the PRC and is principally engaged in property development in the PRC. To the best of the Director’s knowledge, information and belief, as at the date of this circular, the ultimate beneficial owner of Yongjia Wanxin, Mr. Liu Yong Hao* (劉永好), has an aggregate indirect effective interest in Yongjia Wanxin of approximately 62.62% and the remaining direct and indirect shareholding interests are held by a diverse shareholder base.

The Nanjing Resources and Planning Bureau is a PRC governmental authority and the seller of the Land.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Yongjia Wanxin and Nanjing Resources and Planning Bureau and their respective ultimate beneficial owners are Independent Third Parties.

10. FINANCIAL EFFECTS OF THE ACQUISITION

As the Group is expected to finance its contribution to the Consideration using its internal resources, the total investment properties and inventories of the Group will increase by approximately RMB6,330,970,000 and the net cash position will decrease by approximately RMB3,165,485,000 accordingly, and the remaining portion of the Consideration and taxes and related expenses will be contributed by Yongjia Wanxin based on its Relevant Proportion. As such, the total assets and the total liabilities of the

–11– LETTER FROM THE BOARD

Group will not have any material change as a result of the Acquisition. Given that the Land is yet to be developed, it is expected that the Acquisition will not have any immediate material impact on the earnings of the Group.

11. LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Acquisition exceeds 25% but are all less than 100%, the transaction contemplated under the Acquisition constitutes a major transaction for the Company. As the Group’s principal businesses include property development, the Company is regarded as a ‘‘Qualified Issuer’’ and the Acquisition involves an acquisition of governmental land(s) from a PRC Governmental Body through auction governed by the PRC law and thus is regarded as a ‘‘Qualified Property Acquisition’’ under Rule 14.04(10B) and (10C) of the Listing Rules. In addition, prior to the Auction, the Joint Bidders have, on arm’s length basis, mutually agreed (a) to jointly bid for the land use rights of the Land in accordance with the requirements of the Auction; (b) to jointly establish a project company in accordance with the Relevant Proportions, for investing in the Land and development of properties on the Land for sale; (c) to jointly fund the Acquisition and development of the Land in accordance with the Relevant Proportions, by direct payment by the Joint Bidders and/or through the Project Company by way of contribution(s) to the project company’s registered capital and/or provision of shareholders’ loans to the project company and/or provision of guarantee in connection with the external borrowings obtained by the project company, where required; (d) the project company’s profits from the development of the Land will be attributable to the Joint Bidders in accordance with the Relevant Proportions; (e) that Chongqing Zeyue will have control over the project company by virtue of its right to nominate a majority of the directors for the project company’s board of directors and/or its entitlement to majority of the voting rights at the project company’s shareholders’ meeting; and (f) that without the parties’ unanimous consent, the nature or scope of the project company’s business may not be changed and the project company may not enter into any transactions which are not on an arm’s length basis. The Board considers that such joint venture arrangement is on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole. The aforementioned joint venture arrangement, together with other terms and conditions relating to the operation and management of the project company as further negotiated by the Joint Bidders, have been reflected in the definitive joint venture agreement entered into between the Joint Bidders on 21 July 2021. As such, the Acquisition fulfills the requirements under Rule 14.33A(2) of the Listing Rules and thus is subject to reporting and announcement requirements but is exempt from shareholders’ approval requirements pursuant to Rule 14.33A of the Listing Rules.

–12– LETTER FROM THE BOARD

12. ADDITIONAL INFORMATION

The Directors believe that the terms of the Confirmation Letter, the Land Use Rights Grant Contract and the transaction contemplated thereunder are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. None of the Directors have any material interest in the Confirmation Letter and the Land Use Rights Grant Contract.

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

By order of the Board JoyCityPropertyLimited You Wei Chairman

–13– APPENDIX I FINANCIAL INFORMATION OF THE GROUP

1. CONSOLIDATED FINANCIAL STATEMENTS

Details of the financial information of the Group for each of the financial years ended 31 December 2020, 31 December 2019 and 31 December 2018 are disclosed in the following documents which have been published on both the website of the Stock Exchange (http://www.hkex.com.hk) and the website of the Company (http://www.joy-cityproperty.com):

. annual report of the Group for the year ended ended 31 December 2020 published on 22 April 2021 (pages 140 to 279) (available on: https://www1.hkexnews.hk/ listedco/listconews/sehk/2021/0422/2021042200785.pdf);

. annual report of the Group for the year ended 31 December 2019 published on 22 April 2020 (pages 141 to 295) (available on: https://www1.hkexnews.hk/listedco/ listconews/sehk/2020/0422/2020042200475.pdf); and

. annual report of the Group for the year ended 31 December 2018 published on 23 April 2019 (pages 135 to 287) (available on: https://www1.hkexnews.hk/listedco/ listconews/sehk/2019/0423/ltn20190423590.pdf).

2. INDEBTEDNESS STATEMENT

Borrowings

The Group’s indebtedness as at 31 May 2021, being the latest practicable date for the purpose of determining the indebtedness of the Group prior to the printing of this circular is summarised as follows:

(i) Bank borrowings

RMB’000

— Short term bank loans, secured and guaranteed 83,896 — Short term bank loans, secured and unguaranteed 622,956 — Short term bank loans, unsecured and guaranteed 140,000 — Short term bank loans, unsecured and unguaranteed 4,265,663 — Long term bank loans, secured and guaranteed 2,928,528 — Long term bank loans, secured and unguaranteed 7,682,455 — Long term bank loans, unsecured and guaranteed 5,348,532 — Long term bank loans, unsecured and unguaranteed 574,301

21,646,331

(ii) Loans from fellow subsidiaries

As at 31 May 2021, the Group had outstanding unsecured loans from fellow subsidiaries of approximately RMB2,151 million, which were unsecured and unguaranteed.

–I-1– APPENDIX I FINANCIAL INFORMATION OF THE GROUP

(iii) Loan from a non-controlling interest

As at 31 May 2021, the Group had outstanding loan from a non-controlling shareholder of a subsidiary of approximately RMB634 million, which was unsecured and unguaranteed.

(iv) Loan from third parties

As at 31 May 2021, the Group had outstanding loan from third parties of approximately RMB5,437 million, which was unsecured and guaranteed.

(v) Bonds Payable

As at 31 May 2021, the Group had a total amount of outstanding bonds payable of RMB3,853 million, which was unsecured and unguaranteed.

As at the close of business on 31 May 2021, the Group had a total amount of authorised but unissued bonds of RMB2,500 million.

(vi) Amounts due to non-controlling interests

As at 31 May 2021, the Group had outstanding amount due to non-controlling shareholders of a subsidiary of approximately RMB1,119 million, which was unsecured and unguaranteed.

(vii)Amount due to an associate

As at 31 May 2021, the Group had outstanding amount due to an associate of approximately RMB202 million, which was unsecured and unguaranteed.

(viii)Loans from a joint venture

As at 31 May 2021, the Group had outstanding loans from a joint venture of approximately RMB787 million, which were unsecured and unguaranteed.

Charges

As at 31 May 2021, the Group’s secured bank borrowings were secured by certain of the Group’s investment properties, property, plant and equipment, properties under development for sales, right-of-use assets (leased land), and accounts receivable.

–I-2– APPENDIX I FINANCIAL INFORMATION OF THE GROUP

Lease liabilities

As at 31 May 2021, the Group, as a lessee, had lease liabilities of carrying amounts of RMB263 million, which were unsecured and unguaranteed.

Contingent liabilities or guarantees

The Group has certain non-compliance incidents which are relating to the failure to comply with certain terms and conditions of the relevant construction works planning permits in respect of the project. The Group may be subject to a fine of up to 10% of the construction cost of the non-compliant structure or the excess area (as the case may be), demolishment of the relevant property and confiscation of any illegal revenue.

The construction costs of Chaoyang Joy City amounted to RMB3,366 million, including the cost for the non-compliant structure of RMB42 million. The non- compliant structure has been occupied as office and has not generated any revenue, and accordingly, the Directors believe that these would not be illegal revenue subject to confiscation. Chaoyang Joy City generated revenue since the year 2010 and it has not received any notification from the relevant authorities with respect to the non- compliant structure since the commencement of operation. The aggregate revenue of the shopping mall of Chaoyang Joy City since it generated revenue up to 31 May 2021 amounted to RMB5,615 million.

The construction costs of Shenyang Joy City amounted to RMB1,914 million, including an estimated cost for the excess area of RMB81 million. The excess area has been utilised as passageways for commercial use and has generated only a small percentage of the aggregate revenue of Shenyang Joy City. Shenyang Joy City generated revenue since the year 2009 and it has not received any notification from the relevant authorities with respect to the excess area since the commencement of operation, and accordingly, the Directors believe that the likelihood for the confiscation of any illegal revenue is low, and any action taken by the authorities will have minimal impact on the income and performance of Shenyang Joy City. The aggregate revenue of Shenyang Joy City since it generated revenue up to 31 May 2021 amounted to RMB2,662 million.

Based on the reasons and circumstances of these non-compliances and the PRC legal advice, the management of the Group considers that the risk of the above losses is remote, and accordingly, no provision has been made. In addition, COFCO Corporation, the ultimate holding company of the Company, has undertaken to indemnify the Company against all penalties, losses and expenses in connection with the above non-compliances.

As at 31 May 2021, the Group had provided guarantees to certain banks relating to mortgage facilities arranged for certain buyers of properties developed by the Group and the outstanding mortgage loans under these guarantees amounted to RMB4,566 million.

–I-3– APPENDIX I FINANCIAL INFORMATION OF THE GROUP

As at 31 May 2021, the Group had provided guarantees to an associate relating to a bank loan and the guarantee was amounted to RMB540 million. In addition, an indirect wholly-owned subsidiary of the Company and the direct shareholder of the associate, also entered into a share pledge of its 30% equity interest in the associate in favor of the bank.

General

Save as aforesaid and apart from intra-group liabilities, the Group did not have any debt securities, issued and outstanding, and authorized or otherwise created but unissued, any other outstanding loan capital, any other borrowings or indebtedness in the nature of borrowing including bank overdrafts and liabilities under acceptance (other than normal trade bills) or similar indebtedness, debentures, mortgages, charges, loans, acceptance credits, hire purchase commitments, guarantees or other material contingent liabilities as at 31 May 2021.

3. WORKING CAPITAL

The Directors are satisfied after due and careful consideration and taking into account the present internal financial resources available to the Group, the banking facilities presently available and the effect of the Acquisition, the Group will have sufficient working capital for its present requirements for at least twelve months from the date of this circular.

4. MATERIAL ADVERSE CHANGE

The Directors confirm that, 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 2020, being the date to which the latest audited consolidated financial statements of the Group were made up.

5. FINANCIAL AND TRADING PROSPECTS

As disclosed in annual report 2020 of the Company, gross revenue of the Group amounted to approximately RMB14,109,832,000 for the year ended 31 December 2020, representing an increase of approximately 36.5% compared to approximately RMB10,337,768,000 for the year ended 31 December 2019. Gross profit and net profit of the Group amounted to approximately RMB5,457,565,000 and approximately RMB2,169,092,000 respectively for the year ended 31 December 2020, representing a decrease of approximately 5.0% and 18.7% respectively compared to approximately RMB5,746,632,000 and approximately RMB2,668,499,000, respectively, for the year ended 31 December 2019. Total assets and total equity amounted to approximately RMB124,167,334,000 and approximately RMB53,594,893,000, respectively, as at 31 December 2020, representing an increase of approximately 11.9% and 7.5%, respectively, compared to approximately RMB110,977,370,000 and approximately RMB49,837,893,000, respectively, as at 31 December 2019.

–I-4– APPENDIX I FINANCIAL INFORMATION OF THE GROUP

The Group’s liquidity remained on a healthy level and financial resources were also reasonably distributed. As at 31 December 2020, the Group’s cash and bank balances, pledged deposits and restricted bank deposits totalled RMB16,242,582,000. The majority of the Group’s cash and bank balances, pledged deposits and restricted bank deposits are deposited with creditworthy banks with no recent history of default. As at 31 December 2020, the Group’s net gearing ratio was 34.7%, based on the division of net debt by total equity.

Save and except for the transactions already disclosed in announcements and circulars of the Company prior to the Latest Practicable Date and acquisitions, disposals and investments in joint ventures by the Group in its ordinary course of business which have not materialized into and/or constituted discloseable inside information of the Company as at the Latest Practicable Date, the Company did not have any intention, negotiation, agreement, arrangement and understanding (concluded or otherwise) about (i) the acquisition of any new business; (ii) any disposal, scaling-down and/or termination of its existing business and/or major operating assets; and (iii) the injection of any new business to the Group.

–I-5– APPENDIX II GENERAL INFORMATION

1. 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 Company. 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.

2. DISCLOSURE OF INTEREST BY DIRECTORS

A. 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)whichare(i)requiredtobenotifiedtotheCompanyandtheStockExchange 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); (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 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 Company/name issued ordinary percentage of Name of Directors/ of associated shares held the issued share chief executive corporations Capacity (Note 1) capital

Mr. CAO Ronggen The Company Beneficiary of a trust 1,668,726 0.01% (Note 2) The Company Beneficiary owner 2,188,764 0.02% (Note 2) Mr. LAM Kin Ming, The Company Beneficial owner 6,000 0.00% (Note 2) Lawrence Mr. CHAN Fan Shing The Company Beneficial owner 136,758 0.00% (Note 2)

Notes:

1. Long positions in the shares of the Company or its associated corporations, other than equity derivatives such as share options, warrants or convertible bonds.

2. The percentage (rounded to 2 decimal places) was calculated based on the total number of ordinary shares of the Company in issue as at the Latest Practicable Date, i.e. 14,231,124,858 ordinary shares.

–II-1– APPENDIX II GENERAL INFORMATION

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.

As at the Latest Practicable Date, (i) Mr. You Wei is the chairman of the board of Grandjoy Holdings Group; (ii) Mr. Cao Ronggen is a director and general manager of Grandjoy Holdings Group; (iii) Mr. Ma Dewei is an employee of COFCO Corporation and a director of Grandjoy Holdings Group; (iv) Mr. Liu Yun is an employee of COFCO Corporation and a director of Grandjoy Holdings Group; and (v) Mr. Zhu Laibin is an employee of COFCO Corporation and a director of both Grandjoy Holdings Group and COFCO Sugar Holdings Co., Ltd. (a company listed on the Shanghai Stock Exchange (Stock Code: 600737)).

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company was a director or employee of a company which has an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

–II-2– APPENDIX II GENERAL INFORMATION

B. 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 issued share capital Name of substantial shareholders Class of shares shares held (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) Grandjoy Holdings Group Ordinary shares 9,133,667,644 (L) 64.18% Achieve Bloom Limited Ordinary shares 367,692,000 (L) 2.58% (‘‘Achieve Bloom’’) CPS 1,095,300,778 (L) 100% GIC Private Limited Ordinary shares 1,135,920,000 (L) 7.98% (Note 4) Citigroup Inc. Ordinary 1,074,982,763 (L) 7.55% 8,000 (S) 0.00% 1,074,928,763 (P) 7.55%

Notes:

1. The percentages (rounded to 2 decimal places) of the ordinary shares were calculated based on the total number of ordinary shares in issue as at the Latest Practicable Date, i.e. 14,231,124,858 ordinary shares, and assuming that 1,095,300,778 CPS were not fully converted into 1,095,300,778 ordinary shares.

The percentages of CPS were calculated based on 1,095,300,778 CPS in issue as at the Latest Practicable Date.

2. Vibrant Oak, through its non-wholly owned subsidiary, Grandjoy Holdings Group, was deemed to be interested in 9,133,667,644 ordinary shares as at the Latest Practicable Date.

COFCO (HK), through its wholly-owned subsidiaries, Achieve Bloom and Vibrant Oak, and through its non-wholly owned subsidiary, Grandjoy Holdings Group, was deemed to be interested in 9,501,359,644 ordinary shares as at the Latest Practicable Date.

–II-3– APPENDIX II GENERAL INFORMATION

COFCO Corporation, through its wholly-owned subsidiary, COFCO (HK), was deemed to be interested in 9,501,359,644 ordinary shares as at the Latest Practicable Date.

3. COFCO (HK), through its wholly-owned subsidiary, Achieve Bloom, was deemed to be interested in 1,095,300,778 CPS as at the 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 the Latest Practicable Date.

4. GIC Private Limited held 1,135,920,000 ordinary shares as investment manager as at the Latest Practicable Date.

L. Indicates a long position.

S. Indicates a short position.

P. Indicates a lending pool.

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.

3. 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)).

4. 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 2020, 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.

5. MATERIAL CONTRACTS

The Group has entered into the following contracts (not being contracts entered into in the ordinary course of business) within the two years preceding the date of this circular which is or may be material:

–II-4– APPENDIX II GENERAL INFORMATION

(a) the framework agreement entered into between the Company, Spring Wisdom Limited (a wholly-owned subsidiary of the Company), Gain Success Limited (a wholly-owned subsidiary of the Company), Shanghai Gaoxing Property Limited (a wholly-owned subsidiary of the Company), Grand Favour Limited (a wholly- owned subsidiary of the Company), Bright Motion Limited (a wholly-owned subsidiary of the Company) and Garbo Commercial Property Fund L.P. (a limited partnership which the Group holds approximately 36.36% of the limited partnership interests) on 30 August 2019 in relation to (i) the transfer of the entire issued share capital in Spring Wisdom Limited by the Company to Grand Favour Limited and in consideration, Grand Favour Limited shall issue one share of US$1 to the Company; (ii) Grand Favour Limited shall transfer the entire issued share capital in Spring Wisdom Limited to Bright Motion Limited and in consideration, Bright Motion Limited shall issue one share of US$1 to Grand Favour Limited; and (iii) Bright Motion Limited shall transfer the entire issued share capital in Spring Wisdom Limited to Garbo Commercial Property Fund L.P. and in consideration, Spring Wisdom Limited will repay the due but outstanding related party’s loan, accrued loan interest and certain receivables in the amount of approximately RMB1.432 billion owed to the Company and/or its related parties;

(b) the framework agreement entered into between the Company, Glorious Run Limited (a wholly-owned subsidiary of the Company), Mark Creative Limited (a wholly-owned subsidiary of the Company), Xi’an Qin Han Tang International Plaza Management Company Limited (a subsidiary of the Company), Grand Favour Limited (a wholly-owned subsidiary of the Company), Bright Motion Limited (a wholly-owned subsidiary of the Company) and Garbo Commercial Property Fund L.P. (a limited partnership which the Group holds approximately 36.36% of the limited partnership interests) on 30 August 2019 in relation to (i) the transfer of the entire issued share capital in Glorious Run Limited by the Company to Grand Favour Limited and in consideration, Grand Favour Limited shall issue one share of US$1 to the Company as consideration; (ii) the transfer of the entire issued share capital in Glorious Run Limited by Grand Favour Limited to Bright Motion Limited and in consideration, Bright Motion Limited shall issue one share of US$1 to Grand Favour Limited; and (iii) the transfer of the entire issued share capital in Glorious Run Limited by Bright Motion Limited to Garbo Commercial Property Fund L.P. and in consideration, Mark Creative Limited and Glorious Run Limited will repay the due but outstanding related party’s loan, accrued loan interest and certain receivables in the amount of approximately RMB668.6 million owed to the Company and/or its related parties; and

(c) the acquisition agreement dated 11 June 2020 entered into by Shanghai Top Glory Real Estate Development Co., Ltd. (an indirect wholly-owned subsidiary of the Company) and COFCO Property Investment (Beijing) Co., Ltd. (a connected person of the Company), in connection to the acquisition of 50.1% equity interest in Suzhou City Xiang Zhi Yue Property Development Co., Ltd. at a consideration of RMB577,794,100.

–II-5– APPENDIX II GENERAL INFORMATION

6. LITIGATION AND CLAIMS

At as the Latest Practicable Date, the Group was not engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against the Group.

7. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their respective associates had any interest in a business which competed or might compete with the business of the Group, or had or might have any other conflicts of interest with the Group pursuant to Rule 8.10 of the Listing Rules.

8. GENERAL

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

The company secretary of the Company is Ms. Ng Chi Man (Associate of The Chartered Governance Institute and Associate of The Hong Kong Chartered Governance Institute).

The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and its principal place of business in Hong Kong is at 33/F., COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong. The transfer office of the Company is Tricor Progressive Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the place of business of the Company in Hong Kong unless (i) a tropic cyclone warning signal number 8 or above is hoisted, or (ii) a black rainstorm warning signal is issued, except public holidays, for a period of 14 days from the date of this circular:

(a) the articles of association of the Company;

(b) the letter from the Board, the text of which is set out in the section headed ‘‘Letter from the Board’’ in this circular;

(d) a copy of each of the material contracts referred to in the paragraph headed ‘‘Material Contracts’’ in this appendix;

(e) the circular of the Company dated 25 January 2021; and

(f) this circular.

–II-6– APPENDIX II GENERAL INFORMATION

10. MISCELLANEOUS

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

–II-7–