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 arising from or in reliance upon the whole or any part of the contents of this announcement. SUBSEQUENT DEVELOPMENT OF MAJOR TRANSACTION AND DISCLOSEABLE TRANSACTION DISPOSAL OF EQUITY INTERESTS IN AND RECEIVABLES FROM THE CREDITOR’S RIGHTS OF SIX SUBSIDIARIES HOLDING PROPERTY INTERESTS IN THE NANJING PROJECT Reference is made to (1) the announcement of the Company dated 19 September 2010 in relation to the Company’s acquisition of the Nanjing Project by way of public auction through the Project Company, which was indirectly held as to 98.52% by the Company through its wholly-owned subsidiary MCC Real Estate; (2) the announcement of the Company dated 29 May 2014 and the circular dated 29 August 2014 in relation to the Project Company’s proposed disposal of, among others, equity interests in and receivables from the creditor’s rights of Sanjiaozhou Real Estate and Kuanyu Real Estate by way of public listing-for-sale; and (3) the announcement of the Company dated 29 May 2015 in relation to the Project Company’s proposed disposal of equity interests in and receivables from the creditor’s rights of Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate by way of public listing-for-sale. – 1 – The Board is pleased to announce that the Project Company has entered into six Equity Transfer Agreements with Lifang Property, an independent third party, on 12 August 2015, pursuant to which the Project Company will transfer its 100% equity interests in and the relevant receivables from the creditor’s rights of the above- mentioned six subsidiaries, namely Sanjiaozhou Real Estate, Kuanyu Real Estate, Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate, to Lifang Property for a total consideration of RMB4,513.6093 million. Such six subsidiaries to be transferred hold certain land parcels of the Nanjing Project. The Equity Transfer Agreements shall become effective upon the fulfillment of the conditions precedent stipulated therein. The terms of the Equity Transfer Agreements are substantially the same, except for the information on the subsidiaries involved therein and the consideration receivable in relation to the disposal of such subsidiaries. SUBSEQUENT DEVELOPMENT OF MAJOR TRANSACTION The disposal of the 100% equity interests in Sanjiaozhou Real Estate and Kuanyu Real Estate and the relevant receivables from the creditor’s rights (i.e. the Disposal of Two Subsidiaries) forms part of the major transaction disclosed in the announcement of the Company dated 29 May 2014 and the circular dated 29 August 2014. The Company hereby provides updates on the subsequent development of the Disposal of Two Subsidiaries pursuant to the above-mentioned announcement and circular. DISCLOSEABLE TRANSACTION As the highest applicable percentage ratio of the disposal of the 100% equity interests in and the relevant receivables from the creditor’s rights of Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate (i.e. the Disposal of Four Subsidiaries) exceeds 5% but less than 25%, the Disposal of Four Subsidiaries constitutes a discloseable transaction of the Company, and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. – 2 – I. SUMMARY OF TRANSACTION Reference is made to (1) the announcement of the Company dated 19 September 2010 in relation to the Company’s acquisition of the Nanjing Project by way of public auction through the Project Company, which was indirectly held as to 98.52% by the Company through its wholly-owned subsidiary MCC Real Estate; (2) the announcement of the Company dated 29 May 2014 and the circular dated 29 August 2014 in relation to the Project Company’s proposed disposal of, among others, equity interests in and receivables from the creditor’s rights of Sanjiaozhou Real Estate and Kuanyu Real Estate by way of public listing-for- sale; and (3) the announcement of the Company dated 29 May 2015 in relation to the Project Company’s proposed disposal of equity interests in and receivables from the creditor’s rights of Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate by way of public listing-for- sale. The Board is pleased to announce that the Project Company has entered into six Equity Transfer Agreements with Lifang Property, an independent third party, on 12 August 2015, pursuant to which the Project Company will transfer its 100% equity interests in and the relevant receivables from the creditor’s rights of the above-mentioned six subsidiaries, namely Sanjiaozhou Real Estate, Kuanyu Real Estate, Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate, to Lifang Property for a total consideration of RMB4,513.6093 million. Such six subsidiaries to be transferred hold certain land parcels of the Nanjing Project. The Equity Transfer Agreements shall become effective upon the fulfillment of the conditions precedent stipulated therein. The terms of the Equity Transfer Agreements are substantially the same, except for the information on the subsidiaries involved therein and the consideration receivable in relation to the disposal of such subsidiaries. II. SIGNING DATE OF THE EQUITY TRANSFER AGREEMENTS 12 August 2015. III. PARTIES TO THE EQUITY TRANSFER AGREEMENTS (1) Project Company (as the seller of the equity interests and receivables) (2) Lifang Property (as the purchaser) To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Lifang Property and its beneficial owners are third parties independent of the Company and its connected persons. – 3 – IV. DISPOSAL Lifang Property agreed to purchase and the Project Company agreed to transfer its 100% equity interests in the six subsidiaries (namely Sanjiaozhou Real Estate, Kuanyu Real Estate, Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate) and all receivables from the creditor’s rights of those companies. Upon completion of the Transaction, the six companies mentioned above will cease to be the subsidiaries of the Company. V. GENERAL INFORMATION ON THE SUBSIDIARIES TO BE TRANSFERRED 1. Sanjiaozhou Real Estate Sanjiaozhou Real Estate was established on 13 February 2014 with a registered capital of RMB20 million, and it is engaged in the real estate development and operation, corporate management, property management, hotel management, real estate broker and commercial housing sales agency. Its major assets are parcels 09-10 and 09-11 for development, which are located to the east of Jiangbian Road, Gulou District, Nanjing City, spanning from North Zhongshan Road in the south, Shiqiao Street in the north, Huimin Avenue in the west and South Rehe Road in the east, with a total area of 15,234.36 square meters. They are planned to be used for business and office purposes with a planned gross floor area of 90,566.94 square meters. Pursuant to the appraisal results from the Jiangsu branch of Zhonghe Appraisal Co., Ltd., as at 27 April 2015, the book value of the net assets of Sanjiaozhou Real Estate was RMB20.0144 million, and the book value of the receivables from Sanjiaozhou Real Estate to the Project Company was RMB613.9727 million. The appraised value of Sanjiaozhou Real Estate was RMB998.2906 million, including the appraised value of the 100% equity interest amounting to RMB384.3178 million, and the appraised value of the receivables from Sanjiaozhou Real Estate to the Project Company amounting to RMB613.9727 million. According to the audit results of the Jiangsu branch of Lixin Zhonglian CPAs LLP (立信中聯會計師事務所(特殊普通合夥)江蘇分所), the net profit before taxation of Sanjiaozhou Real Estate in 2014 amounted to RMB19,300, the net profit after taxation amounted to RMB14,400, and the loss from 1 January 2015 to 27 April 2015 amounted to RMB15. – 4 – 2. Kuanyu Real Estate Kuanyu Real Estate was established on 13 February 2014 with a registered capital of RMB20 million, and it is engaged in the real estate development and operation, corporate management, property management, hotel management, real estate broker and commercial housing sales agency. Its major assets are parcels 07-04 for development, which are located to the east of Jiangbian Road, Gulou District, Nanjing City, spanning from Tie Lu Geng in the south, Longjiang Street in the north, Central Avenue in the west and Huimin Avenue in the east, with a total area of 18,481.6 square meters. They are planned to be used for business and financial purposes with a planned gross floor area of 64,685.6 square meters. Pursuant to the appraisal results from the Jiangsu branch of Zhonghe Appraisal Co., Ltd., as at 27 April 2015, the book value of the net assets of Kuanyu Real Estate was RMB20.0150 million, and the book value of the receivables from Kuanyu Real Estate to the Project Company was RMB432.8029 million. The appraised value of Kuanyu Real Estate was RMB679.4987 million, including the appraised value of the 100% equity interest amounting to RMB246.6958 million, and the appraised value of the receivables from Kuanyu Real Estate to the Project Company amounting to RMB432.8029 million. According to the audit results of the Jiangsu branch of Lixin Zhonglian CPAs LLP (立信中聯會計師事務所（特殊普通合夥）江蘇分所), the net profit before taxation of Kuanyu Real Estate in 2014 amounted to RMB20,000, the net profit after taxation amounted to RMB15,000, and the loss from 1 January 2015 to 27 April 2015 amounted to RMB14. 3. Ximalaya Real Estate Ximalaya Real Estate was established on 22 May 2014 with a registered capital of RMB20 million, and it is engaged in the real estate development and operation, business operation and management, property management, hotel operation and management, shop leasing and commercial housing sales.