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. CIFI Holdings (Group) Co. Ltd. 旭輝控股（集團）有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 00884) DISCLOSEABLE AND CONNECTED TRANSACTIONS FORMATION OF JOINT VENTURES IN RELATION TO RESIDENTIAL DEVELOPMENT PROJECTS IN SUZHOU, THE PRC On 30 June 2017, the Group entered into the Luzhi Equity Cooperation Agreement and the Xukou Equity Cooperation Agreement with Henderson China (and its subsidiaries). LUZHI EQUITY COOPERATION AGREEMENT Pursuant to the Luzhi Equity Cooperation Agreement, the Company (through its subsidiary Suzhou Huizhe) and Henderson China will establish the Luzhi Project Company. Suzhou Huizhe succeeded in the bidding of the Luzhi Site located at the north side of Luzhi Road and the west side of Beigang River Road, Luzhi Town, Wuzhong District, Suzhou, Jiangsu Province, the PRC (中國江蘇省蘇州市吳中區甪直大道北側、北港江路西側) with a total planned gross floor area of 42,863.7 sq.m. for the land cost of RMB545,703,123. Upon completion of the Luzhi Equity Cooperation Agreement, the Luzhi Project Company will be owned as to 51% by Suzhou Huizhe and 49% by Henderson China, and will undertake the development of the Luzhi Site. The average land cost of Luzhi Site is approximately RMB12,731 per sq.m. The Group’s total investment amount in its attributable interest for the Luzhi Site (including land cost, expected further commitment of construction, other development costs, interest and selling expenses) is estimated to be RMB465 million. – 1 – XUKOU EQUITY COOPERATION AGREEMENT Pursuant to the Xukou Equity Cooperation Agreement, the Company (through its subsidiary Xu Yao) will subscribe for and acquire 49% interest in the equity and shareholders’ loan of Heshan for a total consideration of HK$806,024,463.16. Henshan succeeded in bidding of the Xukou Site situated in Xukou Town, Wuzhong District, Suzhou, Jiangsu Province, the PRC (中國江蘇省蘇州市吳中區胥口鎮) with a total planned gross floor area of 121,279.5 sq.m. for the land cost of RMB1,442,322,666. Upon completion of the Xukou Equity Cooperation Agreement, Heshan will become a joint venture owned as to 49% by the Group and 51% by Henderson China and will hold the Xuwu Project Company for the development of the Xukou Site. The average land cost of the Xukou Site to the Group as implied by the terms of the Xukou Equity Cooperation is approximately RMB11,893 per sq.m. The Group’s total investment amount in its attributable interest for the Xukou Site (including land cost, expected further commitment of construction, other development costs, interest and selling expenses) is estimated to be RMB1,130 million. LISTING RULES IMPLICATIONS As at the date of this announcement, Henderson China owns 50% interest in Xu An, a subsidiary of the Company, which does not fall within the ambit of insignificant subsidiary under Rule 14A.09(1) of the Listing Rules. Accordingly, Henderson China is a connected person of the Company at its subsidiary level. The Luzhi Equity Cooperation Agreement and the Xukou Equity Cooperation Agreement therefore constitute connected transactions of the Company under Chapter 14A of the Listing Rules. The Board has approved the Luzhi Equity Cooperation Agreement and the Xukou Equity Cooperation Agreement. None of the Directors have any material interest in such transactions and as such no Directors have abstained from voting on the resolutions of the Board approving such transactions. The Directors (including the independent non-executive Directors) are of the view that the Luzhi Equity Cooperation Agreement and the Xukou Equity Cooperation Agreement were entered into on normal commercial terms, and their respective terms and conditions are fair and reasonable and in the ordinary and usual course of business of the Company and such transactions are in the interests of the Company and the Shareholders as a whole. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Xukou Equity Cooperation Agreement are above 5% but all are less than 25%, the Xukou Equity Cooperation Agreement constitutes a discloseable and connected transaction for the Company. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Luzhi Equity Cooperation Agreement are above 1% but all are less than 5%, the Luzhi Equity Cooperation Agreement constitutes a connected transaction for the Company. As Henderson China is a connected person of the Company only because of its connection with the Company’s subsidiary, namely Xu An, the Xukou Equity Cooperation Agreement and the Luzhi Equity Corporation Agreement are only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. The transactions under the Xukou Equity Cooperation Agreement, even if aggregated with that under the Luzhi Equity Cooperation Agreement, are still classified as discloseable transaction which are subject to notification and announcement requirements under Chapter 14 of the Listing Rules. – 2 – FORMATION OF JOINT VENTURES (1) LUZHI EQUITY COOPERATION AGREEMENT Date: 30 June 2017 Parties: (i) Henderson China (ii) the Company, as guarantor to Suzhou Huizhe (iii) CIFI (PRC), being a wholly-owned subsidiary of the Company (iv) Suzhou Huizhe, being a wholly-owned subsidiary of the Company Subject matter: Suzhou Huizhe is a wholly-owned subsidiary of CIFI (PRC) which is in turn a wholly-owned subsidiary of the Company. Suzhou Huizhe succeeded in the bidding of the Luzhi Site offered for sale by Suzhou Municipal Bureau of National Land and Resource (蘇 州市國土資源局) on 12 June 2017. Suzhou Huizhe and Henderson China (or its designated subsidiary) will then submit the application to relevant PRC authority for the establishment of the Luzhi Project Company which is intended to be owned by Suzhou Huizhe and Henderson China (or its designated subsidiary) as to 51% and 49% respectively for the development of the Luzhi Site. Information of the Luzhi Site Site location: Located at the north side of Luzhi Road and the west side of Beigang River Road, Luzhi Town, Wuzhong District, Suzhou, Jiangsu Province, the PRC (中國江蘇省蘇州市 吳中區甪直鎮甪直大道北側、北港江路西側) Site area: 28,575.8 sq.m. Planned gross floor area: 42,863.7 sq.m. Term of land use rights: 70 years for residential Land premium: Land cost of RMB545,703,123 (comprising land premium and related government charges), of which RMB105,000,000 has been already paid by Suzhou Huizhe as deposit while the remaining will be paid after the Land Use Rights Grant Contract is signed. The average land cost is approximately RMB12,731 per sq.m. – 3 – Total capital commitment The Group’s total investment amount in its attributable payable by the Group: interest for the Luzhi Site (including land cost, expected further commitment of construction, other development costs, interest and selling expenses) is estimated to be RMB465 million. The capital commitment amount was determined after arm’s length negotiation between the parties with reference to the land premium payable for the Luzhi Site and the development plan and related cost of the Luzhi Site. The capital contribution will be financed by internal resources of the Group. Joint venture arrangement in respect of the Luzhi Project Company Upon completion of the formation of the Luzhi Project Company, Luzhi Project Company will be beneficially owned as to 51% by Suzhou Huizhe and 49% by Henderson China (or its designated subsidiary). Subject to approval progress of relevant PRC authority, the development costs of the Luzhi Site shall be funded by shareholders’ loans and/or external bank financing as deemed suitable by the management and the board of directors of Luzhi Project Company. Composition of the board of directors of the Luzhi Project Company The board of directors of the Luzhi Project Company will comprise 5 directors, 3 of whom will be nominated by the Group and the remaining 2 of whom will be nominated by Henderson China. The Luzhi Project Company will also has 2 supervisors and each of the Group and Henderson China has right to nominate one supervisor. According to the Luzhi Equity Cooperation Agreement, unanimous consent of the directors is required for major decision relating to the development of the Luzhi Site and operation of the Luzhi Project Company, including but not limited to change in development plan and budget and financing arrangement. (2) XUKOU EQUITY COOPERATION AGREEMENT Date: 30 June 2017 Parties: (i) Henderson China, as guarantor to Westar (ii) the Company, as guarantor to Xu Yao (iii) Westar, being a wholly-owned subsidiary of Henderson China (iv) Xu Yao, being a wholly-owned subsidiary of the Company (v) Henshan – 4 – Subject matter: As at the date of this announcement, Westar wholly owns one share in Henshan, being the entire issued share capital of Henshan. Westar is in turn wholly owned by Henderson China. Henshan currently owes Westar the Henshan Shareholder’s Loan for the total sum of HK$1,644,947,784. Henshan succeeded in the bidding of the Xukou Site offered for sale by Suzhou Municipal Bureau of National Land and Resource (蘇州市國土資源局) on 16 February 2017 and entered into the Land Use Rights Grant Contract on 21 March 2017. Henshan has established the Xuwu Project Company in the PRC with the registered capital of US$213 million for the development of the Xukou Site.