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.