Discloseable and connected transaction in relation to the formation of investment fund

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青 建 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

The Board is pleased to announce that on 16 May 2017 (after trading hours), CNQC Asset Management entered into the Limited Partnership Agreement with Great Wall International Investment, Guotsing Asset Management, Initial LP and General Partner in relation to the formation of the Fund. CNQC Asset Management also entered into the Subscription Agreement in relation to the capital commitment of CNQC Asset Management to the Fund. Pursuant to the Limited Partnership Agreement and the Subscription Agreement, the Group has conditionally agreed to commit a cash contribution of US$90 million (equivalent to approximately HK$700.8 million) to the Fund, representing approximately 32.14% of the Committed Fund Size. The purpose of the Fund is primarily to subscribe, hold and invest in shares allotted by the Target Company.

As one or more of the applicable percentage ratios in respect of the Transaction is more than 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 under Chapter 14 of the Listing Rules.

Guotsing Asset Management is an indirect wholly-owned subsidiary of Guotsing Holding, a controlling Shareholder. Guotsing Asset Management is therefore a connected person of the Company by virtue of being an associate of Guotsing Holding. As one or more of the applicable percentage ratios in respect of the Transaction is more than 5%, the Transaction is subject to the reporting, announcement and independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Company expects that a circular containing, among other things, (i) further details of the Transaction; (ii) the recommendation of the Independent Board Committee to the independent Shareholders regarding the Transaction; (iii) the advice from the Independent Financial Adviser to the Independent Board Committee and the independent Shareholders regarding the Transaction; and (iv) the notice of the EGM and forms of proxy, will be dispatched to the Shareholders on or before 7 June 2017.

The Board is pleased to announce that on 16 May 2017 (after trading hours), CNQC Asset Management entered into the Limited Partnership Agreement with Great Wall International Investment, Guotsing Asset Management, Initial LP and General Partner in relation to the formation of the Fund. CNQC Asset Management also entered into the Subscription Agreement in relation to the capital commitment of CNQC Asset Management to the Fund. Pursuant to the Limited Partnership Agreement and the Subscription Agreement, the Group has conditionally agreed to commit a cash contribution of US$90 million (equivalent to approximately HK$700.8 million) to the Fund, representing approximately 32.14% of the Committed Fund Size.

The principal terms of the Limited Partnership Agreement are set out below:

16 May 2017 (after trading hours)

1. CNQC Asset Management;

2. Guotsing Asset Management;

3. Great Wall International Investment;

4. General Partner; and

5. Initial LP.

The purpose of the Fund is primarily to subscribe, hold and invest in shares allotted by the Target Company.

The Fund was established on 12 April 2017 by an initial exempted limited partnership agreement entered into between General Partner and Initial LP. Pursuant to the Limited Partnership Agreement, Initial LP shall withdraw as a limited partner of the Fund while CNQC Asset Management, Guotsing Asset Management and Great Wall International Investment shall be admitted as Limited Partners on the first date on which the General Partner, on behalf of the Funds, accepts the relevant subscription agreements (including the Subscription Agreement) upon the conditions (if any) set forth in the relevant subscription agreements being satisfied or waived by the relevant Partners (the "Initial Closing Date").

Subject to winding up or dissolution of the Fund pursuant to the Limited Partnership Agreement, the Fund shall continue until the expiry of five (5) years from the Initial Closing Date, provided that the term may be extended by General Partner at its sole discretion for any longer period.

The Committed Fund Size shall be US$280 million ( equivalent to approximately HK$2,180.4million). The commitment of the General Partner shall be US$1.00. The respective commitment of the Limited Partners are set out as follows:

Each Limited Partner shall contribute capital to the Fund upon notice from the General Partner at such time as the General Partner shall deem appropriate, as specified therein. The notice shall specify the amount of such capital to be made by the respective Limited Partner and the time at which such capital to be made, which time shall not be earlier than 12:00 p.m. (PRC time) on the tenth (10th) Business Day after the giving of such notice.

Each of the Limited Partners shall contribute capital to the Fund proportionally in accordance with their respective commitment, among which the capital commitment of Great Wall International Investment shall consist of: (i) the first capital commitment in the amount of US$27,700,000 (the "First Round Commitment"); and (ii) the subsequent capital commitment in the amount of no more than US$156,300,000 (the "Second Round Commitment").

The capital commitment to be made by the Company to the Fund was determined upon arm's length negotiation among the parties under the Limited Partnership Agreement with reference to the anticipated capital requirements of the Fund and such capital commitment will be funded by internal resources and paid in cash.

The General Partner may, in its discretion, determine to retain and use all or any portion of a Partner's share of Investment Proceeds to pay all or part of any Capital Contribution that is required to be made by such Partner pursuant to the terms under the Limited Partnership Agreement.