(I) major and connected transactions - acquisition of capable kingdom limited and disposal of wholly express limited; and (ii) possible connected transaction and continuing connected transactions

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . .

39

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . .

41

APPENDIX I

-

FINANCIAL INFORMATION OF THE GROUP. . . . . . . . . . . . .

I-1

APPENDIX II

-

ACCOUNTANTS' REPORT OF CK GROUP . . . . . . . . . . . . . . .

II-1

APPENDIX III

-

UNAUDITED PRO FORMA FINANCIAL INFORMATION

OF THE ENLARGED GROUP . . . . . . . . . . . . . . . . . . . . . . . .

III-1

APPENDIX IV

-

MANAGEMENT DISCUSSION AND ANALYSIS OF

CK GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

IV-1

APPENDIX V

-

PROPERTY VALUATION REPORT OF CK PROPERTIES. . . .

V-1

APPENDIX VI

-

PROPERTY VALUATION REPORT OF WE PROPERTIES . . .

VI-1

APPENDIX VII -

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

VII-1

NOTICE OF EGM .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EGM-1

"2018 Circular"

circular of the Company dated 20 July 2018 in respect of

the very substantial acquisition and connected transaction

in relation to the acquisition of the entire issued share

capital of Wise Expert Investment Limited

"Acquisition"

the acquisition of CK Shares as contemplated under the

Agreement

"Agreement"

the conditional sale and purchase agreement dated 16 July

2019 entered into between the Company and the Vendors in

relation to the Acquisition and the Disposal

"Announcement"

the announcement of the Company dated 16 July 2019,

among other things, in relation to the Acquisition and the

Disposal

"associate(s)"

has the same meaning as ascribed thereto under the Listing

Rules

"Beijing Guolong"

Beijing Guolong Real Estate Company Limited* (北京國隆

置業有限公司), a company established in the PRC with

limited liability

"Beijing Xinrui"

Beijing Xinrui Microfinance Company Limited* (北京鑫銳

小額貸款有限公司), a company established in the PRC

with limited liability

"Board"

the board of Directors

"Business Day(s)"

any day(s) except Saturday, Sunday or other day on which

licensed banks in Hong Kong are open for business

throughout their normal business hours

"CK Group"

collectively, CKL, CK HK Subsidiary, CK PRC Subsidiary

A and CK PRC Subsidiary B

DEFINITIONS

"CK HK Subsidiary"

Capable Point International Limited (凱朋國際有限公司), a

company incorporated in Hong Kong with limited liability

"CK PRC Subsidiary A"

Beijing Kaipeng Business Management Co., Ltd.* (北京凱

朋商業管理有限公司), a company established in the PRC

with limited liability

"CK PRC Subsidiary B"

Beijing Kaipeng Technology Development Co., Ltd.* (北京

凱朋科技發展有限公司), a company established in the PRC

with limited liability

"CK Properties"

the properties held by CK PRC Subsidiary B located at

Building No.2 of Kingdom Guorui, No.1 Ronghua South

Road, Beijing Economic Technological Development Area,

Beijing, the PRC* (中國北京經濟技術開發區榮華南路1號

院2號樓)

"CK Shares"

50,000 shares of CKL, being all issued shares of CKL held

by the Vendors

"CKL"

Capable Kingdom Limited, a company incorporated in the

British Virgin Islands with limited liability

"Company"

GR Properties Limited, a company incorporated in Hong

Kong with limited liability, the issued Shares of which are

listed on Main Board of the Stock Exchange (stock code:

108)

"Completion"

completion of the Acquisition pursuant to the terms and

conditions of the Agreement

"Completion Date"

the last calendar day of the month in which the conditions

precedent set out under the paragraph headed "Conditions

precedent" in this circular are fulfilled or waived (as the

case may be), which must be at least three Business Days

following the fulfillment or waiver (as the case maybe) of

the Conditions Precedent (or such other date as the Vendors

and the Company may agree in writing)

DEFINITIONS

"connected person(s)"

has the same meaning ascribed thereto under the Listing

Rules

"Director(s)"

the directors of the Company

"Disposal"

the disposal of WE Shares as contemplated under the

Agreement

"EGM"

an extraordinary general meeting of the Company to be

convened for the purpose to consider and, if thought fit,

approve the Agreement, the Acquisition, the Disposal and

the transactions contemplated thereunder

"Enlarged Group"

the Group including CK Group and excluding WE Group

upon Completion

"General Partner"

Qianhai Yucheng (Shenzhen) Equity Investment Fund

Management Co., Ltd.* (前海宇城（深圳）股權投資基金

管理有限公司), a company established in the PRC with

limited liability, which is ultimately held by Mr. Sun and

Ms. Li Chang (both of which are connected persons to the

Company) as to 9% and 91%, respectively

"Group"

the Company and its subsidiaries

"Guolong Loan Agreement"

the loan agreement dated 26 June 2018 entered into

between CK PRC Subsidiary A and Beijing Guolong in

respect of the loan in the principal sum of RMB50 million

granted by Beijing Guolong to CK PRC Subsidiary A

"Guorui Hotel"

Beijing Guorui Hotel Management Co., Ltd.* (北京國銳酒

店管理有限公司), a company established in the PRC with

limited liability and a wholly-owned subsidiary of the

Company

"Guorui Hotel Tenancy

the tenancy agreement dated 31 December 2017 (as

Agreement I"

terminated by the termination agreement dated 10 July

2019) entered into between Guorui Hotel and WE PRC

Subsidiary B