China Evergrande : MAJOR TRANSACTION

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CHINA EVERGRANDE GROUP

中 國 恒 大 集 團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3333)

MAJOR TRANSACTION

On 30 December 2016, Kailong Real Estate and Hengda Real Estate, both wholly-owned subsidiaries of the Company, entered into the Investment Agreements with the Investors, pursuant to which, the Investors have agreed to subscribe for new capital in Hengda Real Estate for an aggregate amount of RMB30 billion, in return of an aggregate of approximately 13.16% of the enlarged equity interest of Hengda Real Estate.

Hengda Real Estate is an indirect wholly-owned subsidiary of the Company which is principally engaged in the residential property development and management business. Upon completion of the Capital Increase, Hengda Real Estate will be held as to approximately 86.84% by Kailong Real Estate, and will remain as a subsidiary of the Group.

The Capital Increase constitutes a deemed disposal of the Company under Chapter 14 of the Listing Rules. As the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Capital Increase is more than 25% but less than 75%, the Capital Increase constitutes a major transaction for the Company and is subject to the reporting, announcement and shareholders' approval requirements under Chapter 14 of the Listing Rules. As no shareholder is interested in the transaction and is required to abstain from voting at the general meeting convened for the approval of the Capital Increase, the Company has approved the Capital Increase by the written approval of Xin Xin, a shareholder holding approximately 68.45% of the issued share capital of the Company as at the date of this announcement, pursuant to Rule 14.44 of the Listing Rules and is exempted from the requirement to convene a shareholders' meeting for the approval of the Capital Increase.

As the Company expects that it will require more than 15 business days to collate the information to be included in the circular, including the indebtedness statement of the Company, the Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules and delay the despatch of the circular to on or before 28 February 2017.

INTRODUCTION

Reference is made to the announcement of the Company dated 3 October 2016 in relation to the Proposed Reorganisation where it was disclosed that Hengda Real Estate may introduce strategic investment by way of private placing. Since the commencement of the work on the introduction of strategic investors, the Company has received immense interests from the market and the Company has decided to select the investors referred to in this announcement as the first batch of investors. On 30 December 2016, Kailong Real Estate and Hengda Real Estate, both wholly-owned subsidiaries of the Company, entered into the Investment Agreements with the Investors, pursuant to which, the Investors have agreed to contribute an aggregate of RMB30 billion to the capital of Hengda Real Estate.

THE CAPITAL INCREASE

(1) The CITIC Juheng Investment Agreement

Date

30 December 2016

Parties to the CITIC Juheng Investment Agreement

1. Kailong Real Estate;

2. Hengda Real Estate; and

3. 中信聚恒(深圳)投資控股中心(有限合夥) (CITIC Juheng (Shenzhen) Investment Holdings LLP).

CITIC Juheng is a limited liability partnership established in the PRC. Its general partner is a subsidiary company of 中信信託有限責任公司 (CITIC Trust Co., Ltd.) and is principally engage

in investment in industrial enterprises, project investment, investment consulting, venture capital investment and related services. To the best knowledge of the Directors, having made all reasonable enquiries, CITIC Juheng and its ultimate beneficial owners are independent of and not connected with the Company or its connected persons.

Amount of capital to be contributed under the CITIC Juheng Investment Agreement

Pursuant to the terms of the CITIC Juheng Investment Agreement, CITIC Juheng will subscribe for new capital in Hengda Real Estate for RMB5,000,000,000, representing approximately 2.19% of the enlarged equity interest of Hengda Real Estate upon completion of the Capital Increase.

(2) The Guangtian Investment Agreement

Date

30 December 2016

Parties to the Guangtian Investment Agreement

1. Kailong Real Estate;

2. Hengda Real Estate; and

3. 廣田投資有限公司 (Guangtian Investment Co., Ltd.).

Guangtian is a company incorporated in the PRC. It is a subsidiary 廣田控股集團有限公司 (Guangtian Holdings Co., Ltd.) and is principally engage in assets management, private equity and venture capital investment business. To the best knowledge of the Directors, having made all reasonable enquiries, Guangtian and its ultimate beneficial owners are independent of and not connected with the Company or its connected persons.

Amount of capital to be contributed under the Guangtian Investment Agreement

Pursuant to the terms of the Guangtian Investment Agreement, Guangtian will subscribe for new capital in Hengda Real Estate for RMB5,000,000,000, representing approximately 2.19% of the enlarged equity interest of Hengda Real Estate upon completion of the Capital Increase.

(3) The Huajian Investment Agreement

Date

30 December 2016

Parties to the Huajian Investment Agreement

1. Kailong Real Estate;

2. Hengda Real Estate; and

3. 深圳市華建控股有限公司 (Shenzhen Huajian Holdings Co., Ltd.).

Huajian is a company incorporated in the PRC. It is a subsidiary of 華超置業控股有限公司 (Huachao Property Holdings Co., Ltd.) and is principally engage in the business of investment in industrial enterprises, and investments in industrial, agricultural, energy, transportation and tourism projects. To the best knowledge of the Directors, having made all reasonable enquiries, Huajian and its ultimate beneficial owners are independent of and not connected with the Company or its connected persons.

Amount of capital to be contributed under the Huajian Investment Agreement

Pursuant to the terms of the Huajian Investment Agreement, Huajian will subscribe for new capital in Hengda Real Estate for RMB5,000,000,000, representing approximately 2.19% of the enlarged equity interest of Hengda Real Estate upon completion of the Capital Increase.

1. The Zhongrong Investment Agreement

   Date

   30 December 2016

   Parties to the Zhongrong Investment Agreement

2. Kailong Real Estate;

3. Hengda Real Estate; and

4. 深圳市中融鼎興投資合夥企業（有限合夥）(Shenzhen Zhongrong Dingxing Investment LLP).

Zhongrong Dingxing Investment is a limited liability partnership established in the PRC. Its general partner is a subsidiary company of 中融國際信託有限公司 (Zhongrong International Trust

Co., Ltd.) and is principally engage in investment in industrial enterprises, equity investment and investment consulting business. To the best knowledge of the Directors, having made all reasonable enquiries, Zhongrong Dingxing Investment and its ultimate beneficial owners are independent of and not connected with the Company or its connected persons.

Amount of capital to be contributed under the Zhongrong Investment Agreement

Pursuant to the terms of the Zhongrong Investment Agreement, Zhongrong Dingxing Investment will contribute RMB3,000,000,000 to the capital of Hengda Real Estate, representing approximately 1.32% of the enlarged equity interest of Hengda Real Estate upon completion of the Capital Increase.

5. The Shandong Highway Investment Agreement

Date

30 December 2016

Parties to the Shandong Highway Investment Agreement

1. Kailong Real Estate;

2. Hengda Real Estate; and