(A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 2868)

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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.

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2868)

(1) COMPLETION OF THE ACQUISITION OF EQUITY INTERESTS IN DONGHUAN XINRONG; (2) EXTENSION OF LONG STOP DATE IN RELATION TO THE ACQUISITIONS OF EQUITY INTERESTS IN CHONGQING RUNZHI AND SHENYANG HAOHUA; AND (3) CONTINUING CONNECTED TRANSACTIONS Reference is made to the Circular of the Company dated 29 June 2016 in relation to, among other things, the Acquisitions, and the announcement of the Company dated 31 October 2016 in relation to the extension of long stop date of certain Acquisitions. Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular. COMPLETION OF THE ACQUISITION OF EQUITY INTERESTS IN DONGHUAN XINRONG The Board is pleased to announce that all the conditions precedent under the Donghuan Equity Transfer Agreement have been fulfilled and the acquisition of equity interests in Donghuan Xinrong have been completed (the “Completion”). Upon Completion, Donghuan Xinrong became a wholly-owned subsidiary of the Company and its shareholders’ loans are owed to the Group. EXTENSION OF LONG STOP DATE IN RELATION TO ACQUISITIONS OF EQUITY INTERESTS IN CHONGQING RUNZHI AND SHENYANG HAOHUA As additional time is required for the fulfillment of certain completion requirements under the Chongqing Equity Transfer Agreement and the Shenyang Equity Transfer Agreement, the respective parties under such agreements have agreed in writing to extend the relevant date by which the respective completion requirements shall be fulfilled or waived (as the case may be) from 31 January 2017 to 30 June 2017, or such later date as the respective parties may agree in writing.

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CONTINUING CONNECTED TRANSACTIONS Upon Completion, Donghuan Xinrong became a wholly-owned subsidiary of the Company and therefore, continuing transactions between Donghuan Xinrong and Capital Group and its associate and/or subsidiaries became continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Prior to Completion, Donghuan Xinrong had entered into the Lease Agreements with the Tenants, which are connected persons of the Company, and therefore the transactions contemplated thereunder constitute continuing connected transactions of the Company under the Listing Rules after Completion. Listing Rules implications As at the date of this announcement, the Tenants are associate and/or subsidiaries of Capital Group, the controlling shareholder of the Company, and therefore are connected persons of the Company pursuant to the Listing Rules. Accordingly, the transactions between Donghuan Xinrong, a wholly-owned subsidiary of the Company upon Completion, and the Tenants as contemplated under the Lease Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules after Completion. As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the transaction contemplated under the Lease Agreements on an aggregate basis are less than 5%, the transactions contemplated thereunder are only subject to the announcement, reporting and annual review requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Reference is made to the Circular of the Company dated 29 June 2016 in relation to, among other things, the Acquisitions, and the announcement of the Company dated 31 October 2016 in relation to the extension of long stop date of certain Acquisitions. COMPLETION OF ACQUISITION OF EQUITY INTERESTS IN DONGHUAN XINRONG The Board is pleased to announce that all the conditions precedent under the Donghuan Equity Transfer Agreement have been fulfilled and the acquisitions of equity interests in Donghuan Xinrong have been completed (the “Completion”). Upon Completion, Donghuan Xinrong became a wholly-owned subsidiary of the Company and its shareholders’ loans are owed to the Group.

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EXTENSION OF LONG STOP DATE IN RELATION TO ACQUISITIONS OF EQUITY INTERESTS IN CHONGQING RUNZHI AND SHENYANG HAOHUA As additional time is required for the fulfillment of certain completion requirements under the Chongqing Equity Transfer Agreement and the Shenyang Equity Transfer Agreement, the respective parties under such agreements have agreed in writing to extend the relevant date by which the respective completion requirements shall be fulfilled or waived (as the case may be) from 31 January 2017 to 30 June 2017, or such later date as the respective parties may agree in writing. Save for the above, all other terms of the Chongqing Equity Transfer Agreement and Shenyang Equity Transfer Agreement shall remain unchanged and continue in full force and effect. CONTINUING CONNECTED TRANSACTIONS Upon Completion, Donghuan Xinrong became a wholly-owned subsidiary of the Company and therefore, continuing transactions between Donghuan Xinrong and Capital Group and its associate and/or subsidiaries became continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Prior to Completion, Donghuan Xinrong had entered into the Lease Agreements with the Tenants, which are connected persons of the Company, and therefore the transactions contemplated thereunder constitute continuing connected transactions of the Company under the Listing Rules after Completion. The principal terms of the Lease Agreements are set out below: (a)

Capital Financial Asset Lease Agreement

Date 2 February 2015 Parties (i)

Donghuan Xinrong (as the lessor); and

(ii)

Capital Financial Asset (as the tenant).

Leased premises Property leased by Donghuan Xinrong to Capital Financial Asset Flats 303-305 of Capital Building* (首創大廈)

Total GFA sq.m.

Effective period of the lease agreement

1,362.62

5 December 2014 to 4 December 2017

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Usage

Monthly rent payable under the lease agreement (RMB)

office

397,885

Payment of rent The monthly rent receivable by Donghuan Xinrong includes property management fees of RMB24/month/sq.m., but is exclusive of water and electricity fees and other charges. The rent for the leased premises shall be payable quarterly. Capital Financial Asset shall also be responsible for the water and electricity fees and other charges in relation to the leased premises. Renewal of the lease agreement The Capital Financial Asset Lease Agreement may be renewed by notice in writing from Capital Financial Asset no later than 90 days prior to the expiration of the lease term on terms to be agreed between the parties based on the prevailing market conditions and in compliance with the Listing Rules. (b)

Capital Group Trading Lease Agreement

Date 17 March 2015 Parties (i)

Donghuan Xinrong (as the lessor); and

(ii)

Capital Group Trading (as the tenant).

Leased premises Property leased by Donghuan Xinrong to Capital Group Trading Flat 807 of Capital Building* (首創大廈)

Total GFA sq.m.

Effective period of the lease agreement

203.27

6 March 2015 to 5 March 2017

Usage

Monthly rent payable under the lease agreement (RMB)

office

53,172

Payment of rent The monthly rent receivable by Donghuan Xinrong includes property management fees of RMB24/month/sq.m., but is exclusive of water and electricity fees and other charges. The rent for the leased premises shall be payable monthly. Capital Group Trading shall also be responsible for the water and electricity fees and other charges in relation to the leased premises.

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Renewal of the lease agreement The Capital Group Trading Lease Agreement may be renewed by notice in writing from Capital Group Trading no later than 90 days prior to the expiration of the lease term on terms to be agreed between the parties based on the prevailing market conditions and in compliance with the Listing Rules. (c)

Capital China Lease Agreement

Date 26 February 2015 Parties (i)

Donghuan Xinrong (as the lessor); and

(ii)

Capital China/Beijing Capital Investment (as the tenant).

Leased premises Property leased by Donghuan Xinrong to Capital China Flat 911 of Capital Building* (首創大廈)

Total GFA sq.m.

Effective period of the lease agreement

159.20

1 April 2015 to 31 March 2017

Usage

Monthly rent payable under the lease agreement (RMB)

office

38,739

Payment of rent The monthly rent receivable by Donghuan Xinrong includes property management fees of RMB24/month/sq.m., but is exclusive of water and electricity fees and other charges. The rent for the leased premises shall be payable monthly. Capital China/Beijing Capital Investment shall also be responsible for the water and electricity fees and other charges in relation to the leased premises. Renewal of the lease agreement The Capital China Lease Agreement may be renewed by notice in writing from Beijing Capital Investment no later than 90 days prior to the expiration of the lease term on terms to be agreed between the parties based on the prevailing market conditions and in compliance with the Listing Rules.

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(d)

Beijing Capital Asset Lease Agreement

Date 9 September 2015 Parties (i)

Donghuan Xinrong (as the lessor); and

(ii)

Beijing Capital Asset (as the tenant).

Leased premises Property leased by Donghuan Xinrong to Beijing Capital Asset Flats 603-605 of Capital Building* (首創大廈)

Total GFA sq.m.

Effective period of the lease agreement

604.16

10 September 2015 to 9 September 2017

Usage

Monthly rent payable under the lease agreement (RMB)

office

143,337

Payment of rent The monthly rent receivable by Donghuan Xinrong includes property management fees of RMB24/month/sq.m., but is exclusive of water and electricity fees and other charges. The rent for the leased premises shall be payable monthly. Beijing Capital Asset shall also be responsible for the water and electricity fees and other charges in relation to the leased premises. Renewal of the lease agreement The Beijing Capital Asset Lease Agreement may be renewed by notice in writing from Beijing Capital Asset no later than 90 days prior to the expiration of the lease term on terms to be agreed between the parties based on the prevailing market conditions and in compliance with the Listing Rules. (e)

Beijing Capital Dahe Lease Agreement

Date 1 March 2016 Parties (i)

Donghuan Xinrong (as the lessor); and

(ii)

Beijing Capital Dahe (as the tenant).

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Leased premises Property leased by Donghuan Xinrong to Beijing Capital Dahe Flats 818-819 of Capital Building* (首創大廈)

Total GFA sq.m.

Effective period of the lease agreement

308.63

1 March 2016 to 28 February 2019

Usage

Monthly rent payable under the lease agreement (RMB)

office

91,997

Payment of rent The total annual rent receivable by Donghuan Xinrong includes property management fees of RMB24/month/sq.m., but is exclusive of water and electricity fees and other charges. The rent for the leased premises shall be payable quarterly. Beijing Capital Dahe shall also be responsible for the water and electricity fees and other charges in relation to the leased premises. Renewal of the lease agreement The Beijing Capital Dahe Lease Agreement may be renewed by notice in writing from Beijing Capital Dahe no later than 90 days prior to the expiration of the lease term on terms to be agreed between the parties based on the prevailing market conditions and in compliance with the Listing Rules. (f)

Beijing Capital New Town Lease Agreement

Date 10 March 2016 Parties (i)

Donghuan Xinrong (as the lessor); and

(ii)

Beijing Capital New Town (as the tenant).

Leased premises Property leased by Donghuan Xinrong to Beijing Capital New Town Flat 910 of Capital Building* (首創大廈)

Total GFA sq.m.

Effective period of the lease agreement

253.06

15 March 2016 to 14 March 2017

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Usage

Monthly rent payable under the lease agreement (RMB)

office

69,275

Payment of rent The monthly rent receivable by Donghuan Xinrong includes property management fees of RMB24/month/sq.m., but is exclusive of water and electricity fees and other charges. The rent for the leased premises shall be payable monthly. Beijing Capital New Town shall also be responsible for the water and electricity fees and other charges in relation to the leased premises. Renewal of the lease agreement The Beijing Capital New Town Lease Agreement may be renewed by notice in writing from Beijing Capital New Town no later than 90 days prior to the expiration of the lease term on terms to be agreed between the parties based on the prevailing market conditions and in compliance with the Listing Rules. Proposed annual caps and basis The aggregate rent and management fees related to the leased premises paid by the Tenants to Donghuan Xinrong for the three years ended 31 December 2014, 2015 and 2016, and the annual caps for the transactions under the Lease Agreements are set out as follows: Historical transaction amounts (including the rents and property management fees) between the Tenants and Donghuan Xinrong (financial year): 31 December 2014 31 December 2015 31 December 2016

RMB

2,722,573 8,028,787 9,339,434

The Board estimated that the annual caps for the leases under the Lease Agreements for the three financial years ending 31 December 2017, 31 December 2018 and 31 December 2019 shall be RMB10,274,000, RMB11,301,400 and RMB12,431,540, respectively. The above annual caps have been determined on arm’s length basis taking into account (a) the rent and management fees payable by the Tenants to Donghuan Xinrong for the three financial years ended 31 December 2014, 2015 and 2016 pursuant to the Lease Agreements; (b) the prevailing market rent of comparable properties in the surrounding areas of Capital Building* (首創大廈) based on the Company’s consultation with DTZ Cushman & Wakefield Limited, an independent property valuer; (c) the prevailing market rent of locations within Capital Building* (首創大廈) of the office units and car park spaces comprising the leased premises based on the rent recently negotiated by Donghuan Xinrong at arm’s length basis with independent third party lessees of Capital Building* (首創大廈); (d) potential renewal of the leases under the Lease Agreements based on prevailing market rent taking into account of (b) and (c) above.

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Reasons for and benefits of the continuing connected transactions The above commercial premise, Capital Building* (首創大廈), is currently occupied by the Tenants for self-use as offices. The Company considers that the leasing of the commercial premise by Donghuan Xinrong to the Tenants are conducted in the Group’s ordinary and usual course of business based on the commercial needs of the Group and Capital Group and its subsidiaries. In addition, the Group will obtain stable and sustainable rental income at market rates from the Tenants pursuant to the Leasing Agreements. The Directors (including the independent non-executive Directors) believe that the terms of the continuing connected transactions contemplated under the Lease Agreements are fair and reasonable, are on normal commercial terms or better and in the ordinary and usual course of business of the Group, and are in the interests of the Company and the Shareholders as a whole. The independent non-executive Directors shall, and the Company shall engage it’s external auditors to, conduct annual review of the continuing connected transactions in accordance with the Listing Rules requirements. Save for Mr. Li Songping, Ms. Sun Baojie, Mr. Sun Shaolin, Mr. Su Jian and Mr. Yang Weibin who have abstained from voting on the relevant Board resolution(s), if applicable, for reasons of their directorships or senior management roles in Capital Group, to the best knowledge of the Company and having made all reasonable enquiries, no other Director is required to abstain from voting on the relevant Board resolution(s). Listing Rules implications As at the date of this announcement, the Tenants are associate and/or subsidiaries of Capital Group, the controlling shareholder of the Company, and therefore are connected persons of the Company pursuant to the Listing Rules. Accordingly, the transactions between Donghuan Xinrong, a wholly-owned subsidiary of the Company upon Completion, and the Tenants contemplated under the Lease Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules after Completion. As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the transaction contemplated under the Lease Agreements on an aggregate basis are less than 5%, the transactions contemplated thereunder are only subject to the announcement, reporting and annual review requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

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General information on the parties The Company and the Group The Company is a joint stock company incorporated in the PRC with limited liability, whose H shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 2868). The Group is a large property developer in the PRC, focusing primarily on developing residential properties, outlets-backed integrated properties, urban core integrated complexes and primary land development as its core business lines. Donghuan Xinrong Donghuan Xinrong, a wholly-owned subsidiary of the Company, is a company established in the PRC and is primarily engaged in the property management and leasing of offices in Capital Building* (首創大廈) located at No. 6 Chaoyangmenbei Street, Dongcheng District* in Beijing (北京市東城區朝陽門北大街6號). Capital Financial Asset Capital Financial Asset is a company established in the PRC with limited liability and a subsidiary of Capital Group, and is primarily engaged in internet finance. Capital Group Trading Capital Group Trading is a branch office of Capital Group, and is primarily engaged in trading of chemical products. Capital China Capital China is a company established in the PRC with limited liability and is held as to 40% by Capital Group, and is primarily engaged in financial asset management. Beijing Capital Investment Beijing Capital Investment is a company established in the PRC with limited liability and a subsidiary of Capital Group, and is primarily engaged in investment management. Beijing Capital Asset Beijing Capital Asset is a company established in the PRC with limited liability and a subsidiary of Capital Group, and is primarily engaged in investment and asset management. Beijing Capital Dahe Beijing Capital Dahe is a company established in the PRC with limited liability and a subsidiary of Capital Group, and is primarily engaged in project investment.

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Beijing Capital New Town Beijing Capital New Town is a company established in the PRC with limited liability and a subsidiary of Capital Group, and is primarily engaged in investment and asset management. DEFINITIONS In this announcement, unless the context otherwise requires, the following words and expressions shall have the meaning ascribed to them below: Beijing Capital Asset

Beijing Capital Asset Management Company Limited* (北京 首創資產管理有限公司), a company established in the PRC with limited liability

Beijing Capital Asset Lease Agreement

the lease agreement between Donghuan Xinrong and Beijing Capital Asset dated 9 September 2015 in relation to the property leased by Donghuan Xinrong to Beijing Capital Asset

Beijing Capital Dahe

Beijing Capital Dahe Investment Company Limited* (北京 首創大河投資有限公司), a company established in the PRC with limited liability

Beijing Capital Dahe Lease Agreement

the lease agreement between Donghuan Xinrong and Beijing Capital Dahe dated 1 March 2016 in relation to the property leased by Donghuan Xinrong to Beijing Capital Dahe

Beijing Capital Investment

Beijing Capital Asset Investment and Management Company* (北京首創資本投資管理有限公司), a company established in the PRC with limited liability

Beijing Capital New Town

Beijing Capital New Town Construction Investment Fund Management Company Limited* (北京首創新城鎮建設投資 基金管理有限公司), a company established in the PRC with limited liability

Beijing Capital New the lease agreement between Donghuan Xinrong and Beijing Town Lease Agreement Capital New Town dated 10 March 2016 in relation to the property leased by Donghuan Xinrong to Beijing Capital New Town Capital China

Capital China (Tianjin) Equity Investment Fund Management Limited* (首創華夏(天津)股權投資基金管 理有限公司), a company established in the PRC with limited liability

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Capital China Lease Agreement

the lease agreement between Donghuan Xinrong and Capital China dated 26 February 2015 in relation to the property leased by Donghuan Xinrong to Capital China and its supplemental agreement among Donghuan Xinrong, Capital China and Beijing Capital Investment dated 23 May 2016 in relation to the replacement of Capital China by Beijing Capital Investment as the tenant for the property leased by Donghuan Xinrong for the period from 1 June 2016 to 31 March 2017

Capital Financial Asset

Beijing Capital Financial Asset Exchange Information Service Co., Ltd. (北京首創金融資產交易信息服務股份有 限公司), a company established in the PRC with limited liability

Capital Financial Asset Lease Agreement

the lease agreement between Donghuan Xinrong and Capital Financial Asset dated 2 February 2015 in relation to the property leased by Donghuan Xinrong to Capital Financial Asset

Capital Group Trading

Beijing Capital Group Co., Ltd. Trading Branch* (北京首都 創業集團有限公司貿易分公司), a branch office of Capital Group

Capital Group Trading Lease Agreement

the lease agreement between Donghuan Xinrong and Capital Group Trading dated 17 March 2015 in relation to the property leased by Donghuan Xinrong to Capital Group Trading

connected person(s)

as defined under the Listing Rules

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Lease Agreements

the Beijing Capital Asset Lease Agreement, the Beijing Capital Dahe Lease Agreement, the Beijing Capital New T o w n L e a s e A g r e e m e n t, t h e C a p i t a l C h i n a L e a s e Agreement, the Capital Financial Asset Lease Agreement and the Capital Group Trading Lease Agreement

Tenants

Beijing Capital Asset, Beijing Capital Dahe, Beijing Capital New Town, Capital China, Beijing Capital Investment, Capital Financial Asset and Capital Group Trading

sq.m.

square meter

Certain amounts and percentage figures included in this announcement have been subject to rounding adjustments. Accordingly, figures shown in certain tables may not be an arithmetic aggregate of the figures preceding them. *

The English name is a translation of its Chinese name and is included for identification purposes only. By Order of the Board Beijing Capital Land Ltd. Lee Sze Wai Company Secretary

Hong Kong, 27 January 2017 The Board as of the date of this announcement comprises Mr. Li Songping (Chairman) who is a non-executive director of the Company, Mr. Tang Jun (President) who is the executive director of the Company, Ms. Sun Baojie, Mr. Sun Shaolin, Mr. Su Jian and Mr. Yang Weibin who are the non-executive directors of the Company, and Mr. Wang Hong, Mr. Li Wang and Mr. Wong Yik Chung, John who are the independent nonexecutive directors of the Company.

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