PDF《CHINA EVERGRANDE GROUP 中 国恒大 集团》

14 of the Listing Rules, the Third Round Capital Increase constitutes a deemed disposal of the Company. As the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Third Round Capital Increase is more than 5% but less than 25%, the Third Round Capital Increase constitutes a discloseable transaction for the Company. As Mr. Hui Ka Yan, the controlling shareholder and a connected person of the Company, may replace Kailong Real Estate to repurchase the investment of the Investors under the terms of the Third Round Investment Agreements, the Third Round Capital Increase will constitute a connected transaction for the Company. The Third Round Capital Increase will be subject to the reporting, announcement and Independent Shareholders'

approval requirements in accordance with Chapter 14A of the Listing Rules. The Independent Board Committee comprising all the independent non-executive Directors has been established by the Company to advise the Independent Shareholders on the terms of the repurchase provisions under the Third Round Capital Increase. Gram Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, further details about the Third Round Capital Increase, the recommendation from the Independent Board Committee on the Third Round Capital Increase, a letter of advice from Gram Capital to the Independent Board Committee and the Independent Shareholders in respect of the repurchase provisions under the Third Round Capital Increase, and the notice convening the extraordinary general meeting to approve the Third Round Capital Increase will be despatched to the Shareholders on or before

8 November 2017. C

2 C The extraordinary general meeting of the Company for approving the Third Round Capital Increase is expected to be held at Salon 5, JW Ballroom, 3/F, JW Marriott Hotel Hong Kong, Pacific Place,

88 Queensway, Hong Kong on Thursday,

23 November

2017 at 10:00 a.m. For determining the entitlement to attend and vote at the extraordinary general meeting, the register of members of the Company will be closed from Monday,

20 November

2017 to Thursday,

23 November 2017, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the extraordinary general meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company'

s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops

1712 C 1716, 17th Floor, Hopewell Centre,

183 Queen'

s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Friday,

17 November 2017. INTRODUCTION Reference is made to the disclosures of the Company in relation to the First Round Capital Increase and the Second Round Capital Increase. Save as otherwise amended as disclosed in this announcement, all other previous disclosures by the Company in relation to the First Round Capital Increase and the Second Round Capital Increase remain unchanged. THE THIRD ROUND CAPITAL INCREASE (1) Shandong Highway Group Investment Agreement Date

6 November

2017 Parties to Shandong Highway Group Investment Agreement (1) Kailong Real Estate;

(2) Hengda Real Estate;

(3) Mr. Hui Ka Yan;

and (4) 山东高速投资控股有限公司 (Shandong Highway Investment Group Co., Ltd.), 山东高速地产 集团有限公司 (Shandong Highway Property Group Co., Ltd.) and 济南畅赢金程股权投资合 夥企业(有限合夥) (Jinan Changying Jincheng Equity Investment LLP) (together with 山东铁 路发展基金有限公司 (Shandong Railway Development Fund Co., Ltd.), an investor in the First Round Capital Increase, the '