FRANSHION PROPERTIES (CHINA) LIMITED

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1 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. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. FRANSHION PROPERTIES (CHINA) LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 00817) PLACING OF NEW SHARES UNDER GENERAL MANDATE AND RESUMPTION OF TRADING Sole Financial Advisor Placing Agents PLACING OF NEW SHARES On 9 June 2015, the Company and the Placing Agents entered into the Placing Agreement pursuant to which the Placing Agents have agreed on a best effort basis to procure, as agents of the Company, placees to subscribe for up to 1,600,000,000 Shares at the Placing Price of HK$2.73 per Share. The Placing Shares will be placed to New China Life Insurance Company Ltd., GIC Private Limited, Earn Max Enterprises Limited and Dynasty Hill Holdings Limited. The Placing Shares represents: (i) approximately 17.64% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 14.99% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement up to completion of the Placing save for the issue of the Placing Shares and that the Placing Shares are alloted and issued in full). 1

2 The Placing Price of HK$2.73 represents: (i) a discount of approximately 9.90% to the closing price of HK$3.03 per Share as quoted on the Stock Exchange on 8 June 2015 (being the last full trading day prior to the release of this announcement); (ii) a discount of approximately 9.84% to the average closing price of approximately HK$3.028 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including 8 June 2015; and (iii) a discount of approximately 9.69% to the average closing price of approximately HK$3.023 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and include 8 June The net proceeds from the placing of the Placing Shares will be approximately HK$4,350,000,000. The Company intends to use such net proceeds as general working capital of the Group and for potential investments to be identified and to refinance outstanding debt. The Placing Shares are to be issued under the General Mandate granted to the Directors at the 2013 AGM and accordingly the issue of the Placing Shares is not subject to Shareholders approval. Completion of the Placing is conditional upon, inter alia, the Listing Committee granting listing of and permission to deal in the Placing Shares (and such listing and permission not subsequently being revoked prior to completion of the Placing). Completion of the Placing will take place on the Closing Date. Completion of the Placing is subject to the satisfaction of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. RESUMPTION OF TRADING Trading in the Shares of the Company and the debt securities (guaranteed by the Company) issued by Franshion Investment Limited (stock code: 04578) and Franshion Brilliant Limited (stock codes: and 05713), wholly-owned subsidiaries of the Company, has been halted with effect from 9:01 a.m. on 9 June 2015 pending the publication of this announcement by the Company. The Company has applied to the Stock Exchange for the resumption of trading in the Shares and the abovementioned debt securities with effect from 9:00 a.m. on 10 June PLACING AGREEMENT AND THE PLACING Date: 9 June 2015 Parties: (a) (b) The Company; and The Placing Agents. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Placing Agents and their ultimate owners are third parties independent of the Company and its connected persons. 2

3 The Placees The Placing Shares will be placed to New China Life Insurance Company Ltd., GIC Private Limited, Earn Max Enterprises Limited and Dynasty Hill Holdings Limited. New China Life Insurance Company Ltd. ( NCI ) was established in September 1996 as a nationwide life insurance company with leading market share in the life insurance sector. NCI was dual-listed in the Hong Kong Stock Exchange and Shanghai Stock Exchange in December 2011 (stock codes: HK.1336; SH ). Central Huijin Investment Ltd holds 31.34% of its shares as at the date of this announcement. GIC Private Limited ( GIC ) is Singapore s sovereign wealth fund and is a leading global investment firm with well over US$100 billion in assets under management. Established in 1981, the firm manages Singapore s foreign reserves and is uniquely positioned for long-term and flexible investments across a wide range of asset classes, including real estate, private equity, equities and fixed income. GIC has investments in over 40 countries and has been investing in emerging markets for more than two decades. Headquartered in Singapore, GIC employs over 1,200 people across 10 offices in key financial cities worldwide. GIC is one of the most experienced investors in the Chinese real estate sector and has been an active investor in the market for over 10 years. GIC is an existing investor of the Company through holding 272,137,210 Shares, which represents approximately 3.00% of the issued share capital of the Company as at the date of this announcement. For more information on GIC, please visit Earn Max Enterprises Limited ( Earn Max ) is 96.90% controlled by Warburg Pincus Private Equity X, L.P. ( Warburg Pincus ), a private equity fund managed by Warburg Pincus LLC, a global private equity firm focused on growth investing. Warburg Pincus is a leading global private equity fund with approximately $40 billion asset under management. Warburg Pincus entered into China in Selective notable current and previous investments include Red Star Macalline, China Huarong, CAR, 58.com, Kidswant, Intime Department Store, R&F, Greentown, 7 Days Inn, e-shang and ANE Logistics. Earn Max is an existing investor of the Company through holding US$201 million Perpetual Convertible Securities and 195,582,000 Shares, which represents approximately 2.16% of the issued share capital of the Company as at the date of this announcement. Dynasty Hill Holdings Limited ( Dynasty Hill ) is ultimately wholly-controlled by Dr Walter Kwok Ping Sheung. Dr Walter Kwok Ping Sheung is a well-respected real estate developer in Hong Kong, having held various positions which include but not limited to the ex-chairman of Sun Hung Kai Properties Limited. Save as disclosed above, to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Placees and their ultimate owners are third parties independent of the Company and its connected persons. Number of Shares to be placed As at the date of this announcement, the Company has 9,071,180,009 Shares in issue. The Placing Shares represents: (i) approximately 17.64% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 14.99% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement to completion of the Placing save for the issue of the Placing Shares and that the Placing Shares are allotted and issued in full). 3

4 Placing Price The Placing Price of HK$2.73 represents: (i) a discount of approximately 9.90% to the closing price of HK$3.03 per Share as quoted on the Stock Exchange on 8 June 2015 (being the last full trading day prior to the release of this announcement); (ii) a discount of approximately 9.84% to the average closing price of approximately HK$3.028 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including 8 June 2015; and (iii) a discount of approximately 9.69% to the average closing price of approximately HK$3.023 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and include 8 June The Placing Price was negotiated on an arm s length basis between the Company and the Placing Agents and was determined with reference to the prevailing market price of the Shares and the recent trading volume of the Shares and has also taken into account the Final Dividend. Ranking and rights of the Placing Shares The Placing Shares, when issued and fully paid, will rank equally with the existing Shares of the Company. Undertaking of the Company The Company has undertaken to the Placing Agents that the Company will not, for a period of 90 days from the Closing Date (except for (i) the issue of the Placing Shares pursuant to the Placing Agreement; (ii) the issue of any Shares pursuant to any warrants, options or other convertible securities in issue and outstanding as at the date of the Placing Agreement; or (iii) the grant of any share options under the share option scheme adopted by the Company on 22 November 2007), without first having obtained the written consent of the Placing Agents: (a) (b) (c) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe for (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any Shares or interest in Shares; or agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described in (a) above; or announce any intention to enter into or effect any such transaction described in (a) or (b) above. Undertaking of the Placees Each of the Placees has separately undertaken to the Company that it will not dispose of any Placing Shares subscribed by it, for a period of 90 days from the Closing Date, without prior written consent of the Company and unless in compliance with the requirements of the Listing Rules. 4

5 Conditions of completion and termination events Completion of the Placing is conditional upon: (a) before the Closing, there shall not have occurred: (i) any material adverse change, or any development reasonably likely to involve a material adverse change, in the condition, financial or otherwise, or in the earnings, assets, business, operations or prospects of the Company, or the Company and its subsidiaries taken as a whole; or (ii) any suspension or limitation of trading (a) in any of the Company s securities by the Stock Exchange, or (b) generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the London Stock Exchange, the New York Stock Exchange or the Tokyo Stock Exchange; or (iii) any outbreak or escalation of hostilities, act of terrorism, the declaration by Hong Kong, the PRC, Singapore, Japan, the United States, the United Kingdom or the European Union (as a whole) of a national emergency or war or other calamity or crisis; or (iv) any material disruption in commercial banking or securities settlement or clearance services in Hong Kong, the PRC, Singapore, Japan, the United States, the United Kingdom or the European Union (as a whole) and/or a general moratorium on commercial banking activities having been declared by the relevant authorities in Hong Kong, the PRC, Singapore, Japan, the United States, the United Kingdom or the European Union (as a whole); or (v) any material adverse change in or affecting the financial markets in Hong Kong, the PRC, Singapore, Japan, the United States, the United Kingdom or the European Union (as a whole) or in international financial, political or economic conditions, currency exchange rates, exchange controls or taxation, that, in the sole judgment of the Placing Agents, would make the placement of the Placing Shares or the enforcement of contracts to purchase the Placing Shares impracticable or inadvisable, or would materially prejudice trading of the Placing Shares in the secondary market; (b) (c) (d) (e) the representations and warranties made by the Company pursuant to the Placing Agreement being true and accurate and not misleading as of the date of the Placing Agreement and the Closing Date; the Company having complied with all of the agreements and undertakings on its part and satisfied all of the conditions on its part to be performed or satisfied under the Placing Agreement on or before the Closing Date; the Listing Committee granting listing of and permission to deal in the Placing Shares; and such listing and permission as set out in condition (d) above not subsequently being revoked prior to Closing. 5

6 If (i) any of the events set out in paragraphs (i) to (v) of condition (a) above occurs at any time between the date of the Placing Agreement and the Closing Date, or (ii) the Company does not allot the Placing Shares on the Closing Date, or (iii) any of conditions (b) through (e) above has not been satisfied or waived in writing on the dates specified therein, the Placing Agents may (acting jointly) elect, in their sole discretion, to terminate the Placing Agreement. Completion of the Placing Completion of the Placing will take place on the Closing Date, being the second business day after the Listing Committee grants listing of and permission to deal in the Placing Shares, or such other date as agreed by the Company and the Placing Agents. Completion of the Placing is subject to the satisfaction of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. General mandate to issue the Placing Shares The issue of the Placing Shares will not be subject to the approval by the Shareholders and the Placing Shares will be issued under the General Mandate granted to the Directors at the 2013 AGM. Pursuant to the General Mandate, the Directors are authorised to allot, issue and/or otherwise deal with Shares not exceeding 20% of the total number of Shares of the Company in issue (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of the resolution) as at the date when the relevant resolution in respect of the General Mandate is passed, being the date of the 2013 AGM. Since the date of the 2013 AGM and up to the date of this announcement, no new Shares have been allotted and issued by the Company under the General Mandate. Application for listing Application will be made by the Company to the Stock Exchange for the listing of and permission to deal in the Placing Shares. 6

7 Effects on shareholding structure of the Company Set out below is the shareholding structure of the Company (i) as at the date of this announcement, and (ii) immediately after completion of the Placing (assuming that there is no change in the issued share capital of the Company from the date of this announcement to the completion of the Placing save for the issue of the Placing Shares and that the Placing Shares are allotted and issued in full): Shareholders As at the date of this announcement Number of Shares % Immediately after completion of the Placing Number of Shares % Sinochem Hong Kong 5,759,881, ,759,881, NCI 1,013,762, GIC 272,137, ,065, Earn Max 195,582, ,768, Dynasty Hill 75,124, Other Shareholders 2,843,579, ,843,579, Total 9,071,180, % 10,671,180, % Note: The aggregate percentage may not add up to 100% due to rounding. Reasons for the Placing The Directors are of the view that the terms of the Placing, which have been negotiated on an arm s length basis in accordance with normal commercial terms, are fair and reasonable and in the interest of the Company and the Shareholders as a whole. The Placing is being undertaken to introduce strategic investors and supplement the Group s funding of its expansion and growth plan. The Directors consider the Placing will provide an opportunity to broaden the shareholder base of the Company whilst raising further capital for the Company. Use of proceeds of the Placing The Company intends to use the estimated net proceeds of the placing of Placing Shares of approximately HK$4,350,000,000 (representing a net price of approximately HK$2.72 per Placing Share) as general working capital of the Group and for potential investments to be identified and to refinance outstanding debt. Capital-raising activities during past 12 months Save for the following, the Company has not carried out any capital raising activities during the 12 months immediately preceding the date of this announcement: Date of Initial Announcement Capital-raising Activity Net Proceeds Use of Net Proceed 10 March 2014 Spin-off of hotel business of the Group and separate listing on the Stock Exchange Approximately HK$6,680.6 million 7 the net proceeds have been partially used for re-financing of outstanding debt and the remaining amount is intended to be used for re-financing of outstanding debt, working capital and other general corporate purposes

8 RESUMPTION OF TRADING Trading in the Shares of the Company and the debt securities (guaranteed by the Company) issued by Franshion Investment Limited (stock code: 04578) and Franshion Brilliant Limited (stock codes: and 05713), wholly-owned subsidiaries of the Company, has been halted with effect from 9:01 a.m. on 9 June 2015 pending the publication of this announcement by the Company. The Company has applied to the Stock Exchange for the resumption of trading in the Shares and the abovementioned debt securities with effect from 9:00 a.m. on 10 June Definitions 2013 AGM the annual general meeting of the Company held on 11 June AGM the annual general meeting of the Company to be held on 10 June 2015 Board Closing Closing Date Company connected persons Directors the board of Directors completion of the Placing the date on which the Placing is completed pursuant to the terms of the Placing Agreement Franshion Properties (China) Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Stock Exchange has the meaning ascribed to it under the Listing Rules the directors of the Company Final Dividend the final dividend of HK11.5 cents per Share for the year ended 31 December 2014 as declared by the Company prior to the date of the Placing Agreement and to be approved by the Shareholders at the 2014 AGM General Mandate Group Hong Kong HK$ the general mandate granted to the Directors by the Shareholders pursuant to an ordinary resolution passed at the 2013 AGM to allot, issue and deal with up to 20% of the total number of Shares of the Company in issue as at the date when the resolution is passed the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC Hong Kong dollar, the lawful currency of Hong Kong 8

9 Listing Committee Listing Rules Perpetual Convertible Securities Placees Placing Placing Agents Placing Price Placing Shares Placing Agreement PRC Shareholders Shares Sinochem Group the Listing Committee of the Stock Exchange the Rules Governing the Listing of Securities on the Stock Exchange the perpetual convertible securities issued by Franshion Capital Limited, a wholly-owned subsidiary of the Company, on 12 October 2010 with a nominal value of US$600 million, which are convertible at the option of the holders of such securities into Shares of the Company at any time on or after 11 October 2011 the investors whom the Placing Agents have procured to purchase any of the Placing Shares pursuant to the Placing Agreement, namely New China Life Insurance Company Ltd., GIC Private Limited, Earn Max Enterprises Limited and Dynasty Hill Holdings Limited the placing of the Placing Shares by the Placing Agents pursuant to the terms of the Placing Agreement Morgan Stanley & Co. International plc, CCB International Capital Limited and The Hongkong and Shanghai Banking Corporation Limited HK$2.73 per Placing Share a total of 1,600,000,000 new Shares to be issued by the Company under the Placing the placing agreement dated 9 June 2015 entered into between the Company and the Placing Agents the People s Republic of China holders of Shares ordinary shares in the share capital of the Company Sinochem Group ( ), a stated-owned enterprise established in the PRC, the ultimate controlling shareholder of the Company 9

10 Sinochem Hong Kong Stock Exchange US$ Sinochem Hong Kong (Group) Company Limited, a company incorporated in Hong Kong with limited liability and is ultimately beneficially owned as to 98% by Sinochem Group the Stock Exchange of Hong Kong Limited US dollar, the lawful currency of the United States of America By Order of the Board Franshion Properties (China) Limited HE Cao Chairman Hong Kong, 9 June 2015 As at the date of this announcement, the Directors of the Company are Mr. HE Cao (Chairman), Mr. LI Congrui and Mr. HE Binwu as Executive Directors; Mr. YANG Lin and Ms. SHI Dai as Nonexecutive Directors; and Mr. LAU Hon Chuen, Ambrose, Mr. SU Xijia and Mr. LIU Hongyu as Independent Non-executive Directors. 10