DISCLOSEABLE TRANSACTION PROVISION OF GUARANTEE

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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. (Incorporated in Hong Kong with limited liability) (Stock Code: 119) DISCLOSEABLE TRANSACTION PROVISION OF GUARANTEE PROVISION OF GUARANTEE The Board announces that on 2 December 2015, Poly Property Shanghai, a wholly-owned subsidiary of the Company entered into the Guarantee Agreement pursuant to which Poly Property Shanghai agreed to guarantee the obligations of Guangzhou Bao Qi, a company owned as to 49% by the Company, under the Facility Agreement in respect of the Loan provided by the Bank. LISTING RULES IMPLICATIONS The provision of guarantee by Poly Property Shanghai under the Guarantee Agreement, when aggregating with the guarantees provided by Poly Property Shanghai to other creditors of Guangzhou Bao Qi within 12 months prior to the date of the Guarantee Agreement in an aggregate amount of RMB459 million, constitutes a discloseable transaction for the Company, as the highest applicable Percentage Ratio in respect of the guarantee under the Guarantee Agreement, on an aggregated basis, exceeds 5% but all applicable Percentage Ratios are less than 25%. Thus, the provision of guarantee by Poly Property Shanghai under the Guarantee Agreement is subject to the reporting and announcement requirements but exempts from the shareholders approval requirement under Chapter 14 of the Listing Rules. FURTHER FINANCIAL ASSISTANCE The Company may provide further financial assistance to Guangzhou Bao Qi for the development of Nansha Project in the future, including but not limited to advancing shareholder loans, providing guarantees or other securities in respect of loans obtained by Guangzhou Bao Qi. In the event that any of the applicable Percentage Ratios in respect of any further financial assistance when aggregating with the then outstanding guarantees (where applicable) reach or exceed 25%, the Company will make a further announcement and comply with all applicable requirements under the Listing Rules. 1

2 PROVISION OF GUARANTEE The Board announces that on 2 December 2015, Poly Property Shanghai, a wholly-owned subsidiary of the Company entered into the Guarantee Agreement pursuant to which Poly Property Shanghai agreed to guarantee the obligations of Guangzhou Bao Qi, a company owned as to 49% by the Company, under the Facility Agreement in respect of the Loan provided by the Bank. THE GUARANTEE AGREEMENT The salient terms of the Guarantee Agreement are summarised below: Date : 2 December 2015 Borrower : Guangzhou Bao Qi, a 49%-owned joint venture of the Company Lender and the Beneficiary of the Guarantee : the Bank Guarantor : Poly Property Shanghai (a wholly-owned subsidiary of the Company) Guaranteed obligations : the guarantor agreed to guarantee all obligations of Guangzhou Bao Qi under the Facility Agreement in respect of the Loan, including but not limited to the principal, any interest, compound interest, penalty interest, liquidated damages and other expenses. REASONS FOR AND BENEFITS OF PROVIDING THE GUARANTEE The provision of the guarantee under the Guarantee Agreement is to enable Guangzhou Bao Qi to obtain the Loan to fund its operations and the development of Nansha Project. Given that the JV Partner is a limited partnership, the Bank does not accept guarantees for the Loan from the JV Partner. As requested by the Bank, Poly Property Shanghai is required to provide the guarantee in respect of 100% of the obligations of Guangzhou Bao Qi under the Facility Agreement, as the Bank has more confidence in the financial position of the Company (being a listed company in Hong Kong), the indirect owner of the entire equity interest in Poly Property Shanghai. The Directors (including the independent non-executive Directors) consider that the terms of the Guarantee Agreement are fair and reasonable and the provision of the guarantee under the Guarantee Agreement is on normal commercial terms, and in the interests of the Company and its shareholders as a whole. 2

3 GENERAL Information relating to the Company The Company is an investment holding company with its subsidiaries principally engaged in property development and investment in the PRC. Information relating to Poly Property Shanghai Poly Property Shanghai is a limited liability company established in the PRC and a wholly-owned subsidiary of the Company. Its principal business is property development and investment in the PRC. Information relating to the Bank To the best of the Directors knowledge, information and belief having made all reasonable enquiries, (i) the Bank is primarily engaged in the provision of banking services in the PRC; and (ii) the Bank and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons as defined under the Listing Rules. LISTING RULES IMPLICATIONS The provision of guarantee by Poly Property Shanghai under the Guarantee Agreement, when aggregating with the guarantees provided by Poly Property Shanghai to other creditors of Guangzhou Bao Qi within 12 months prior to the date of the Guarantee Agreement in an aggregate amount of RMB459 million, constitutes a discloseable transaction for the Company, as the highest applicable Percentage Ratio in respect of the guarantee under the Guarantee Agreement, on an aggregated basis, exceeds 5% but all applicable Percentage Ratios are less than 25%. Thus, the provision of guarantee by Poly Property Shanghai under the Guarantee Agreement is subject to the reporting and announcement requirements but exempts from the shareholders approval requirement under Chapter 14 of the Listing Rules. FURTHER FINANCIAL ASSISTANCE The Company may provide further financial assistance to Guangzhou Bao Qi for the development of Nansha Project in the future, including but not limited to advancing shareholder loans, providing guarantees or other securities in respect of loans obtained by Guangzhou Bao Qi. In the event that any of the applicable Percentage Ratios in respect of any further financial assistance when aggregating with the then outstanding guarantees (where applicable) reach or exceed 25%, the Company will make a further announcement and comply with all applicable requirements under the Listing Rules. DEFINITIONS Unless the context otherwise requires, the following expressions have the following meanings in this announcement: 3

4 Bank Board a bank licensed as a financial institution by the China Banking Regulatory Commission in the PRC which is an independent third party not connected with the Company the board of Directors Company Poly Property Group Co., Limited, a company incorporated in Hong Kong with limited liability whose shares are listed on the Main Board of the Stock Exchange Directors the directors of the Company Facility Agreement the loan facility agreement dated 2 December 2015 entered into between Guangzhou Bao Qi and the Bank in relation to the Loan Group Guangzhou Bao Qi Guarantee Agreement Hong Kong JV Partner Listing Rules Loan Nansha Project Percentage Ratios Poly Property Shanghai the Company and its subsidiaries 廣州保祺房地產開發有限公司 (Guangzhou Bao Qi Real Estate Development Company Limited), a company established in the PRC with limited liabilities and a 49%-owned joint venture of the Company the guarantee agreement dated 2 December 2015 entered into by Poly Property Shanghai in favour of the Bank in respect of the Loan the Hong Kong Special Administrative Region of the PRC a limited partnership established in the PRC, an independent third party not connected with the Company other than its holding of 51% in Guangzhou Bao Qi The Rules Governing the Listing of Securities on the Stock Exchange a RMB300 million loan facility provided to Guangzhou Bao Qi by the Bank under the Facility Agreement the property development project located in Huangge Auto Town, Nansha District, Guangzhou, the PRC and developed by Guangzhou Bao Qi the percentage ratios under Rule of the Listing Rules 保利置業集團有限公司 (Poly Property Group Company Limited), a company established in the PRC and a wholly owned subsidiary of the Company 4

5 PRC the People s Republic of China, which for the purpose of this announcement excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan RMB Stock Exchange Renminbi, the lawful currency of the PRC The Stock Exchange of Hong Kong Limited % per cent. For reference purposes only, the Chinese names of the PRC entities, authorities or facilities have been translated into English in this announcement. In the event of any discrepancies between the Chinese names of these PRC entities, authorities or facilities and their respective English translations, the Chinese version shall prevail. Hong Kong, 2 December 2015 By order of the Board Poly Property Group Co., Limited XUE Ming Chairman As at the date of this announcement, the executive directors of the Company are Mr. Xue Ming, Mr. Han Qingtao, Mr. Wang Xu and Mr. Ye Li Wen, the non-executive director is Mr. Ip Chun Chung, Robert, and the independent non-executive directors are Mr. Choy Shu Kwan, Ms. Leung Sau Fan, Sylvia and Mr. Wong Ka Lun. 5