Beijing Capital Land : (1) PROPOSED RIGHTS ISSUE OF 5 RIGHTS SHARES FOR EVERY 10 EXISTING SHARES COMPRISING H SHARE RIGHTS ISSUE AT HK$1.87 PER H RIGHTS SHARE; DOMESTIC SHARE RIGHTS ISSUE AT RMB1.68 PER DOMESTIC RIGHTS SHARE AND NON-H FOREIGN SHARE RIGHTS ISSUE AT RMB1.68 PER NON-H FOREIGN RIGHTS SHARE; AND (2) CONNECTED TRANSACTION OF THE UNDERWRITING OF H SHARES BY THE CONTROLLING SHAREHOLDER

December 24, 2019 at 01:21 am

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspect of this prospectus or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Beijing Capital Land Ltd. (the ''Company''), you should at once hand this prospectus and the accompanying PAL to the purchaser(s) or transferee(s) or to the bank, the licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

A copy of each of the Prospectus Documents, together with (where applicable) the documents specified in the paragraph headed ''Documents delivered to the Registrar of Companies'' in Appendix III to this prospectus, have been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong Kong). The Registrar of Companies in Hong Kong, the Stock Exchange and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of any of these documents. You should read the whole of the Prospectus Documents including the discussions of certain risks and other factors as set out in the paragraph headed ''Warning of the Risks of Dealing in the H Shares and the Nil-Paid H Rights'' in this prospectus.

Subject to the granting of the listing of, and permission to deal in, the H Rights Shares and the Nil-Paid H Rights on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Nil-Paid H Rights and the H Rights Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Nil-Paid H Rights and the H Rights Shares or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Dealings in the H Shares, the Nil-Paid H Rights and the H Rights Shares may be settled through CCASS operated by HKSCC and you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisor for details of those settlement arrangements and how such arrangements may affect your rights and interests.

Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of the prospectus and the PAL, make no representation as to their 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 these documents.

This Prospectus has not been lodged or registered with any of the relevant authorities in any jurisdiction other than Hong Kong. Distribution of this prospectus into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this prospectus comes should inform themselves of and observe any such restrictions. This prospectus is not for release, publication or distribution, directly or indirectly, in or into the United States or to US persons (as defined in Regulation S under the US Securities Act).

This prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, any securities (including the H Shares and the H Rights Shares (in their nil-paid or fully-paid forms)) or to take up any entitlements to the H Rights Shares (in their nil-paid or fully-paid forms) in any jurisdiction in which such an offer, solicitation or sale is unlawful. Neither this prospectus nor anything in this prospectus forms the basis of any contract of commitment whatsoever.

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2868)

PROPOSED RIGHTS ISSUE OF 5 RIGHTS SHARES FOR EVERY 10 EXISTING SHARES COMPRISING

H SHARE RIGHTS ISSUE AT HK$1.87 PER H RIGHTS SHARE; DOMESTIC SHARE RIGHTS ISSUE AT RMB1.68 PER DOMESTIC RIGHTS SHARE AND NON-H FOREIGN SHARE RIGHTS ISSUE AT RMB1.68 PER NON-H FOREIGN RIGHTS SHARE; AND

CONNECTED TRANSACTION OF THE UNDERWRITING OF H SHARES BY THE CONTROLLING SHAREHOLDER

Joint Global Coordinators

in alphabetical order

Placing Agents

in alphabetical order

Underwriters of H Share Rights Issue

BCG CHINASTAR

INTERNATIONAL INVESTMENT

LIMITED

(A company incorporated in Hong Kong whose members' liabilities are limited)

in alphabetical order

The latest time for acceptance of and payment for the H Rights Shares is 4 : 00 p.m. on Wednesday, 15 January 2020. The procedures for acceptance and payment or transfer of the H Rights Shares are set out on pages 26 and 30 in this prospectus.

The Underwriting Agreement contains provisions entitling the Independent Underwriters by notice in writing to terminate the Underwriting Agreement upon occurrence of certain events described in the section headed ''Termination of the Underwriting Agreement'' on pages 40 to 42 in this prospectus. In the event that the Underwriting Agreement does not become unconditional or is terminated in accordance with its terms, or if the underwriting obligations of the Underwriters, which are several by nature, are not discharged, and where BCG has not exercised its right to take up additional Underwritten Shares which are not taken up by the Independent Underwriters, the H Share Rights Issue may not be fully underwritten and the size of the Rights Issue as a whole may be reduced accordingly to the extent, among others, necessary for the Company to satisfy the minimum public float requirements under the Listing Rules. As there is no requirement for minimum level(s) of subscription of the Rights Issue under the constitutional documents of the Company and the applicable laws in Hong Kong and the PRC, there is no minimum amount which must be raised in the Rights Issue in the event it proceeds on a non-fully underwritten basis.

Existing H Shares have been dealt on an ex-rights basis from Tuesday, 17 December 2019. Dealings in the Nil-Paid H Rights are expected to take place from Monday, 30 December 2019 to Friday, 10 January 2020 (both days inclusive). If the conditions of the H Share Rights Issue (please refer to the paragraph headed ''Conditions of the H Share Rights Issue'' in the ''Letter from the Board'' in this prospectus) are not fulfilled, the H Share Rights Issue will not proceed.

Any dealings in the H Shares from the date of this prospectus up to the latest time for the termination of the Underwriting Agreement and the Placing Agreement which is currently expected to be at 6 : 00 p.m. on Friday, 17 January 2020, and any dealings in the Nil-Paid H Rights from Monday, 30 December 2019 to Friday, 10 January 2020 (both days inclusive) are accordingly subject to the risk that the H Share Rights Issue may not become unconditional or may not proceed. H Shareholders and potential investors should therefore exercise caution when dealing in the H Shares and/or the Nil- Paid H Rights, and if they are in any doubt about their position, they are recommended to consult their professional advisors.

24 December 2019

NOTICES

Existing H Shares have been dealt on an ex-rights basis from Tuesday, 17 December 2019. Dealings in the Nil-Paid H Rights are expected to take place from Monday, 30 December 2019 to Friday, 10 January 2020 (both days inclusive). If the conditions of the H Share Rights Issue (please refer to the paragraph headed ''Conditions of the H Share Rights Issue'' in the ''Letter from the Board'' in this prospectus below) are not fulfilled, the H Share Rights Issue will not proceed.

The Underwriting Agreement contains provisions entitling the Independent Underwriters by notice in writing to terminate the Underwriting Agreement upon occurrence of certain events described in the paragraph headed ''Termination of the Underwriting Agreement'' in the ''Letter from the Board'' in this prospectus. In the event that the Underwriting Agreement does not become unconditional or is terminated in accordance with its terms, or if the underwriting obligations of the Underwriters, which are several by nature, are not discharged, and where BCG has not exercised its right to take up additional Underwritten Shares which are not taken up by the Independent Underwriters, the H Share Rights Issue may not be fully underwritten and the size of the Rights Issue as a whole may be reduced accordingly to the extent, among others, necessary for the Company to satisfy the minimum public float requirements under the Listing Rules. As there is no requirement for minimum level(s) of subscription of the Rights Issue under the constitutional documents of the Company and the applicable laws in Hong Kong and the PRC, there is no minimum amount which must be raised in the Rights Issue in the event it proceeds on a non-fully underwritten basis.

Shareholders or other persons contemplating transferring, selling or purchasing the H Shares and/or Nil-Paid H Rights is advised to exercise caution when dealing in the H Shares and/or the Nil-Paid H Rights.

Any person who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional advisor(s). Any Shareholder or other person dealing in the H Shares or in the Nil-Paid H Rights up to the time at which the H Share Rights Issue becomes unconditional will accordingly bear the risk that the H Share Rights Issue may not become unconditional.

The H Share Rights Issue described in this prospectus is not being made to H Shareholders, beneficial H Shareholders or investors who are located or resident in, or who are citizens of, or who have registered address outside Hong Kong.

THIS PROSPECTUS DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO ACQUIRE, ANY SECURITIES (INCLUDING THE H SHARES AND THE

RIGHTS SHARES (IN THEIR NIL-PAID OR FULLY-PAID FORMS)) OR TO TAKE UP ANY ENTITLEMENTS TO THE NIL-PAID H RIGHTS OR THE H RIGHTS SHARES IN ANY JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION OR SALE IS UNLAWFUL.

- i -

NOTICES

None of the Nil-Paid H Rights, the H Rights Shares, this prospectus, the PAL will be registered or filed under the securities laws of any jurisdictions other than in Hong Kong. Accordingly, the Nil-Paid H Rights and the H Rights Shares may not be offered, sold, pledged, taken up, resold, renounced, transferred or delivered, directly or indirectly, into or within any jurisdiction absent registration or qualification under the respective securities laws of such jurisdiction, or exemption from the registration or qualification requirement under applicable rules of such jurisdiction. The Company reserves the right to permit any H Shareholder (whether as a direct holder or beneficial holder) whose registered address is in, or who otherwise resides in, a jurisdiction other than Hong Kong to take up H Rights Shares if the Company, in its absolute discretion, is satisfied that the transaction in question is exempted from or not subject to the legislation or regulations in that jurisdiction which would otherwise give rise to restrictions upon the offer or take-up of H Rights Shares in that jurisdiction and to treat as invalid any acceptances of or applications for the H Rights Shares where it believes that such acceptance or application would violate the applicable securities or other laws or regulations of any territory or jurisdiction, but in any event, the Rights Issue will not be extended into the United States and any H Shareholder whose registered address is in, or who otherwise resides in, the United States are excluded from the Rights Issue. Accordingly, such Overseas Shareholders and beneficial holders of H Shares should exercise caution when dealing in the H Shares.

H Shareholders with registered addresses outside Hong Kong and Beneficial H Shareholders who are residents of jurisdictions other than Hong Kong are referred to the paragraph headed ''Excluded Shareholders'' in the ''Letter from the Board'' in this prospectus.

Each person acquiring the Nil-Paid H Rights and/or H Rights Shares under the H Share Rights Issue will be required to confirm, or be deemed by his/her/its acquisition of the Nil-Paid H Rights and/or H Rights Shares to confirm, that he/she/it is aware of the restrictions on offers and sales of the Nil-Paid H Rights and/or H Rights Shares described in this prospectus.

FORWARD-LOOKING STATEMENTS

All statements in this prospectus other than statements of historical fact are forward- looking statements. In some cases, forward-looking statements may be identified by the use of words such as ''might'', ''may'', ''could'', ''would'', ''will'', ''expect'', ''intend'', ''estimate'', ''anticipate'', ''believe'', ''plan'', ''seek'', ''continue'', ''illustration'', ''projection'' or similar expressions and the negative thereof. Forward-looking statements in this prospectus include, without limitation, statements in respect of the Group's business strategies, service offerings, market position, competition, financial prospects, performance, liquidity and capital resources, as well as statements regarding trends in the relevant industries and markets in which the Group operates, technological advances, financial and economic developments, legal and regulatory changes and their interpretation and enforcement.

- ii -

NOTICES

The forward-looking statements in this prospectus are based on the present expectations of the management of the Company about future events. The present expectations of the management of the Company reflect numerous assumptions regarding the Group's strategy, operations, industry, developments in the credit and other financial markets and trading environment. By their nature, they are subject to known and unknown risks and uncertainties, which could cause actual results and future events to differ materially from those implied or expressed by forward-looking statements. Should one or more of these risks or uncertainties materialise, or should any assumptions underlying forward-looking statements prove to be incorrect, the Group's actual results could differ materially from those expressed or implied by forward-looking statements. Additional risks not known to the Group or that the Group does not currently consider material could also cause the events and trends discussed in this prospectus not to occur, and the estimates, illustrations and projections of financial performance not to be realised.

Prospective investors are cautioned that forward-looking statements speak only as at the date of publication of this prospectus. Except as required by applicable law, the Group does not undertake, and expressly disclaims, any duty to revise any forward-looking statement in this prospectus, be it as a result of new information, future events or otherwise.

ARBITRATION OF DISPUTES

If you have a claim against or dispute with us, a director, supervisor, or officer of ours, a holder of our H Shares, Nil-Paid H Rights or H Rights Shares, or a holder of our Domestic Shares or rights to subscribe to our Domestic Shares, or a holder of our Non-H Foreign Share or rights to subscribe to our Non-H Foreign Shares, relating to any rights or obligations conferred or imposed by our Articles or by the PRC Company Law or other relevant laws and administrative regulations concerning our affairs or with respect to the transfer of our Shares, you may submit the dispute or claim to either the China International Economic and Trade Arbitration Commission, or Hong Kong International Arbitration Centre, for arbitration in accordance with our Articles. The arbitral award will be final and conclusive and binding on all parties.

REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES

Each acquirer of the H Rights Shares agrees with the Company and each of the Shareholders, and the Company agrees with each of the Shareholders, to observe and comply with the PRC Company Law, the Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies and the Articles.

Each acquirer of the H Rights Shares agrees with the Company, each of the Shareholders, Directors, Supervisors, managers and officers, and the Company, acting for itself and for each of its Directors, Supervisors, managers and officers, agrees with each of the Shareholders, to refer all differences and claims arising from the Articles or any rights or obligations conferred or imposed by the PRC Company Law or other relevant laws and administrative regulations concerning its affairs to arbitration in accordance with the Articles, and any reference to arbitration shall be deemed to authorise the arbitration tribunal to conduct hearing in open session and to publish its award. Such arbitration shall be final and conclusive.

- iii -

NOTICES

Each acquirer of the H Rights Shares agrees with the Company and each of the Shareholders that the H Rights Shares are freely transferable by the holders thereof.

Each acquirer of the H Rights Shares authorises the Company to enter into a contract on his/her/its behalf with each of the Directors and officers whereby such Directors and officers undertake to observe and comply with their obligations to the Shareholders as stipulated in the Articles.

- iv -

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
SUMMARY OF RIGHTS ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
TERMINATION OF THE UNDERWRITING AGREEMENT . . . . . . . . . . . . . . . . . . .	15
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
APPENDIX I - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . .	I-1
APPENDIX II - UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1

- v -

DEFINITIONS

In this prospectus, unless the context otherwise requires, the following expressions have the following meanings:

''Announcement''	the announcement published by the Company dated 9 December
	2019 relating to, among other things, the Rights Issue and the
	Underwriting Agreement
''Beneficial H	any beneficial owner(s) of H Shares whose H Shares are
Shareholder''	registered as shown in the H Share Register in the name of a
	Registered H Shareholder
''BCG''	BCG Chinastar International Investment Limited 首創華星國際
	投資有限公司, a company incorporated in Hong Kong with
	limited liability and is wholly-owned by Capital Group
''Board''	the board of Directors of the Company
''Board Lot''	2,000 H Shares each
''Business Day''	any day on which banks are generally open for business in Hong
	Kong (excluding Saturday and Sunday)
''Capital Group''	Beijing Capital Group Co., Ltd.* (北京首都創業集團有限公司), a
	state-owned enterprise incorporated in the PRC on 26 October
	1994 and under the direct supervision of SASAC, the controlling
	shareholder of the Company and a connected person of the
	Company under Rule 14A.07 of the Listing Rules
''CCASS''	the Central Clearing and Settlement System established and
	operated by HKSCC
''CICC''	China International Capital Corporation Hong Kong Securities
	Limited, a licensed corporation to carry out type 1 (dealing in
	securities), type 2 (dealing in futures contracts), type 4 (advising
	on securities), type 5 (advising on futures contracts) and type 6
	(advising on corporate finance) regulated activities under the
	SFO
''Circular''	the circular published by the Company on 17 May 2019 relating
	to, among other things, the Rights Issues and the Letter of
	Undertaking
''CMBI''	CMB International Capital Limited, a licensed corporation to
	carry out type 1 (dealing in securities) and type 6 (advising on
	corporate finance) regulated activities under the SFO

- 1 -

	DEFINITIONS

''Company''	Beijing Capital Land Ltd. (首創置業股份有限公司), a joint stock
	company incorporated in the PRC with limited liability and
	whose H shares are listed on the Main Board of the Stock
	Exchange (Stock Code: 2868)
''Compensatory	placement of (i) the Unsubscribed H Rights Shares by the
Arrangements''	Placing Agents on a best effort basis pursuant to arrangements
	described in Rule 7.21(1)(b) of the Listing Rules; and (ii) the ES
	Rights Shares
''connected person(s)''	has the meaning ascribed to it under the Listing Rules
''controlling	has the meaning ascribed to it under the Listing Rules
shareholder''
''CSRC''	China Securities Regulatory Commission (中國證券監督管理委
	員會)
''Directors''	the directors of the Company
''Domestic Rights	the new Domestic Shares proposed to be allotted and issued to
Shares''	the Qualifying Domestic Shareholders pursuant to the Domestic
	Share Rights Issue
''Domestic Share(s)''	ordinary domestic share(s) with par value of RMB1.00 each in
	the share capital of the Company
''Domestic Share Class	the class meeting of the Domestic Shareholders and Non-H
Meeting''	Foreign Shareholders convened on 10 June 2019 at which, among
	other things, the Rights Issue was considered and approved
''Domestic Share Rights	the proposed issue of 824,602,850 Domestic Rights Shares at the
Issue''	Subscription Price on the basis of 5 Domestic Rights Shares for
	every 10 existing Domestic Shares held on the Record Date
''Domestic	holder(s) of the Domestic Shares
Shareholder(s)''
''EGM''	extraordinary general meeting of the Shareholders convened on
	10 June 2019 at which, among other things, the Rights Issue and
	the transactions contemplated thereunder was considered and
	approved
''ES Rights Shares''	the H Rights Shares which would otherwise have been
	provisionally allotted to the Excluded Shareholders

- 2 -

	DEFINITIONS

''Excluded	Overseas Shareholder(s) whom the Directors, after making
Shareholder(s)''	enquiries, consider it necessary, or expedient not to offer the H
	Rights Shares to such Shareholder(s) on account either of legal
	restrictions under the laws of the relevant place or the
	requirements of the relevant regulatory body or stock exchange
	in that place
''Group''	the Company and its subsidiaries
''H Rights Shares''	the new H Shares proposed to be allotted and issued to the
	Qualifying H Shareholders pursuant to the H Share Rights Issue
''H Share(s)''	ordinary H shares with par value of RMB1.00 each in the share
	capital of the Company which are issued outside the PRC, listed
	on the Main Board of the Stock Exchange and traded in Hong
	Kong dollars
''H Share Class	the class meeting of the H Shareholders convened on 10 June
Meeting''	2019 a which, among other things, the Rights Issue was
	considered and approved
''H Share Register''	the H Shareholders' register of the Company
''H Share Registrar''	Computershare Hong Kong Investor Services Limited, at Shops
	1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road
	East, Wanchai, Hong Kong, being the Company's registrar of
	the H Shares
''H Share Rights Issue''	the proposed issue of 510,378,000 H Rights Shares at the
	Subscription Price on the basis of 5 H Rights Shares for every
	10 existing H Shares held on the Record Date
''H Shareholder(s)''	holder(s) of the H Shares
''Hong Kong''	Hong Kong Special Administrative Region of the PRC
''HK$''	Hong Kong dollar, the lawful currency of Hong Kong
''HKSCC''	Hong Kong Securities Clearing Company Limited
''HKSCC Nominees	a wholly-owned subsidiary of HKSCC
Limited''

- 3 -

	DEFINITIONS

''HSBC''	The Hongkong and Shanghai Banking Corporation Limited, a
	licensed corporation to carry out type 1 (dealing in securities),
	type 2 (dealing in futures contracts), type 4 (advising on
	securities), type 5 (advising on futures contracts), type 6
	(advising on corporate finance) and) and type 9 (asset
	management) regulated activities under the SFO and is a
	licensed bank under the Banking Ordinance (Cap. 155 of the
	laws of Hong Kong)
''Independent Third	person(s) who, to the best of the Directors' knowledge,
Party(ies)''	information and belief having made all reasonable enquiry, is a
	third party independent of the Company and its connected
	person(s) under the Listing Rules
''Independent	CMBI, HSBC and Silk Road International and ''Independent
Underwriters''	Underwriter'' means any of them
''Intermediary''	in relation to a Beneficial H Shareholder whose H Shares are
	deposited in CCASS and registered in the name of HKSCC
	Nominees Limited, means the Beneficial H Shareholder's broker,
	custodian, nominee or other relevant person who is a CCASS
	Participant or who has deposited the Beneficial H Shareholder's
	H Shares with a CCASS Participant
''Last Trading Date''	the last trading day of H Shares immediately before the release of
	the Announcement, being 6 December 2019
''Latest Acceptance	Wednesday, 15 January 2020, being the last day for acceptance
Date''	of, and payment for, the H Rights Shares, or such other date as
	the Company and the Underwriters may agree in writing
''Latest Practicable	Friday, 20 December 2019, being the latest practicable date prior
Date''	to the printing of this prospectus for the purpose of ascertaining
	information contained herein
''Latest Time for	the latest time for acceptance of, and payment for, the H Rights
Acceptance''	Shares, which is expected to be 4 : 00 p.m. on the Latest
	Acceptance Date
''Latest Time for	the latest time for the termination of the Underwriting
Termination''	Agreement, being 6 : 00 p.m. on Friday, 17 January 2020, or
	such later date as the Company and the Underwriters may agree
	in writing

- 4 -

	DEFINITIONS

''Letter of	the letter of undertaking entered into between Capital Group (or
Undertaking''	its subsidiary) and the Company on 17 May 2019 in relation to
	the underwriting of the underwritten shares by Capital Group (or
	its subsidiary) under the H Share Rights Issue at the Subscription
	Price
''Listing Committee''	the listing sub-committee of the board of directors of the Stock
	Exchange
''Maximum Respective	the respective maximum number of H Rights Shares committed
Commitment''	to be taken up by each of the Underwriters pursuant to the
	Underwriting Agreement
''Net Gain''	the aggregate of any premiums (being the aggregate amount paid
	by the placees after deducting (a) the aggregate amount of the
	Subscription Price for the Unsubscribed H Rights Shares placed
	by the Placing Agents under the Compensatory Arrangements
	and the ES Rights Shares; and (b) the aggregate amount of the
	expenses of the Placing Agents and any other related expenses/
	fees)
''Nil-Paid H Right(s)''	the right(s) to subscribe for H Rights Shares (in the form of H
	Rights Shares in nil-paid form) before the Subscription Price is
	paid
''No Action H	Qualifying H Shareholders who do not subscribe for the H
Shareholder(s)''	Rights Shares (whether partially or fully) under the PAL(s) or
	their renounces, or such persons who hold any Nil-Paid H
	Right(s) at the time such Nil-Paid H Right(s) are lapsed
''Non-H Foreign Rights	the new Non-H Foreign Shares proposed to be allotted and
Shares''	issued to the Qualifying Non-H Foreign Shareholders pursuant
	to the Non-H Foreign Share Rights Issue
''Non-H Foreign	ordinary non-H foreign shares with par value of RMB1.00 each
Share(s)''	in the share capital of the Company
''Non-H Foreign Share	the proposed issue of 178,999,150 Non-H Foreign Rights Shares
Rights Issue''	at the Subscription Price on the basis of 5 Non-H Foreign Rights
	Shares for every 10 existing Non-H Foreign Shares held on the
	Record Date
''Non-H Foreign	holder(s) of the Non-H Foreign Share(s)
Shareholder(s)''

- 5 -

	DEFINITIONS

''Odd Lots''	the aggregated portion of such Underwritten Shares not taken up
	by the Independent Underwriters under their Respective
	Commitment due to the rounding down of their respective
	Underwritten Shares to the nearest Board Lot
''Overseas	H Shareholder(s) whose name(s) appear(s) on the register of
Shareholder(s)''	members of the Company as at the close of business on the
	Record Date and whose address(es) is/are in a place outside
	Hong Kong, if any
''PAL(s)''	the provisional allotment letter(s) to be issued to the Qualifying
	H Shareholders in respect of their assured entitlements under the
	H Share Rights Issue
''Placing''	the offer by way of private placing of the Placing Shares by or on
	behalf of the Placing Agents to the placee(s) during the placing
	period on the terms and subject to the conditions set out in the
	Placing Agreement
''Placing Agents''	collectively, CICC, CMBI, HSBC and Silk Road International
	and ''Placing Agent'' means any of them
''Placing Agreement''	the placing agreement dated 9 December 2019 and entered into
	between the Company and the Placing Agents in relation to the
	placing of the Placing Shares to the Independent Third Party(ies)
	on a best effort basis and several (but not joint or joint and
	several) basis
''Placing Arrangement''	the expected arrangement for the Placing Agents to place the
	Placing Shares to independent placees on a best effort basis and
	several (but not joint or joint and several) basis pursuant to the
	terms and conditions of the Placing Agreement and at a placing
	price which is expected to be no less than the sum of the
	Subscription Price and the expenses related to the Placing
	Arrangement
''Placing Shares''	the Unsubscribed H Rights Shares and the ES Rights Shares
	subject to be placed under the Placing Agreement
''Posting Date''	Tuesday, 24 December 2019 or such other date as the Company
	may determine in writing for the despatch of the Prospectus
	Documents
''PRC''	the People's Republic of China but excluding, for the purposes of
	this prospectus, Hong Kong, Macau Special Administrative
	Region of the PRC and Taiwan

- 6 -

	DEFINITIONS

''Prospectus''	the prospectus to be issued by the Company and despatched to
	the H Shareholders in respect of the H Share Rights Issue
	containing further details of the H Share Rights Issue
''Prospectus	the Prospectus and PAL(s)
Documents''
''Qualifying Domestic	Domestic Shareholder(s) whose name(s) appear(s) on the register
Shareholder(s)''	of members of the Company on the Record Date
''Qualifying H	H Shareholder(s) whose name(s) appear(s) on the register of
Shareholder(s)''	members of the Company on the Record Date (excluding the
	Excluded Shareholder(s))
''Qualifying Non-H	Non-H Foreign Shareholder(s) whose name(s) appear(s) on the
Foreign	register of members of the Company on the Record Date
Shareholder(s)''
''Qualifying	collectively, the Qualifying Domestic Shareholder(s), the
Shareholder(s)''	Qualifying H Shareholder(s) and the Qualifying Non-H
	Foreign Shareholder(s)
''Record Date''	the date by reference to which entitlements to the H Share Rights
	Issue, Domestic Share Rights Issue and Non-H Foreign Share
	Rights Issue (as the case may be), are expected to be determined,
	which is currently scheduled to be on Monday, 23 December
	2019 or such later date as announced by the Company
''Registered H	in respect of a Beneficial H Shareholder, means a nominee,
Shareholder''	trustee, depository or any other authorised custodian or third
	party which is the registered shareholder in the registers of
	members of the Company of the H Shares in which the Beneficial
	H Shareholder is beneficially interested
''Respective	the respective proportion of the total Underwritten Shares for
Commitment''	which each of the Underwriters are responsible pursuant to the
	Underwriting Agreement
''Rights Issue''	collectively, the Domestic Share Rights Issue, the H Share Rights
	Issue and the Non-H Foreign Share Rights Issue
''Rights Share(s)''	collectively, the Domestic Rights Share(s), the H Rights Share(s)
	and the Non-H Foreign Rights Share(s)
''RMB''	Renminbi, the lawful currency of the PRC

- 7 -

		DEFINITIONS

''SASAC''	the State-owned Assets Supervision and Administration
	Commission of People's Government of Beijing Municipality*
	(北京市人民政府國有資產監督管理委員會)
''SFC''	the Securities and Futures Commission of Hong Kong
''SFO''	the Securities and Futures Ordinance (Cap. 571 of the laws of
	Hong Kong), as amended and modified from time to time
''Share(s)''	Domestic Share(s), Non-H Foreign Share(s) and/or H Share(s)
''Shareholder(s)''	holder(s) of the Shares of the Company
''Silk Road	Silk Road International Capital Limited, a licensed corporation
International''	to carry out type 1 (dealing in securities), type 4 (advising on
	securities), type 6 (advising on corporate finance) and type 9
	(asset management) regulated activities under the SFO
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Subscription Price''	HK$1.87 for each H Rights Share, RMB1.68 for each Domestic
	Rights Share and HK$ equivalent of RMB1.68, being HK$1.87
	for each Non-H Foreign Rights Shares
''Supervisor(s)''	the supervisor(s) of the Company
''Underwriters''	collectively, the Independent Underwriters and BCG, and
	''Underwriter'' means any of them
''Underwriting	the underwriting agreement entered into between the Company,
Agreement''	the Independent Underwriters and BCG on 9 December 2019 in
	relation to the underwriting arrangement in respect of the H
	Share Rights Issue
''Underwritten Shares''	such H Rights Shares comprising:
	(i) Unsubscribed H Rights Shares not being placed by the
		Placing Agents under the Compensatory Arrangements;
	(ii)	ES Rights Shares not being placed by the Placing Agents
		under the Compensatory Arrangements; and
	(iii)	unsold fractions of the Rights Shares,
	to be underwritten by the Independent Underwriters and BCG
	pursuant to the terms of the Underwriting Agreement
''Unsubscribed H	H Rights Shares that are not subscribed by Qualifying H
Rights Shares''	Shareholders
''%''	per cent.

- 8 -

DEFINITIONS

In this prospectus, unless the context otherwise requires, the terms ''connected transaction(s)'' and ''substantial shareholder(s)'' shall have the meanings given to such terms in the Listing Rules, as modified by the Stock Exchange from time to time.

For the purpose of this prospectus, unless the context otherwise requires, conversion of Renminbi into Hong Kong dollars is based on the approximate exchange rate of HK$1 to RMB0.89897. Such exchange rate is for the purpose of illustration only and does not constitute a representation that any amounts in Hong Kong dollars or Renminbi have been, could have been or may be converted at such or any other rate or at all.

Certain amounts and percentage figures set out in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and the currency conversion or percentage equivalents may not be an arithmetic sum of such figures.

References to the singular number include references to the plural and vice versa and references to one gender include every gender.

The English names of Chinese entities marked with ''*'' are translations of their Chinese names and are included in this prospectus for identification purpose only, and should not be regarded as their official English translation. In the event of any inconsistency, the Chinese name prevails.

- 9 -

EXPECTED TIMETABLE

EXPECTED H SHARE RIGHTS ISSUE TIMETABLE

First day of dealings in Nil-Paid H Rights. . . . . . . . . . . . . . Monday, 30 December 2019

Latest time for splitting of Nil-Paid H Rights . . . . . . . . . . . . . . . . . . . . . 4 : 30 p.m. on Tuesday, 7 January 2020

Last day of dealings in Nil-Paid H Rights . . . . . . . . . . . . . . . . .Friday, 10 January 2020

Latest time for holders of Nil-Paid H Rights to qualify

for Compensatory Arrangements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 : 00 p.m. on Wednesday 15 January 2020

Latest time for acceptance of and payment for the H

Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 : 00 p.m. on Wednesday, 15 January 2020

Announcement of the number of Placing Shares subject to the Compensatory Arrangements to be posted on the Stock Exchange's website and the Company's

website on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 16 January 2020

Commencement of placing of Placing Shares by the

Placing Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 17 January 2020

Latest time of placing of Placing Shares by the Placing

Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 : 00 p.m. on Friday, 17 January 2020

Latest time for the termination of the Underwriting

Agreement and the Placing Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 6 : 00 p.m. on Friday, 17 January 2020

Announcement of allotment results of the H Share Rights Issue (including results of placing of Placing Shares and the amount of Net Gain per Placing Share under the Compensatory Arrangements) to be posted on the Stock Exchange's website and the

Company's website on or before . . . . . . . . . . . . . . . . . . . no later than 12 : 30 p.m. on Wednesday, 22 January 2020

Certificates for the fully-paid H Rights Shares to be despatched and completion of Placing to take place

on or around . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 22 January 2020

Despatch of refund cheques to the Qualifying H Shareholders or such other person to whom the Nil-Paid H Rights have been validly renounced or transferred in case of the H Share Rights Issue does

not become unconditional or does not proceed . . . . . . . . Wednesday, 22 January 2020

- 10 -

EXPECTED TIMETABLE

Commencement of dealings in fully-paid H Rights

Shares including any Placing Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .9 : 00 a.m. on Thursday, 23 January 2020

Designated broker starts to stand in the market to

provide matching services for odd lots of H Shares . . . . . . .Thursday, 23 January 2020

Payment of Net Gain to relevant No Action H

Shareholders (if any) . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 30 January 2020

The last day for the designated broker to

provide matching services for odd lots of H Shares . . . . . . . .Friday, 14 February 2020

Note: All times and dates in this prospectus refer to Hong Kong local times and dates. Shareholders should note that the dates or deadlines specified in the Expected H Share Rights Issue Timetable as set out above, and in other parts of this prospectus, are indicative only and may be varied by agreement between the Company and the Underwriters.

If any special circumstances arise, the Board may extend, or make adjustment to, the expected timetable if it considers appropriate. Any such extension or adjustment to the expected timetable will be published or notified to the Shareholders and the Stock Exchange as and when appropriate.

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE

The Latest Time for Acceptance will not take place if there is:

a tropical cyclone warning signal number 8 or above; or
a ''black'' rainstorm warning

in force in Hong Kong at any local time:

before 12 : 00 noon and no longer in force after 12 : 00 noon on the Latest Acceptance Date. In such event, the Latest Time for Acceptance will be extended to 5 : 00 p.m. on the same Business Day; or
between 12 : 00 noon and 4 : 00 p.m. on the Latest Acceptance Date. In such
event, the Latest Time for Acceptance will be rescheduled to 4 : 00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9 : 00 a.m. and 4 : 00 p.m..

If the Latest Time for Acceptance does not take place on the Latest Acceptance Date, the dates mentioned in this section may be affected. The Company will notify the Shareholders by way of announcements of any change to the expected timetable as soon as practicable.

- 11 -

SUMMARY OF RIGHTS ISSUE

The following information is derived from, and should be read in conjunction with, the full text of this prospectus.

H Share Rights Issue Statistics
Basis of H Share Rights Issue	: 5 H Rights Shares for every 10 existing H
		Shares held on the Record Date
Number of H Shares in issue	:	1,020,756,000 H Shares as at the Record Date
Number of H Rights Shares	:	510,378,000 H Rights Shares
Subscription Price	:	HK$1.87 per H Rights Share
Compensatory Arrangements	: In the event the H Share Rights Issue is not
		fully subscribed, the Company has made
		arrangements described in Rule 7.21(1)(b) of
		the Listing Rules to dispose of the
		Unsubscribed H Rights Shares and the ES
		Rights Shares (together being the Placing
		Shares) by offering the Placing Shares to be
		placed by the Placing Agents to independent
		placees on a best effort basis and several (but
		not joint or joint and several) basis under the
		Compensatory Arrangements. There will be no
		excess application arrangements in relation to
		the H Share Rights Issue. Net Gain (if any) will
		be paid (without interest) on pro-rata basis to
		the No Action H Shareholders and the
		Excluded Shareholders. Any unsold Placing
		Shares will be taken up by the Underwriters on
		the terms and subject to the conditions of the
		Underwriting Agreement.
Underwriters	:	The Independent Underwriters and BCG

- 12 -

SUMMARY OF RIGHTS ISSUE

Number of Underwritten Shares to	:	Pursuant to the Underwriting Agreement, the
be underwritten by the		obligations of the Underwriters (i) are several
Underwriters		(and not joint or joint and several); (ii) (in
		respect of each Independent Underwriter)
		extends to the number of Underwritten
		Shares according to the Respective
		Commitment	of	such	Independent
		Underwriter, rounded down to the nearest
		Board Lot, subject to such Independent
		Underwriter's	Maximum	Respective
		Commitment; and (iii) (in respect of BCG
		only) extend to the number of Underwritten
		Shares equivalent to the sum of BCG's
		Respective Commitment and the Odd Lots,
		subject to (aa) BCG's Maximum Respective
		Commitment; (bb) the total number of Shares
		legally and/or beneficially held by BCG and its
		associates upon completion of the Rights Issue
		not exceeding 75% of the entire issued share
		capital of the Company as enlarged by the
		Rights Shares to be issued under the Rights
		Issue; and (cc) the Company satisfying the
		minimum public float requirements under the
		Listing Rules, unless otherwise agreed between
		the Independent Underwriters and the
		Company in writing.
		To the extent that there shall remain any
		untaken Underwritten Shares after each
		Underwriter has taken up the Underwritten
		Shares under its Respective Commitment or its
		Maximum Respective Commitment (if lower),
		the total number of H Rights Shares to be
		issued in the Rights Issue may be reduced by
		the number of any such untaken Underwritten
		Shares.
Domestic Share Rights Issue Statistics
Basis of Domestic Share Rights Issue	:	5 Domestic Rights Shares for every 10 existing
		Domestic Shares held on the Record Date
Number of Domestic Shares in issue	:	1,649,205,700 Domestic Shares as at the
		Record Date
Number of Domestic Rights Shares	:	824,602,850 Domestic Shares
proposed to be issued
Subscription Price	:	RMB1.68 per Domestic Rights Share

- 13 -

SUMMARY OF RIGHTS ISSUE

Non-H Foreign Rights Issue Statistics
Basis of No-H Foreign Share	: 5 Non-H Foreign Rights Shares for every 10
Rights Issue	existing Non-H Foreign Shares held on the
	Record Date
Number of Non-H Foreign Shares	: 357,998,300 Non-H Foreign Shares as at the
in issue	Record Date
Number of Non-H Foreign Rights	: 178,999,150 Non-H Foreign Shares
Shares proposed to be issued
Subscription Price	: HK$ equivalent of RMB1.68, being HK$1.87
	per Non-H Foreign Rights Share

The Company proposes to raise approximately RMB2,546 million (approximately HK$2,832 million) before expenses by way of the Rights Issue.

The aggregate number of Rights Shares proposed to be issued pursuant to the terms of the Rights Issue represents approximately 50% of the Company's total issued share capital as at the Latest Practicable Date and approximately 33.33% of the Company's total issued share capital as enlarged by the Rights Issue. The enlarged issue share capital upon completion of the Rights Issue shall be up to 4,514,940,000 Shares (assuming no change in the number of Shares in issue on or before the completion of the Rights Issue other than issuance of the Rights Shares).

As at the Latest Practicable Date, the Company had no outstanding options, convertible securities or warrants which confer the right to subscribe for new Shares.

- 14 -

TERMINATION OF THE UNDERWRITING AGREEMENT

If any time prior to the Latest Time for Termination:

any matter or circumstance arises as a result of which any of the conditions set out in the paragraph headed ''Conditions of the Underwriting Agreement'' in the ''Letter from the Board'' in this prospectus below (other than those having been satisfied at the date of the Underwriting Agreement) has become incapable of satisfaction as at the required time;
the fact that any of the representations, warranties or undertakings contained in the Underwriting Agreement is untrue, inaccurate or misleading comes to the knowledge of the Independent Underwriters, or there has been a breach on the part of the Company of any other provision of the Underwriting Agreement or any of the Independent Underwriter has cause to believe that any such breach has occurred;
the Company's application to the Main Board of the Stock Exchange for permission for the listing of the H Rights Shares (in their nil-paid and fully paid forms) and permission to deal in the H Rights Shares (in their nil-paid and fully paid forms) on the Stock Exchange is withdrawn by the Company and/or refused by the Stock Exchange;
any condition to enable the Nil-Paid H Rights to be admitted as eligible securities for deposit, clearance and settlement in CCASS is not satisfied or notification is received by the Company from HKSCC that such admission or facility for holding and settlement has been or is to be refused;
any statement contained in the Announcement or any Prospectus Document has become or been discovered to be untrue, inaccurate or incomplete in any material respect or misleading;
any event, act or omission occurs which gives or is likely to give rise to any liability of the Company pursuant to the indemnities referred to in the Underwriting Agreement;
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 or operations or prospects of the Group taken as a whole;
any suspension or limitation of trading generally on the Stock Exchange, the Shanghai Stock Exchange, the London Stock Exchange or the New York Stock Exchange;
there shall have occurred any event or series of events in Hong Kong, the PRC, the United States or the United Kingdom which amounts to the occurrence of any outbreak of natural disaster, riot, public disorder, civil commotion, outbreak of any infectious and hazardous disease, calamity, crisis, strike, lock out, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic;

- 15 -

TERMINATION OF THE UNDERWRITING AGREEMENT

any material disruption in commercial banking or securities settlement or clearance services in Hong Kong, the PRC, the United States or the United Kingdom and/or a general moratorium on commercial banking activities having been declared by the relevant authorities in Hong Kong, the PRC, the United States or the United Kingdom;
any material adverse change or development involving a prospective material adverse change in or affecting the financial markets in Hong Kong, the PRC, the United States or the United Kingdom or in their political or economic conditions, currency exchange rates, exchange controls or taxation;
any new laws, rules, statutes, ordinances, regulations, guidelines or circulars, orders judgements, decrees or rulings of any governmental authority (the ''Laws'') are implemented by any court or other competent authority in the PRC or any other place in which any member of the Group conducts or carries on its business; or
any suspension of dealings in the H Shares for a consecutive period of two (2) Business Days or the current listing of the H Shares having been withdrawn;

and which, individually or in the aggregate, and in the absolute opinion of the Independent Underwriters after consulting the Company to the extent practicable (but the consent of the Company is not required):

is or will be, or is likely to be, materially adverse to business, financial, trading condition or prospects of the Group; or
has or will have or is likely to have a material adverse impact on the success of the Rights Issue or dealings in the H Rights Shares in the secondary market; or
makes it impracticable or inexpedient to proceed with the H Shares Rights Issue on the terms and in the manner contemplated in the Prospectus Documents,

then and in any such case, such Independent Underwriter may terminate the Underwriting Agreement (in respect of itself only and the obligations of BCG and the other Independent Underwriter shall remain and continue unaffected) with immediate effect without liability provided that such notice is received at or prior to the Latest Time for Termination.

- 16 -

TERMINATION OF THE UNDERWRITING AGREEMENT

WARNING OF THE RISKS OF DEALING IN THE H SHARES AND THE NIL-PAID H RIGHTS

Existing H Shares have been dealt on an ex-rights basis from Tuesday, 17 December 2019. Dealings in the Nil-Paid H Rights are expected to take place from Monday, 30 December 2019 to Friday, 10 January 2020 (both days inclusive). If the conditions of the H Share Rights Issue (please refer to the paragraph headed ''Conditions of the H Share Rights Issue'' in the ''Letter from the Board'' in this prospectus below) are not fulfilled, the H Share Rights Issue will not proceed.

The Underwriting Agreement contains provisions entitling the Independent Underwriters by notice in writing to terminate the Underwriting Agreement upon occurrence of certain events described in the paragraph headed ''Termination of the Underwriting Agreement'' in the ''Letter from the Board'' in this prospectus. In the event that the Underwriting Agreement does not become unconditional or is terminated in accordance with its terms, or if the underwriting obligations of the Underwriters, which are several by nature, are not discharged, and where BCG has not exercised its right to take up additional Underwritten Shares which are not taken up by the Independent Underwriters, the H Share Rights Issue may not be fully underwritten and the size of the Rights Issue as a whole may be reduced accordingly to the extent, among others, necessary for the Company to satisfy the minimum public float requirements under the Listing Rules. As there is no requirement for minimum level(s) of subscription of the Rights Issue under the constitutional documents of the Company and the applicable laws in Hong Kong and the PRC, there is no minimum amount which must be raised in the Rights Issue in the event it proceeds on a non-fully underwritten basis.

- 17 -

LETTER FROM THE BOARD

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

	(Stock Code: 2868)
Non-executive Director:	Registered address:
Mr. Li Songping (Chairman)	Room 3071, 3/F Office, Block 4,
	No. 13 Kaifang East Road,
Executive Directors:	Huairou District,
Mr. Zhong Beichen (President)	Beijing, PRC
Mr. Li Xiaobin
Mr. Hu Weimin	Place of business in the PRC:
Mr. Fan Shubin	F17, Red Goldage,
	No. 2, Guang Ning Bo Street,
Non-executive Director:	Xicheng District,
Mr. Su Jian	Beijing,
	PRC
Independent non-executive Directors:
Mr. Li Wang	Principal place of business in Hong Kong:
Mr. Wong Yik Chung, John	Suites 4602-05,
Mr. Liu Xin	One Exchange Square,
	Central, Hong Kong
	24 December 2019

To the Qualifying H Shareholders and, for information purpose only, the Excluded Shareholders

Dear Sir or Madam,

PROPOSED RIGHTS ISSUE OF 5 RIGHTS SHARES FOR EVERY 10 EXISTING SHARES COMPRISING

CONNECTED TRANSACTION OF THE UNDERWRITING OF H SHARES BY THE CONTROLLING SHAREHOLDER

INTRODUCTION

The Company announced on 10 March 2019 and delivered a circular to the Shareholders on 17 May 2019 in relation to the Rights Issue. As described in the poll results announcement published by the Company on 10 June 2019, the resolutions to

- 18 -

LETTER FROM THE BOARD

approve the proposed Rights Issue were duly passed at the EGM, the Domestic Share Class Meeting and the H Share Class Meeting. The Company has received the CSRC's written approval in respect of the proposed Rights Issue.

Pursuant to the authorisation granted to the Board at the EGM, the Domestic Share Class Meeting and the H Share Class Meeting, the Board has finalised the terms of the Rights Issue. A summary of the major terms of the H Share Rights Issue and the expected timetable of the H Share Rights Issue are set out in this prospectus.

The H Share Rights Issue will be fully underwritten by the Underwriters on the terms and conditions set out in the Underwriting Agreement.

The H Share Rights Issue is conditional upon the fulfilment of the conditions set out under the paragraph headed ''Conditions of the H Share Rights Issue'' in this prospectus. If the conditions of the H Share Rights Issue are not fulfilled, the H Share Rights Issue will not proceed. Furthermore, in the event that the Underwriting Agreement does not become unconditional or if it is terminated in accordance with the terms thereof, or if the underwriting obligations of the Underwriters, which are several by nature, are not discharged and where BCG has not exercised its right to take up additional Underwritten Shares which are not taken up by the Independent Underwriters, the H Share Rights Issue may not be fully underwritten and the size of the Rights Issue as a whole may be reduced accordingly to the extent, among others, necessary for the Company to satisfy the minimum public float requirements under the Listing Rules. As there is no requirement for minimum level(s) of subscription of the Rights Issue under the constitutional documents of the Company and the applicable laws in Hong Kong and the PRC, there is no minimum amount which must be raised in the Rights Issue in the event it proceeds on a non-fully underwritten basis. Shareholders' and potential investors' attention is drawn to the paragraph headed ''Warning of the Risks of Dealing in the H Shares and the Nil-Paid H Rights'' in this prospectus. If in any doubt, Shareholders and potential investors are recommended to consult their professional advisors.

The purpose of this prospectus is to provide you with details of the Rights Issue as well as certain financial and other information in respect of the Group.

RIGHTS ISSUE

The Rights Issue is conducted on the basis of 5 Rights Shares for every 10 existing Shares held by the Shareholders on the Record Date.

The Subscription Price of RMB1.68 per Domestic Rights Share, HK$1.87 per H Rights Share and HK$ equivalent of RMB1.68, being HK$1.87 per Non-H Foreign Rights Share were determined by the Board pursuant to the authorisation of the shareholders' meeting after consultation with the Underwriters, which was unanimously approved by the Board. The Subscription Prices are based on a discount to market trading prices having regard to the current prevailing market conditions. The Subscription Prices of Domestic Rights Shares, H Rights Shares and Non-H Foreign Rights Shares shall be the same after exchange rate adjustment.

- 19 -

LETTER FROM THE BOARD

The Rights Issue, consisting of the Domestic Share Rights Issue, the H Share Rights Issue and the Non-H Foreign Shares Rights Issue, will raise (i) gross proceeds in an aggregate amount of approximately RMB2,546 million (approximately HK$2,832 million); and (ii) net proceeds (after deducting all the costs and expenses incidental to the Rights Issue) in an aggregate amount of approximately RMB2,492 million (approximately HK$2,772 million), on the basis of the Subscription Price.

TERMS OF THE H SHARE RIGHTS ISSUE

The H Share Rights Issue is subject to the fulfilment of the conditions set out under the paragraph headed ''Conditions of the H Share Rights Issue'' of this prospectus. Details of the H Share Rights Issue are as follows:

H Share Rights Issue Statistics
Basis of H Share Rights Issue	: 5 H Rights Shares for every 10 existing H
		Shares held on the Record Date
Subscription Price	:	HK$1.87 per H Rights Share
Number of Shares in issue	:	3,027,960,000 Shares as at the Record Date
Number of H Shares	:	1,020,756,000 H Shares as at the Record Date
Number of H Rights Shares	:	Not more than 510,378,000 H Rights Shares
proposed to be issued
Enlarged issued share capital	:	Not more than 4,541,940,000 Shares
upon completion of the Rights
Issue
Underwriters	:	The Independent Underwriters and BCG

As at the Latest Practicable Date, the Company had no outstanding convertible securities, options or warrants in issue or other similar rights which would confer any right to subscribe for, convert or exchange into the Shares.

The aggregate number of Nil Paid H Rights proposed to be provisionally allotted pursuant to the terms of the H Shares Rights Issue represents approximately 50% of the Company's issued share capital of H Shares as at the Record Date and approximately 33.33% of the Company's issued share capital of H Shares as enlarged by the H Share Rights Issue

- 20 -

LETTER FROM THE BOARD

Subscription Price

The Subscription Price of HK$1.87 per H Rights Share is payable in full by a Qualifying H Shareholder upon acceptance of the provisional allotment of the H Rights Shares under the H Share Rights Issue or a transferee of Nil-Paid H Rights applies for the H Rights Shares. The Subscription Price represents:

a discount of approximately 29.17% to the closing price of HK$2.64 per H Share as quoted on the Stock Exchange on the date of the Last Trading Date;
a discount of approximately 29.70% to the average of the closing prices per H Share as quoted on the Stock Exchange for the 5 previous consecutive trading days up to and including the Last Trading Date of HK$2.66;
a discount of approximately 29.70% to the average of the closing prices per H Share as quoted on the Stock Exchange for the 10 previous consecutive trading days up to and including the Last Trading Date of HK$2.66; and
a discount of approximately 21.54% to the theoretical ex-rights price of approximately HK$2.38 per H Share based on the closing price of HK$2.64 per H Share as quoted on the Stock Exchange on the Last Trading Date.

The Subscription Price was determined based on a discount of approximately 30% of the higher of:

the closing price of HK$2.64 per H Shares of the Company as quoted on the Stock Exchange immediately before the execution of the Underwriting Agreement; and
the higher of the average closing price of HK$2.66 per H Shares of the Company for the 5 and 10 trading days immediately prior to the earlier of:
1. the date of the Announcement;
2. the date of the Underwriting Agreement; and
3. the date on which the Subscription Price is fixed,

pursuant to which the theoretical dilution effect of the Rights Issue is below 25% in compliance with Rule 7.27B of the Listing Rules.

The said percentage discount was determined by the Company in consultation with the Underwriters, taking into account factors including percentage discount(s) in other market examples of rights issue(s) and placing(s) of new shares; and any preliminary view(s) of regulatory bodies in the PRC in connection with the terms of the Rights Issue. The Subscription Price for the Domestic Rights Shares, the H Rights Shares and Non-H Foreign Rights Shares (after adjustment in the exchange rates) shall be the same.

- 21 -

LETTER FROM THE BOARD

Each Qualifying H Shareholder will be entitled to subscribe for the H Rights Shares at the Subscription Price in proportion to his/her/its shareholding held on the Record Date. Each H Rights Share will have a par value of RMB1.00.

After taking into consideration the reasons for the Rights Issue as stated in the paragraph headed ''Reasons for the Rights Issue and Use of Proceeds'' of this prospectus below, the Directors consider the terms of the H Share Rights Issue, including the Subscription Price, to be fair and reasonable to, and in the interests of, the Company and the Shareholders as a whole.

Basis of Provisional Allotment

The basis of the provisional allotment is 5 H Rights Share for every 10 existing H Shares held by Qualifying H Shareholders on the Record Date. Application for all or any part of a Qualifying H Shareholder's provisional allotment should be made by completing a PAL and lodging the same with a remittance for the H Rights Shares with the H Share Registrar on or before the Latest Time for Acceptance.

Status of the H Rights Shares

The H Rights Shares (when allotted, issued and fully-paid) will rank pari passu in all respects with the then existing H Shares in issue. Holders of fully-paid H Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid after the date of allotment and issue of the H Rights Shares in their fully-paid form.

Share Certificates for the H Rights Shares and Refund Cheques

Subject to the fulfilment of the conditions of the H Share Rights Issue as set out below, share certificates for all fully-paid H Rights Shares are expected to be despatched by ordinary post on or around Wednesday, 22 January 2020 to the registered address of those persons who have paid for and have accepted the H Rights Shares, at their own risk. Such applicant, except HKSCC Nominees Limited, will receive one Share certificate for all the H Rights Shares allotted and issued to him/her/ it.

If the H Share Rights Issue does not become unconditional or does not proceed, the monies received in respect of the relevant provisional allotments will be refunded to the Qualifying H Shareholders or such other person to whom the Nil-Paid H Rights have been validly renounced or transferred or, in the case of joint acceptances, to the first-named person, without interest and by means of cheques despatched by ordinary post at the risk of such Qualifying H Shareholders or such other person to their registered addresses by the H Share Registrar on or around Wednesday, 22 January 2020. No receipt will be given for such remittance.

- 22 -

LETTER FROM THE BOARD

Fractions of the H Rights Shares

The Company will not provisionally allot and will not accept applications for any fractions of the H Rights Shares. All fractions of the H Rights Shares will be aggregated (and rounded down to the nearest whole number). All Nil-Paid H Rights arising from such aggregation will be sold in the market and the proceeds will be retained by the Company for its own benefit, if a premium (net of expenses and stamp duty) can be obtained. Any such unsold aggregated fractions of Nil-Paid H Rights will be made available as Underwritten Shares to be underwritten by the Underwriters.

Odd lot arrangement

In order to facilitate the trading of odd lots of the H Rights Shares arising from the H Share Rights Issue, a designated broker, Kingston Securities Limited, has been appointed by the Company to match the purchase and sale of odd lots of the H Shares at the relevant market price per H Share for the period from Thursday, 23 January 2020 to Friday, 14 February 2020 (both days inclusive). Holders of the H Shares in odd lots represented by valid share certificates for the H Shares who wish to take advantage of this facility either to dispose of their odd lots of the H Shares or to top up their odd lots to a full new board lot, may directly or through their brokers, contact Mr. James Lee at (852) 2298 6228 of Kingston Securities Limited or by facsimile at (852) 2552 6666 during such period. Holders of odd lots of H Shares should note that successful matching of the sale and purchase of odd lots of H Shares is on a best effort basis and not guaranteed. Any H Shareholder who is in any doubt about the odd lot arrangement is recommended to consult his/her/its own professional advisers.

Application for listing

The Company has applied to the Listing Committee for the listing of, and permission to deal in, the H Rights Shares in both nil-paid and fully-paid forms. Nil- Paid H Rights are to be traded in board lots of 2,000 (as the H Shares are currently traded on the main board of the Stock Exchange in board lots of 2,000). No part of the share capital of the Company is listed or dealt in on any other stock exchange, nor is listing of or permission to deal in the share capital of the Company being or proposed to be sought on any other stock exchange. All necessary arrangements will be made to enable the H Rights Shares in their fully-paid form to be admitted into CCASS.

Stamp duty and other applicable fees and charges

Dealings in the H Rights Shares (in both nil-paid and fully-paid forms) will be subject to the payment of stamp duty, Stock Exchange trading fee, SFC transaction levy and other applicable fees and charges in Hong Kong.

H Rights Shares will be eligible for admission into CCASS

Subject to the grant of listing of, and permission to deal in, the H Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the H Rights Shares in both their nil-

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LETTER FROM THE BOARD

paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement date of dealings in the Nil-Paid H Rights and the H Rights Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter.

All activities under CCASS are subject to the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their licensed securities dealers or other professional advisors for details of those settlement arrangements and how such arrangements will affect their rights and interests.

Qualifying H Shareholders

To qualify for the H Share Rights Issue, a H Shareholder must (1) have been registered as a H Shareholder as at the Record Date; and (2) not be an Excluded Shareholder.

Qualifying H Shareholders who take up their pro-rata entitlement in full will not suffer any dilution to their interests in the Company (except in relation to any dilution resulting from the taking up by third parties of any H Rights Shares arising from the aggregation of fractional entitlements). If a Qualifying H Shareholder does not take up any of his/her/its entitlement in full under the H Share Rights Issue, his/her/its proportionate shareholding in the Company will be diluted.

Rights of the Overseas Shareholders

The Prospectus Documents will not be registered or filed under the applicable securities or equivalent legislation of any jurisdictions other than Hong Kong. According to the register of members of the Company, the Company does not have any Overseas Shareholders as at the Record Date. Therefore, there are no Excluded Shareholders for the purpose of the Rights Issue.

Distribution of this prospectus and the other Prospectus Documents

The Company will only send this prospectus accompanied by the other Prospectus Documents to the Qualifying H Shareholders. However, to the extent reasonably practicable and legally permitted, the Company will send this prospectus to the Excluded Shareholders, for their information only, but will not send any PAL to them.

Distribution of this prospectus and the other Prospectus Documents into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession the Prospectus Documents come (including, without limitation, agents, custodians, nominees and trustees) should inform themselves of and observe any such restriction. Any failure to comply with such restriction may constitute a violation of

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LETTER FROM THE BOARD

the securities laws of any such jurisdiction. Any H Shareholder or Beneficial H Shareholder who is in any doubt as to his/her/its position should consult an appropriate professional advisor without delay.

Receipt of this prospectus and/or a PAL or the crediting of Nil-Paid H Rights to a stock account in CCASS does not and will not constitute an offer in any jurisdiction in which it would be illegal to make an offer and, in those circumstances, this prospectus and/or a PAL must be treated as sent for information only and should not be copied or redistributed. Persons (including, without limitation, agents, custodians, nominees and trustees) who receive a copy of this prospectus and/or a PAL or whose stock account in CCASS is credited with Nil-Paid H Rights should not, in connection with the H Share Rights Issue, distribute or send the same in, into or from, or transfer the Nil-Paid H Rights to any person in, into or from, any such jurisdiction. If a PAL or a credit of Nil- Paid H Rights in CCASS is received by any person in any such territory, or by his/her/ its agent or nominee, he/she/it should not seek to take up the rights referred to in the PAL or transfer the PAL or transfer the Nil-Paid H Rights in CCASS unless the Company determines that such action would not violate any applicable legal or regulatory requirements.

Any person (including, without limitation, agents, custodians, nominees and trustees) who does forward this prospectus or a PAL in, into or from any such jurisdiction (whether under a contractual or legal obligation or otherwise) should draw the recipient's attention to the contents of this section.

No part of the Prospectus Documents should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the written consent of the Company.

Beneficial owners of the Shares who reside outside Hong Kong should note that the H Share Rights Issue does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, Nil-Paid H Rights or fully-paid

Rights Shares or to take up any entitlements to Nil-Paid H Rights or fully-paid H Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful.

It is the responsibility of the relevant beneficial owners and/or their respective agents, custodians, nominees or trustees wishing to make an application for the H Rights Shares to satisfy himself/herself/itself as to the full observance of the laws and regulations of the relevant territory or jurisdiction, including obtaining any governmental or other consents and to pay any taxes, duties and other amounts required to be paid in such territory or jurisdiction in connection therewith.

Excluded Shareholders

Excluded Shareholders are:

(1) those Overseas H Shareholders; and

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LETTER FROM THE BOARD

those H Shareholders and Beneficial H Shareholders who are known by the Company to be residents of places outside Hong Kong,

in respect of whom the Directors, based on relevant enquiries made by the Directors pursuant to Rule 13.36(2) of the Listing Rules, consider it necessary or expedient not to offer the H Rights Shares on account either of the legal restrictions under the laws of the relevant place in which the H Shareholder or Beneficial H Shareholder (as the case maybe) is located or the requirements of the relevant regulatory body or stock exchange in that place. Based on the H Share Register as at the Record Date, there were no H Shareholders who had an address outside Hong Kong.

The Excluded Shareholders would not have any entitlement under the Rights Issue. However, the ES Rights Shares will form part of the Placing Shares and be first placed by the Placing Agents under the Placing Arrangement together with the Unsubscribed H Rights Shares. If not sold, such ES Rights Shares will be available as Underwritten Shares to be taken up by the Underwriters. Please refer to the paragraphs headed ''Procedures in respect of the Rights Shares not subscribed and the ES Rights Shares and the Compensatory Arrangements'' and ''The Underwriting Agreement'' in this prospectus below.

The Company reserves the right to treat as invalid any acceptance of or applications for H Rights Shares where it believes that such acceptance or application would violate the applicable securities or other laws or regulations of any territory or jurisdiction. Accordingly, Excluded Shareholders should exercise caution when dealing in the Shares.

Procedures for Acceptance, Transfer and Splitting of Provisional Allotments of the H Rights Shares

General

Any person (including, without limitation, agents, custodians, nominees and trustees) wishing to take up his/her/its rights under the H Share Rights Issue must satisfy himself/herself/itself as to full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories. Any acceptance of the offer of the H Rights Shares by any person will be deemed to constitute a representation and warranty from such person to the Company that these local laws and requirements have been fully complied with. For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited who subscribes the H Rights Shares on behalf of CCASS Participants, is subject to the above representations and warranties. The attention of H Shareholders with registered addresses in, and H Shareholders or Beneficial H Shareholders who are otherwise residing in, any jurisdictions outside Hong Kong and persons holding H Shares on behalf of persons with such addresses or residence is drawn to the paragraph above headed ''Excluded Shareholders''.

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LETTER FROM THE BOARD

Action to be taken by Qualifying H Shareholders

Subscription for all H Rights Shares provisionally allotted

For each Qualifying H Shareholder, a PAL is enclosed with this prospectus which entitles the Qualifying H Shareholder(s) to whom it is addressed to subscribe for the number of the H Rights Shares shown thereon. If a Qualifying H Shareholder wishes to take up his/her/its right to subscribe for any or all the H Rights Shares provisionally allotted to him/her/it as specified in the PAL, he/she/it must lodge the PAL in accordance with the instructions printed thereon, together with a remittance for the full amount payable on acceptance with the H Share Registrar, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by not later than 4 : 00 p.m. on Wednesday, 15 January 2020. All remittances must be made in Hong Kong dollars. Cheques must be drawn on an account with, or cashier's orders must be issued by, a licensed bank in Hong Kong and made payable to ''BEIJING CAPITAL LAND LTD. - RIGHTS ISSUE ACCOUNT'' and crossed ''ACCOUNT PAYEE ONLY''. Qualifying H Shareholders should note that they may apply for a number of H Rights Shares equal to or less than the number set out in the PAL (by following the instructions in the paragraph below headed ''Transfer and 'Splitting' of Nil-Paid H Rights'').

It should be noted that unless the duly completed PAL, together with the appropriate remittance, has been lodged with the H Share Registrar at Shops 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by 4 : 00 p.m. on Wednesday, 15 January 2020, whether by the original allottee or any person in whose favour the rights have been validly renounced or transferred, that provisional allotment and all rights and entitlements thereunder will be deemed to have been declined and will be cancelled. The Company may, at its discretion, treat a PAL as valid and binding on the person(s) by whom or on whose behalf it is lodged even if not completed in accordance with the relevant instructions. The Company may require such incomplete PAL to be completed by the relevant applicants at a later stage.

The PAL contains further information regarding the procedure to be followed for acceptance of the whole or part of the provisional allotment of the H Rights Shares by the Qualifying H Shareholders.

All cheques or cashier's orders accompanying completed PALs will be presented for payment immediately upon receipt and all interest earned on such monies will be retained for the benefit of the Company. Completion and lodgment of a PAL together with a cheque or cashier's order in payment for the H Rights Shares applied for will constitute a warranty by the applicant that the cheque or cashier's order will be honoured on first presentation. Without prejudice to its other rights in respect thereof, the Company reserves the right to reject any PAL in respect of which the cheque or cashier's order is dishonoured on first presentation, and in that event the provisional allotment and all rights and entitlements thereunder will be deemed to have been declined and will be cancelled. No receipt will be issued in respect of any application monies received.

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LETTER FROM THE BOARD

If the conditions of the H Share Rights Issue (as set out in the paragraph headed ''Conditions of the H Share Rights Issue'' in this prospectus) are not fulfilled at or before 6 : 00 p.m. on Friday, 17 January 2020, the monies received in respect of acceptances of the H Rights Shares will be refunded to the Qualifying H Shareholders (or such other persons to whom the Nil-Paid H Rights have been validly transferred) without interest, by means of cheques to be despatched by ordinary post to their registered addresses, and in the case of joint applicants to the registered address of the first-named person who appears on the registers of members or the transfer form, at their own risk on or around Wednesday, 22 January 2020.

Transfer and ''Splitting'' of Nil-Paid H Rights

The Nil-Paid H Rights can be traded on the Stock Exchange. A Qualifying H Shareholder can accept all of his/her/its provisional allotment of H Rights Shares, or sell all of his/her/its provisional allotment on the Stock Exchange or accept only part of his/her/its provisional allotment and sell the remaining part on the Stock Exchange.

If a Qualifying H Shareholder wishes to accept only part of his/her/its provisional allotment or transfer part of his/her/its rights to subscribe for the H Rights Shares provisionally allotted to him/her/it under the PAL or to transfer all or part of his/her/ its rights to more than one person, the entire PAL must be surrendered and lodged for cancellation not later than 4 : 30 p.m. on Tuesday, 7 January 2020 with the H Share Registrar, who will cancel the original PAL and issue new PALs in the denominations required which will be available for collection at the H Share Registrar after 9 : 00 a.m. on the second Business Day after the surrender of the original PAL. This process is commonly known as ''splitting'' the Nil-Paid H Rights. It should be noted that Hong Kong ad valorem stamp duty is payable in connection with the transfer of your rights to subscribe for the relevant H Rights Shares to the transferee(s) and the acceptance by the transferee(s) of such rights.

Having ''split'' the Nil-Paid H Rights, a Qualifying H Shareholder who wishes to accept the provisional allotment of H Rights Shares represented by a new PAL should do so in accordance with the instructions given above in relation to the subscription for the H Rights Shares provisionally allotted.

If a Qualifying H Shareholder wishes to transfer all of his/her/its Nil-Paid H Rights under a PAL (or a split PAL, as the case may be) to another person, he/she/it should complete and sign the registration information in the PAL and hand the PAL to the person to or through whom he/she/it is transferring his/her/its Nil-Paid H Rights. The transferee must then complete and sign the registration details in the PAL and lodge the PAL intact, together with a remittance for the full amount payable on acceptance with the H Share Registrar by not later than 4 : 00 p.m. on Wednesday, 15 January 2020.

The PAL contains further information regarding the procedures to be followed for transfer of the whole or part of the provisional allotment of the H Rights Shares by the Qualifying H Shareholders.

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LETTER FROM THE BOARD

The Company reserves the right to refuse to register any transfer in favour of any person in respect of which the Company believes such transfer may violate applicable legal or regulatory requirements.

Action to be taken by Beneficial H Shareholders whose H Shares are held by a Registered H Shareholder (other than through CCASS)

Subscription for H Rights Shares provisionally allotted and transfers and ''splitting'' of Nil-Paid H Rights

If you are a Beneficial H Shareholders whose H Shares are registered in the name of a Registered H Shareholder and you wish to subscribe for the H Rights Shares provisionally allotted to such Registered H Shareholder in respect of your H Shares, or sell the respective Nil-Paid H Rights or ''split'' those Nil-Paid H Rights and accept part of the provisional allotment and sell the remaining part, you should contact the Registered H Shareholder and provide the Registered H Shareholder with instructions or make arrangements with the Registered H Shareholder in relation to the acceptance, transfer and/or ''splitting'' of the Nil-Paid H Rights.

Such instructions and/or arrangements should be given or made in advance of the relevant dates stated in the section headed ''Expected Timetable'' of this prospectus and otherwise in accordance with the requirements of the Registered H Shareholder in order to allow the Registered H Shareholder sufficient time to ensure that your instructions are given effect.

Action to be taken by Beneficial H Shareholders holding interests in H Shares through

CCASS

Subscription for H Rights Shares provisionally allotted and transfers and ''splitting'' of Nil-Paid H Rights

If you are a Beneficial H Shareholder whose H Shares are deposited in CCASS and registered in the name of HKSCC Nominees Limited, and you wish to subscribe for the H Rights Shares provisionally allotted to HKSCC Nominees Limited in respect of your H Shares, or sell the respective Nil-Paid H Rights or ''split'' those Nil-Paid H Rights and accept part of the provisional allotment and sell the remaining part, you should (unless you are a CCASS Participant) contact your Intermediary and provide your Intermediary with instructions or make arrangements with your Intermediary in relation to the acceptance, transfer and/or ''splitting'' of the Nil-Paid H Rights.

Such instructions and/or arrangements should be given or made in advance of the relevant dates stated in the section headed ''Expected Timetable'' of this prospectus and otherwise in accordance with the requirements of your Intermediary in order to allow your Intermediary sufficient time to ensure that your instructions are given effect. The procedure for acceptance, transfer and/or ''splitting'' by CCASS Participants of the H Rights Shares provisionally allotted to CCASS stock accounts

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LETTER FROM THE BOARD

in respect of the H Shares registered in the name of HKSCC Nominees Limited shall be in accordance with the ''General Rules of CCASS'', the ''CCASS Operational Procedures'' and any other requirements of CCASS.

Beneficial H Shareholders who are CCASS Participants should contact HKSCC and provide HKSCC with instructions or make arrangements with HKSCC in relation to the manner in which such Beneficial H Shareholders' interests in Nil-Paid H Rights should be dealt with.

Procedures in respect of the Rights Shares not subscribed and the ES Rights Shares and the Compensatory Arrangements

The Company has made arrangements described in Rule 7.21(1)(b) of the Listing Rule to dispose of the Unsubscribed H Rights Shares and the ES Rights Shares by offering the Unsubscribed H Rights Shares and the ES Rights Shares to independent placees for the benefit of Shareholders to whom they were offered by way of the Rights Issue. There will be no excess application arrangements in relation to the Rights Issue.

The Company appointed the Placing Agents to place the Unsubscribed H Rights Shares and the ES Rights Shares after the Latest Time for Acceptance of the H Rights Shares to be allotted and issued under the H Share Rights Issue to independent placees on a best effort basis. Any premium over, the aggregate amount of (i) the Subscription Price for those Rights Shares; and (ii) the expenses of the Placing Agents (including any other related expenses/fees), that is realised will be paid to the No Action H Shareholders and the Excluded Shareholders on a pro-rata basis. The Placing Agents will procure, on a best effort basis, by not later than 6 : 00 p.m., on Friday, 17 January 2020, acquirers for all (or as many as possible) of those Unsubscribed H Rights Shares and the ES Rights Shares if a premium over the Subscription Price and the expenses of procuring such acquirers (including any related commissions and any other related expenses/fees) can be obtained. Any Unsubscribed H Rights Shares and the ES Rights Shares that are not placed after completion of the Placing Arrangement will be taken up by the Underwriters pursuant to the terms of the Underwriting Agreement.

Net Gain (if any) will be (without interest) on pro-rata basis (on the basis of all Unsubscribed H Rights Shares and the ES Rights Shares) to the No Action H Shareholders and the Excluded Shareholders (but rounded down to the nearest cent). The cheques in respect of the payment of Net Gain (if any) are expected to be posted on Thursday, 30 January 2020 by ordinary post to the registered address of No Action H Shareholders and the Excluded Shareholders, at their own risk.

It is proposed that Net Gain to any of the No Action H Shareholder(s) or the Excluded Shareholders of HK$100 or more will be paid to them in Hong Kong dollars only and the Company will retain individual amounts of less than HK$100 for its own benefit. Shareholders are reminded that Net Gain may or may not be realised, and accordingly the No Action H Shareholders and the Excluded Shareholders may or may not receive any Net Gain.

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LETTER FROM THE BOARD

Conditions of the H Share Rights Issue

The H Share Rights Issue is conditional upon fulfilment of the following matters:

the approval of the Rights Issue by the Shareholders at the EGM;
the approval of the Rights Issue at the H Share Class Meeting and the Domestic Share Class Meeting, respectively;
the approval(s) by the relevant PRC regulatory authorities including the SASAC and the CSRC in respect of the Rights Issue;
the Listing Committee of the Stock Exchange agreeing to grant the listing of, and permission to deal in, the H Rights Shares in their nil-paid and fully-paid forms, either unconditionally or subject to such conditions which the Company accepts and the satisfaction of such conditions (if any) by no later than the date of posting of the H Share Rights Prospectus; and
the delivery to the Stock Exchange and filing and registration of all documents in relation to the H Share Rights Issue as required by law to be filed by and registered with the Registrar of Companies in Hong Kong.

None of the above conditions for completion of the H Share Rights Issue may be waived by the Company. As at the Latest Practicable Date, conditions (1) to (3) as stated above have been satisfied. If any of the conditions is not fulfilled, the H Share Rights Issue will not proceed.

The H Share Rights Issue, the Domestic Share Rights Issue and the Non-H Foreign Share Rights Issue are inter-conditional. In the event that the conditions of the Domestic Share Rights Issue are/or the Non-H Foreign Share Rights Issue not fulfilled, the H Share Rights Issue will not proceed, and vice versa.

Placing Agreement for the Unsubscribed H Rights Shares and the ES Rights Shares

The Company and the Placing Agents have entered into the Placing Agreement, setting out the key terms as summarised below of the placing of the Unsubscribed H Rights Shares and the ES Rights Shares.

Date:	9 December 2019
Issuer:	The Company
Placing Agents:	CICC, CMBI, HSBC and Silk Road International were
	appointed as placing agents to place the Placing Shares
	on a best effort and several (but not joint or joint and
	several) basis.

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LETTER FROM THE BOARD

Each of the Placing Agent confirmed that it is independent of and not connected with the Company and its connected persons.

Fees and expenses:	(i)	1.2% of the gross proceeds from the subscription
		of the Placing Shares actually placed which the
		Placing Agent is authorised to deduct from the
		payment to be made by the Placing Agent to the
		Company at completion; and
	(ii)	expenses in relation to the Placing, which shall be
		reimbursed separately by the Company.
Placing price of the	The placing price of each of the Placing Shares shall be
Placing Shares:	at least equal to the sum of: (a) the Subscription Price;
	and (b) the placing expenses per Placing Share.
	The final placing price will be determined based on the
	demand and market conditions of the Placing Shares
	during the process of placement.
Placees:	The Placing Shares are expected to be placed to placees,
	who and whose ultimate beneficial owners, will be
	Independent Third Parties.
Ranking of the Placing	The Placing Shares (when placed, allotted, issued and
Shares:	fully paid) shall rank pari passu in all respects among
	themselves and with the existing H Shares in issue as at
	the Latest Practicable Date.
Placing period:	From the Business Day immediately following the
	publication of an announcement by the Company of
	the number of the Placing Shares and terminating at
	6 : 00 p.m. on the same day, unless terminated earlier
	pursuant to the terms of the Placing Agreement.
Conditions precedent:	The Placing Agreement is conditional upon the
	following conditions (the ''Conditions'') being fulfilled:
	(a)	the approval of the Rights Issue by the
		Shareholders at the EGM;
	(b)	the approval of the Rights Issue at the H Share
		Class Meeting and the Domestic Share Class
		Meeting, respectively;

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LETTER FROM THE BOARD

	(c)	the approval(s) by the relevant PRC regulatory
		authorities including the SASAC and the CSRC in
		respect of the Rights Issue;
	(d)	the Listing Committee of the Stock Exchange
		agreeing to grant the listing of, and permission to
		deal in, the H Rights Shares in their nil-paid and
		fully-paid forms, either unconditionally or subject
		to such conditions which the Company accepts
		and the satisfaction of such conditions (if any) by
		no later than the date of posting of the H Share
		Rights Prospectus; and
	(e)	the delivery to the Stock Exchange and filing and
		registration of all documents in relation to the H
		Share Rights Issue as required by law to be filed
		by and registered with the Registrar of Companies
		in Hong Kong;
	None of the Conditions are waivable by the Placing
	Agents and the Company.
	If the Conditions set out in above paragraphs are not
	satisfied on or prior to 16 January 2020 or such later
	date as may be agreed between the Company and the
	Placing Agents, the Placing Agreement shall terminate
	and the parties shall be released from all obligations
	thereunder, save in respect of any antecedent breaches
	of the Placing Agreement. As at the Latest Practicable
	Date, conditions (a) to (c) have been satisfied.
Completion:	Completion shall take place on the date when the H
	Rights Shares are duly issued by the Company under
	the H Share Rights Issue (the ''Completion Date'').
Termination:	The	Placing Agents may terminate the Placing
	Agreement by notice in writing to the Company at

any time prior to 6 : 00 p.m. on 17 January 2020 upon the occurrence of the following events in the absolute opinion of the Placing Agents (or any one of them may terminate in respect of its own obligations only and the obligations of the other Placing Agents shall remain and continue unaffected):

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LETTER FROM THE BOARD

there shall have occurred:
1. 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 or operations or prospects of the Group taken as a whole; or
2. any suspension or limitation of trading (a) in any of the Company's H Shares by the Stock Exchange for two or more Business Day(s), or (b) generally on the Stock Exchange, the Shanghai Stock Exchange, the London Stock Exchange or the New York Stock Exchange; or
3. any outbreak of act of terrorism, the declaration by Hong Kong, the PRC, the United States or the United Kingdom of a national emergency or war or other calamity or crisis; or
4. any material disruption in commercial banking or securities settlement or clearance services in Hong Kong, the PRC, the United States or the United Kingdom and/or a general moratorium on commercial banking activities having been declared by the relevant authorities in Hong Kong, the PRC, the United States or the United Kingdom; or
5. any material adverse change or development involving a prospective material adverse change in or affecting the financial markets in Hong Kong, the PRC, the United States or the United Kingdom or in their political or economic conditions, currency exchange rates, exchange controls or taxation,

that, in the 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 would materially prejudice trading of the Placing Shares in the secondary market; or

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LETTER FROM THE BOARD

the current listing of the H Shares having been withdrawn, halted, suspended or limited or indication having been received from the SFC and/or the Stock Exchange to the effect that such listing may be withdrawn or objected to (or conditions will or may be attached thereto) for any reason; or
any of the representations, warranties or undertakings given by the Company in the Placing Agreement is untrue, inaccurate or misleading or there has been a breach on the part of the Company of any other provision of the Placing Agreement.

The engagement between the Company and the Placing Agents for the placing of the Unsubscribed H Rights Shares and the ES Rights Shares was determined after arm's length negotiation between the Placing Agents and the Company. The Directors consider the fee charged by the Placing Agents is no less favourable to the Company than the commission in recent placing transactions and therefore the terms of the Placing Agreement for the Unsubscribed H Rights Shares and the ES Rights Shares are on normal commercial terms. The Directors believe the expenses as typical and ordinary in the marketing of securities.

Given that the Compensatory Arrangements would provide a distribution channel of the Placing Shares of the Company and a compensatory mechanism for the No Action H Shareholders and the Excluded Shareholders, the Company considers that the Compensatory Arrangements are fair and reasonable and would provide adequate safeguard to protect the interest of the Company's minority Shareholders.

THE UNDERWRITING ARRANGEMENT

Underwriting Agreement

Principal terms of the Underwriting Agreement are as follow:

Date:	9 December 2019
Issuer:	The Company
Underwriters:	The Independent Underwriters and BCG

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LETTER FROM THE BOARD

Pursuant to the Underwriting Agreement, the Underwriters agree severally (and not jointly or jointly and severally) to procure subscribers for, failing which they shall subscribe (as principal) for, the Underwritten Shares at the Subscription Price in the manner set out in the Underwriting Agreement. The obligations of the Underwriters:

are several (and not joint or joint and several); and
(in respect of each Independent Underwriter) extends to the number of Underwritten Shares according to the Respective Commitment of such Independent Underwriter, rounded down to the nearest Board Lot, subject to such Independent Underwriter's Maximum Respective Commitment; and
(in respect of BCG only) extend to the number of Underwritten Shares equivalent to the sum of BCG's Respective Commitment and the Odd Lots, subject to
1. BCG's Maximum Respective Commitment; (bb) the total number of Shares legally and/or beneficially held by BCG and its associates upon completion of the Rights Issue not exceeding 75% of the entire issued share capital of the Company as enlarged by the Rights Shares to be issued under the Rights Issue; and (cc) the Company satisfying the minimum public float requirements under the Listing Rules (the ''Public Float Requirements''),

unless otherwise agreed between the Independent Underwriters and the Company in writing.

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LETTER FROM THE BOARD

Number of	Each of the Underwriters shall be responsible only for such
Underwritten Shares	number of Underwritten Shares according to the Respective
to be underwritten by	Commitment	subject	to	the	Maximum Respective
the Underwriters:	Commitment (if lower):
			Respective	Maximum Respective
	Underwriter	Commitment	Commitment
	CMBI		8.20%	41,854,000
					H Rights Shares
	HSBC		32.80%	167,416,000
					H Rights Shares
	Silk Road		2.10%	10,694,000
	International				H Rights Shares
	BCG		56.90%	290,414,000
					H Rights Shares
	BCG shall have the right (but not the obligation to) take up
	any additional Underwritten Shares in the Respective
	Commitment of the Independent Underwriters which are
	not taken up, subject to the Public Float Requirements.
	To the extent that there shall remain any untaken
	Underwritten Shares after each Underwriter has taken up
	the Underwritten Shares under its Respective Commitment
	or its Maximum Respective Commitment (if lower), the
	total number of H Rights Shares to be issued in the Rights
	Issue may be reduced by the number of any such untaken
	Underwritten Shares.
Fees and expenses:	A fixed commission	of	3% on	the multiple of the
	Subscription Price and each of the Maximum Respective
	Commitment and the reasonable costs, fees and other
	expenses of the Underwriters.

Subject to the fulfilment of the conditions contained in the Underwriting Agreement and provided that the Underwriting Agreement is not terminated prior to the Latest Time for Termination in accordance with the terms thereof, the Underwriters have agreed to subscribe or procure the subscription for all Underwritten Shares, being the H Right Shares that are not being taken up by the Qualifying H Shareholders and not being actually placed by the Placing Agents under the Compensatory Arrangements, the ES Rights Shares not being placed by the Placing Agents under the Compensatory Arrangements, and unsold fractions of the Rights Shares.

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LETTER FROM THE BOARD

The Directors consider that the terms of the Underwriting Agreement, including the rate of commission are on normal commercial terms and fair and reasonable so far as the Company and the Shareholders are concerned.

Information about the Independent Underwriters and BCG

CMBI, is a corporation licensed under the SFO to carry on type 1 (dealing in Securities) and type 6 (advising on corporate finance) regulated activities under the SFO and its principal business activity involves underwriting of securities.

HSBC, is a corporation licensed under the SFO to carry on type 1 (dealing in Securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 5 (advising on futures contracts), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO and one of its business activity involves underwriting of securities.

Silk Road International, is a corporation licensed under the SFO to carry out type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO and its principal business activity involves underwriting of securities.

BCG is a company incorporated in Hong Kong with limited liability, its principal business activity is investment holding and is a wholly-owned subsidiary of Capital Group, the controlling shareholder of the Company.

Capital Group is a state-owned enterprise incorporated in the PRC and under the direct supervision of SASAC and is primarily engaged in infrastructure, financial securities, real estate and environmental related businesses. As at the Latest Practicable Date, Capital Group directly holds an aggregate of 1,649,205,700 Domestic Shares, representing the entire issued Domestic Shares of the Company and approximately 54.47% of the total issued share capital of the Company. As Capital Group is the controlling shareholder of the Company and it and BCG are connected persons of the Company under Rule 14A.07 of the Listing Rules, the transactions contemplated under the Underwriting Agreement constitute a connected transaction of the Company, which was contemplated under the Letter of Undertaking and was duly approved in the EGM convened on 10 June 2019. To comply with relevant laws and regulations of the PRC, Capital Group has nominated its wholly- owned subsidiary, BCG, to be one of the Underwriters. Accordingly, BCG has complied with Rule 7.19(1)(b) of the Listing Rules.

As at the Latest Practicable Date, save and except the Shares held by the Independent Underwriters as shown in the paragraph headed ''Effect of the Rights Issue on Shareholdings in the Company'' of this prospectus below, to the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Independent Underwriters and its respective ultimate shareholders are Independent Third Parties.

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LETTER FROM THE BOARD

Each of the Independent Underwriters confirmed that (1) it is an Independent Third Party, and not connected with the Company or its connected persons; and (2) it has complied with Rule 7.19(1)(a) of the Listing Rules that it is licensed under the SFO for Type 1 regulated activity and its ordinary business includes underwriting of securities.

Conditions of the Underwriting Agreement

The several obligations of the Underwriters to subscribe for the Underwritten Shares pursuant to the Underwriting Agreement are conditional on the fulfilment (or waiver, if applicable, by the Independent Underwriters) of the following conditions:

the approval of the Rights Issue by the Shareholders at the EGM;
the approval of the Rights Issue at the H Share Class Meeting and the Domestic Share Class Meeting, respectively;
the approval(s) by the relevant PRC regulatory authorities including the SASAC and the CSRC in respect of the Rights Issue;
the Listing Committee of the Stock Exchange agreeing to grant the listing of, and permission to deal in, the H Rights Shares in their nil-paid and fully-paid forms, either unconditionally or subject to such conditions which the Company accepts and the satisfaction of such conditions (if any) by no later than the date of posting of the H Share Rights Prospectus;
the delivery to the Stock Exchange and filing and registration of all documents in relation to the H Share Rights Issue as required by law to be filed by and registered with the Registrar of Companies in Hong Kong;
each condition to enable the Nil-Paid H Rights to be admitted as eligible securities for deposit, clearance and settlement in CCASS having been satisfied on or before the Business Day prior to the commencement of trading of the H Rights Shares (in their nil-paid and fully-paid forms respectively) and no indication or notification having been received by the Company from HKSCC by such time that such admission or facility for holding and settlement has been or is to be refused;
the representations, warranties and undertakings referred to in the Underwriting Agreement being true, complete, accurate and not misleading on and as of the date of Underwriting Agreement and at any time before the Latest Time for Termination;
the delivery by the Company of customary closing documents pursuant to the terms and conditions of the Underwriting Agreement;
the trading of the H Shares on the Stock Exchange not having been, at any time beginning from the date of the Underwriting Agreement up to and including the Latest Time for Termination, halted, suspended or limited for a consecutive period of two (2) Business Days or the current listing of the H Shares not having

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LETTER FROM THE BOARD

been withdrawn or any indication having been received before the Latest Time for Termination from the SFC and/or the Stock Exchange to the effect that such listing may be suspended, withdrawn or objected to (or conditions will or may be attached thereto); and

compliance by Capital Group (or BCG) with its obligations under the Letter of Undertaking and the Letter of Undertaking remaining in full force and effect.

The Company undertakes to procure the fulfilment of each of the conditions by the relevant time or date specified and shall furnish such information, supply such documents, pay such fees, give such undertakings and do all such acts and things as may reasonably be required by the Underwriters, the SFC, the Stock Exchange or HKSCC in connection with therewith.

If any of the above conditions of the Underwriting Agreement is not fulfilled, or waived by the Independent Underwriters by the Latest Time for Termination the Underwriting Agreement shall terminate (save in respect of certain customary surviving provisions under the Underwriting Agreement) but the Rights Issue may nonetheless proceed with the size of the Rights Issue reduced. As at the Latest Practicable Date, conditions (1) to (3) have been satisfied.

Termination of the Underwriting Agreement

If any time prior to the Latest Time for Termination:

any matter or circumstance arises as a result of which any of the conditions set out in the paragraph headed ''Conditions of the Underwriting Agreement'' above (other than those having been satisfied at the date of the Underwriting Agreement) has become incapable of satisfaction as at the required time;
the fact that any of the representations, warranties or undertakings contained in the Underwriting Agreement is untrue, inaccurate or misleading comes to the knowledge of the Independent Underwriters, or there has been a breach on the part of the Company of any other provision of the Underwriting Agreement or any of the Independent Underwriter has cause to believe that any such breach has occurred;
the Company's application to the Main Board of the Stock Exchange for permission for the listing of the H Rights Shares (in their nil-paid and fully paid forms) and permission to deal in the H Rights Shares (in their nil-paid and fully paid forms) on the Stock Exchange is withdrawn by the Company and/or refused by the Stock Exchange;
any condition to enable the Nil-Paid H Rights to be admitted as eligible securities for deposit, clearance and settlement in CCASS is not satisfied or notification is received by the Company from HKSCC that such admission or facility for holding and settlement has been or is to be refused;

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LETTER FROM THE BOARD

any statement contained in the Announcement or any Prospectus Document has become or been discovered to be untrue, inaccurate or incomplete in any material respect or misleading;
any event, act or omission occurs which gives or is likely to give rise to any liability of the Company pursuant to the indemnities referred to in the Underwriting Agreement;
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 or operations or prospects of the Group taken as a whole;
any suspension or limitation of trading generally on the Stock Exchange, the Shanghai Stock Exchange, the London Stock Exchange or the New York Stock Exchange;
there shall have occurred any event or series of events in Hong Kong, the PRC, the United States or the United Kingdom which amounts to the occurrence of any outbreak of natural disaster, riot, public disorder, civil commotion, outbreak of any infectious and hazardous disease, calamity, crisis, strike, lock out, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic;
any material disruption in commercial banking or securities settlement or clearance services in Hong Kong, the PRC, the United States or the United Kingdom and/or a general moratorium on commercial banking activities having been declared by the relevant authorities in Hong Kong, the PRC, the United States or the United Kingdom;
any material adverse change or development involving a prospective material adverse change in or affecting the financial markets in Hong Kong, the PRC, the United States or the United Kingdom or in their political or economic conditions, currency exchange rates, exchange controls or taxation;
any new laws, rules, statutes, ordinances, regulations, guidelines or circulars, orders judgements, decrees or rulings of any governmental authority (the ''Laws'') are implemented by any court or other competent authority in the PRC or any other place in which any member of the Group conducts or carries on its business; or
any suspension of dealings in the H Shares for a consecutive period of two (2) Business Days or the current listing of the H Shares having been withdrawn;

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LETTER FROM THE BOARD

is or will be, or is likely to be, materially adverse to business, financial, trading condition or prospects of the Group; or
has or will have or is likely to have a material adverse impact on the success of the Rights Issue or dealings in the H Rights Shares in the secondary market; or
makes it impracticable or inexpedient to proceed with the H Shares Rights Issue on the terms and in the manner contemplated in the Prospectus Documents,

In the event that the Underwriting Agreement is terminated in accordance with its terms, the H Share Rights Issue may not be fully underwritten and the size of the Rights Issue as a whole may be reduced accordingly to the extent, among others, necessary for the Company to satisfy the minimum public float requirements under the Listing Rules. As there is no requirement for minimum level(s) of subscription of the Rights Issue under the constitutional documents of the Company and the applicable laws in Hong Kong and the PRC, there is no minimum amount which must be raised in the Rights Issue in the event it proceeds on a non- fully underwritten basis.

WARNING OF THE RISKS OF DEALING IN THE H SHARES AND THE NIL-PAID H RIGHTS

Existing H Shares have been dealt on an ex-rights basis from Tuesday, 17 December 2019. Dealings in the Nil-Paid H Rights are expected to take place from Monday, 30 December 2019 to Friday, 10 January 2020 (both days inclusive). If the conditions of the H Share Rights Issue (please refer to the paragraphs headed ''Conditions of the H Share Rights Issue'' above) are not fulfilled, the H Share Rights Issue will not proceed.

Shareholder or other person contemplating transferring, selling or purchasing the H Shares and/or Nil-Paid H Rights is advised to exercise caution when dealing in the H Shares and/or the Nil-Paid H Rights.

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LETTER FROM THE BOARD

TERMS OF THE DOMESTIC SHARE RIGHTS ISSUE

The Domestic Share Rights Issue is subject to the fulfilment of the conditions set out under the paragraph headed ''Conditions of the Domestic Share Rights Issue'' of this prospectus. Details of the Domestic Share Rights Issue are as follows:

Domestic Share Rights Issue Statistics

Basis of the Domestic Share	: 5 Domestic Rights Share for every 10 existing
Rights Issue		Domestic Shares held on the Record Date
Subscription Price	:	RMB1.68 per Domestic Rights Share
Number of Shares in issue	:	3,027,960,000 Shares as at the Record Date
Number of Domestic Shares in	:	1,649,205,700 Domestic Shares as at the
issue		Record Date
Number of Domestic Rights	: Not more than 824,602,850 Domestic Rights
Shares proposed to be issued		Shares
Enlarged issued share capital	:	Not more than 4,541,940,000 Shares
upon completion of the Rights
Issue

The subscription of the Domestic Rights Shares will be separately documented between the Company and Capital Group.

Basis of Entitlement

The basis of entitlement is 5 Domestic Rights Shares for every 10 existing Domestic Shares held by Qualifying Domestic Shareholders on the Record Date.

Subscription Price for the Domestic Rights Shares

The Subscription Price of RMB1.68 per Domestic Rights Share will be payable in full on acceptance.

Qualifying Domestic Shareholders

To qualify for the Domestic Share Rights Issue, a Shareholder must have been registered as a Domestic Shareholder on the Record Date.

Commencement of the Domestic Share Rights Issue

First day of acceptance of and payment for the

Domestic Rights Shares . . . . . . . . . . . . . . . . . . . . . .Tuesday, 24 December 2019

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LETTER FROM THE BOARD

Close of the Domestic Share Rights Issue

Last day of acceptance of and payment for the

Domestic Rights Shares . . . . . . . . . . . . . . . . . . . . . Wednesday, 15 January 2020

Verification of payment for subscription for the

Domestic Rights Shares . . . . . . . . . . . . . . . . . . . . . Wednesday, 15 January 2020

Announcement of results of the Domestic Share

Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 22 January 2020

Shareholders should note that the dates specified in the expected timetable of the Domestic Share Rights Issue as set out above are indicative only and may be changed by the Board. Any such change to the expected timetable will be announced and notified to the Shareholders as and when appropriate.

Irrevocable Undertaking from Capital Group

As at the Latest Practicable Date, Capital Group directly holds an aggregate of 1,649,205,700 Domestic Shares, representing the entire issued Domestic Shares of the Company and approximately 54.47% of the total issued share capital of the Company.

As previously disclosed in the Circular, on 17 May 2019, the Company received from Capital Group an undertaking that it will subscribe for such number of the Domestic Rights Shares to be allotted to it according to the Domestic Share Rights Issue approved at the EGM and the Domestic Share Class Meeting and in no circumstance should it result in the Company not satisfying the minimum public float requirement under the Listing Rules. In the event that the H Share Rights Issue is (i) not underwritten by any of the Independent Underwriters and BCG; and (ii) undersubscribed to such extent that the Company is unable to meet the minimum public float requirement under the Listing Rules, the total number of Domestic Rights Shares to be subscribed by Capital Group under its provisional allotment entitlement might be reduced.

Save for the undertaking from Capital Group, the Company has not obtained any undertakings from other Shareholders that they will subscribe for any or all of the Rights Shares to be provisionally allotted to them under the Rights Issue.

Conditions of the Rights Issue

The Domestic Share Rights Issue, the H Share Rights Issue and the Non-H Foreign Share Rights Issue are inter-conditional. In the event that the conditions of the H Share Rights Issue and/or the Non-H Foreign Share Rights Issue are not fulfilled, the Domestic Share Rights Issue will not proceed, and vice versa.

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LETTER FROM THE BOARD

Conditions of the Domestic Share Rights Issue

The Domestic Share Rights Issue will be conditional upon the fulfilment of the following matters:

the approval of the Rights Issue by the Shareholders at the EGM;
the approval of the Rights Issue at the Domestic Share Class Meeting and the H Share Class Meeting, respectively; and
the approval(s) by the relevant PRC regulatory authorities including the SASAC and the CSRC in respect of the Rights Issue.

None of the above conditions for the completion of the Domestic Share Rights Issue may be waived by the Company. As at the Latest Practicable Date, all conditions as stated above have been satisfied.

Procedures in respect of Unsubscribed Domestic Rights Shares

As disclosed in the Circular, an undertaking to subscribe from Capital Group was received by the Company on 17 May 2019 to the effect that Capital Group will subscribe for such number of the Domestic Rights Shares to be provisionally allotted to it according to the Domestic Share Rights Issue and in no circumstance should it result in the Company not satisfying the minimum public float requirement under the Listing Rules. In the event that the H Share Rights Issue is (i) not underwritten by any of the Independent Underwriters and BCG; and (ii) undersubscribed to such extent that the Company is unable to meet the minimum public float requirement under the Listing Rules, the total number of Domestic Rights Shares to be subscribed by Capital Group under its provisional allotment entitlement might be reduced. Given such undertaking, there will be no underwriting arrangement or compensatory arrangement for any unsubscribed Domestic Rights Shares. Under PRC laws, there is no requirement for the Domestic Share Rights Issue to be fully underwritten.

Status of the Domestic Rights Shares

The Domestic Rights Shares (when allotted, issued and fully-paid) will rank pari passu in all respects with the then existing Domestic Shares in issue. Holders of fully- paid Domestic Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid after the date of allotment and issue of the Domestic Rights Shares.

The Domestic Shares are not, and the Domestic Rights Shares will not be, nor proposed to be, trading or dealing in on any stock exchanges or any other authorised trading facility unless the Domestic Shares and the Domestic Rights Shares are approved by the CSRC.

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LETTER FROM THE BOARD

TERMS OF THE NON-H FOREIGN SHARE RIGHTS ISSUE

The Non-H Foreign Share Rights Issue is subject to the fulfilment of the conditions set out under the paragraph headed ''Conditions of the Non-H Foreign Share Rights Issue'' of this prospectus. Details of the Non-H Foreign Share Rights Issue are as follows:

Non-H Foreign Share Rights Issue Statistics

Basis of the Non-H Foreign	: 5 Non-H Foreign Rights Share for every 10
Share Rights Issue		existing Non-H Foreign Shares held on the
		Record Date
Subscription Price	: HK$ equivalent of RMB1.68, being HK$1.87
		per Non-H Foreign Rights Share
Number of Shares in issue	:	3,027,960,000 Shares as at the Record Date
Number of Non-H Foreign	: 357,998,300 Non-H Foreign Shares as at the
Shares in issue		Record Date
Number of Non-H Foreign	: Not more than 178,999,150 Non-H Foreign
Rights Shares proposed to be		Rights Shares
issued
Enlarged issued share capital	:	Not more than 4,541,940,000 Shares
upon completion of the Rights
Issue

The subscription of the Non-H Foreign Rights Shares will be separately documented between the Company and the Non-H Foreign Shareholders.

Basis of Entitlement

The basis of entitlement is 5 Non-H Foreign Rights Shares for every 10 existing Non-H Foreign Shares held by Qualifying Non-H Foreign Shareholders on the Record Date.

Subscription Price for the Non-H Foreign Rights Shares

The Subscription Price of HK$ equivalent of RMB1.68, being HK$1.87 per Non- H Foreign Rights Share will be payable in full on acceptance.

Qualifying Non-H Foreign Shareholders

To qualify for the Non-H Foreign Share Rights Issue, a Shareholder must have been registered as a Non-H Foreign Shareholder on the Record Date.

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LETTER FROM THE BOARD

Commencement of the Non-H Foreign Share Rights Issue

First day of acceptance of and payment for the

Non-H Foreign Rights Shares. . . . . . . . . . . . . . . . . .Tuesday, 24 December 2019

Close of the Non-H Foreign Share Rights Issue

Last day of acceptance of and payment for the

Non-H Foreign Rights Shares. . . . . . . . . . . . . . . . . Wednesday, 15 January 2020

Verification of payment for subscription for the

Non-H Foreign Rights Shares. . . . . . . . . . . . . . . . . Wednesday, 15 January 2020

Announcement of results of the Non-H Foreign

Share Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 22 January 2020

Shareholders should note that the dates specified in the expected timetable of the Non-H Foreign Share Rights Issue as set out above are indicative only and may be changed by the Board. Any such change to the expected timetable will be announced and notified to the Shareholders as and when appropriate.

Conditions of the Rights Issue

The Domestic Share Rights Issue, the H Share Rights Issue and the Non-H Foreign Share Rights Issue are inter-conditional. In the event that the conditions of the Domestic Share Rights Issue and/or the H Share Rights Issue are not fulfilled, the Non-H Foreign Share Rights Issue will not proceed, and vice versa.

Conditions of the Non-H Foreign Share Rights Issue

The Non-H Foreign Share Rights Issue will be conditional upon the fulfilment of the following matters:

the approval of the Rights Issue by the Shareholders at the EGM;
the approval of the Rights Issue at the Domestic Share Class Meeting and the H Share Class Meeting, respectively; and
the approval(s) by the relevant PRC regulatory authorities including the SASAC and the CSRC in respect of the Rights Issue.

None of the above conditions for the completion of the Non-H Foreign Share Rights Issue may be waived by the Company. As at the Latest Practicable Date, all conditions as stated above have been satisfied.

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LETTER FROM THE BOARD

Procedures in respect of Unsubscribed Non-H Foreign Rights Shares

Under PRC laws, there is no requirement for the Non-H Foreign Shares Rights Issue to be fully underwritten and Non-H Foreign Shares are unlisted shares which lack liquidity. Accordingly, there will be no underwriting arrangement or compensatory arrangement for any unsubscribed Non-H Foreign Rights Shares. Any unsubscribed Non-H Foreign Rights Shares will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.

Status of the Non-H Foreign Rights Shares

The Non-H Foreign Rights Shares (when allotted, issued and fully-paid) will rank pari passu in all respects with the then existing Non-H Foreign Shares in issue. Holders of fully-paidNon-H Foreign Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid after the date of allotment and issue of the Non-H Foreign Rights Shares.

The Non-H Foreign Shares are not, and the Non-H Foreign Rights Shares will not be, nor proposed to be, trading or dealing in on any stock exchanges or any other authorised trading facility unless the Non-H Foreign Shares and the Non-H Foreign Rights Shares are approved by the CSRC.

REASONS FOR THE RIGHTS ISSUE AND USE OF PROCEEDS

The purpose of the Rights Issue is to (i) strengthen the financial position of the Group and the financial stability of the Group and support the continuing and sustainable business development of the Group; (ii) improve the quality of the Group's financial resources through reducing the Group's gearing and the related financial costs; and (iii) increase the liquidity of and facilitate trading in the Company's H Shares, thus realising the Group's inherent values. The final amount of gross proceeds shall be determined based on the actual Subscription Price and the number of Rights Shares to be issued at the time of the Rights Issue. It is currently expected that the gross proceeds of the Rights Issue before expenses will be not more than RMB2,546 million (approximately HK$2,832 million), which, after deduction of all relevant expenses, and pursuant to the resolution duly approved in the EGM, the Domestic Share Class Meeting and the H Share Class Meeting, is expected to be used for the partial repayment of existing onshore and offshore interest-bearing indebtedness of the Group, such as (i) the borrowings with an aggregate principal amount of approximately RMB500 million payable by the end of October 2019 with interest rate at 8.3% per annum; (ii) the borrowings with an aggregate principal amount of approximately RMB694 million payable by the end of February 2020 with interest rate at 6.8% per annum; (iii) the borrowings with an aggregate principal amount of approximately RMB2,500 million payable by the end of May 2020 with interest rate at 6.45% per annum; and (iv) the perpetual securities issued by the Group with an aggregate principal amount of US$450 million maturing on 2 December 2019 with interest rate at 7.125% per annum. The Company will ultimately determine the allocation of the proceeds from the Rights Issue for the repayment of the onshore and offshore interest-bearing indebtedness of the Group whilst taking into consideration of the regulatory approval, the then market conditions and their respective interest rates, interest payment terms and maturity dates as well as other

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LETTER FROM THE BOARD

alternative financing channels. Given that indebtedness (i) and (iv) have been repaid, the Company will, acting on the authority of the Board granted by shareholders in the EGM, the Domestic Share Class Meeting and the H Share Class Meeting, allocate part of the proceeds from the Rights Issue for the partial repayment of other interest-bearing bank borrowings and/or notes issued by the Group.

Taking into account (a) the development plans of the Group which includes, among others, increasing the Company's regional investments in three key metropolitan areas, and strengthening its primary land development platform in Beijing - Tianjin - Hebei which are capital intensive; (b) the current financial position of the Group having higher gearing and higher borrowing costs, which may be reduced through the Rights Issue; (c) other equity financing options such as placement or subscription of new Shares, or the issue of convertible bonds, which are either not in the best interest of the Company or expected to increase the leverage of the Group and having a greater potential dilutive effect on existing Shareholders, the Rights Issue allows all Qualifying Shareholders to have a fair opportunity to participate in the potential growth of the Company while maintaining their respective pro rata shareholding interests in the Company. As such, the Directors consider that the Rights Issue is in the interests of the Company and the Shareholders as a whole.

The net proceeds of the Rights Issue are estimated to be approximately RMB2,492 million (approximately HK$2,772 million) after the deduction of all estimated expenses which is estimated to be approximately HK$60 million and will be borne by the Company. The estimated net subscription price per Rights Share upon full acceptance of the relevant provisional allotment of Rights Shares is expected to be approximately HK$1.83.

Although there is no current intention to deviate from the stated use of proceeds, the Directors may review and vary the purpose for which the proceeds are used in light of what they consider to be the optimal use of proceeds from time to time, provided that the proceeds will only be used for the purpose of the repayment of the onshore and offshore interest-bearing indebtedness of the Group. Further announcements will be made, if necessary, in the event of material change to the use of proceeds.

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LETTER FROM THE BOARD

EFFECT OF THE RIGHTS ISSUE ON SHAREHOLDINGS IN THE COMPANY

Changes in the Shareholding Structure of the Company arising from the Rights Issue

Set out below are the shareholding structure of the Company as at the Latest Practicable Date and the shareholding structure immediately after completion of the Rights Issue:

		As at the
		Latest Practicable Date	Immediately after completion of the Rights Issue
										Assuming
						Assuming none			100% of the H
						of the H Rights			Rights Shares
						Shares and			and Non-H
						Non-H Foreign			Foreign Rights
						Rights Shares			Shares are
						are taken up by			taken up by the
						the Qualifying			Qualifying H
						H Shareholders			Shareholders
				Percentage	and Qualifying	Percentage	and Qualifying	Percentage
				of total	Non-H Foreign	of total	Non-H Foreign	of total
		Total number	issued	Shareholders	issued	Shareholders	issued
	Share class	of Shares held	Shares	respectively	Shares	respectively	Shares
						(Note 1)	(Note 1)	(Note 1)	(Note 1)
						(Note 10)
Capital Group and other non-public
Shareholders (Note 2)
Capital Group (Notes 3)	Domestic	1,649,205,700		54.47%		2,473,808,550		56.70%	2,473,808,550		54.47%
BCG (Note 9)	H Shares	-	-%	290,414,000	6.66%	-	-%
China Resource Products Limited
(Notes 3 & 4)	Non-H Foreign	275,236,200		9.09%		275,236,200		6.31%		412,854,300		9.09%
Yieldwell International Enterprise
Limited (Notes 3 & 5)	Non-H Foreign	82,762,100		2.73%		82,762,100		1.90%		124,143,150		2.73%
Reco Pearl Private Limited
(Note 6)	H Shares	121,814,000		4.02%	121,814,000		2.79%		182,721,000		4.02%

Subtotal		2,129,018,000		70.31%		3,244,034,850		74.35%	3,193,527,000		70.31%
Public Shareholders
Independent Underwriter (HSBC)
(Note 7)	H Shares	871,769	0.03%	168,287,769		3.86%		1,307,653		0.03%
Independent Underwriter (CMBI)
(Note 7)	H Shares	-	-%	41,854,000		0.96%	-	-%
Independent Underwriter (Silk
Road International) (Note 7)	H Shares	-	-%	10,694,000		0.25%	-	-%
Other H Shareholders (Note 8)	H Shares	898,070,231		29.66%		898,070,231		20.58%	1,347,105,346		29.66%

Subtotal		898,942,000		29.69%	1,118,906,000		25.65%		1,348,413,000		29.69%

Total issued Shares		3,027,960,000		100.00%		4,362,940,850		100.00%	4,541,940,000		100.00%

Notes:

Based on the number of the Shares to be issued under the Rights Issue assuming on the basis of 5 Rights Shares for every 10 existing Shares in issue.
Non-publicShareholders refer to core connected persons (as defined under the Listing Rules) of the Company of which their respective shareholdings will not be regarded as part of the public float.
1,649,205,700 Shares are directly held by Capital Group. As at the Latest Practicable Date, Yieldwell International Enterprise Limited is a subsidiary of China Resource Products Limited, which is held as to 31.53% by Beijing Sunshine Real Estate Comprehensive Development Company*

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LETTER FROM THE BOARD

(北京陽光房地產綜合開發有限公司), which in turn is wholly-owned by Capital Group. Accordingly, Capital Group is not deemed to be interested in 275,236,200 Shares held through China Resource Products Limited and 82,762,100 Shares held through China Resource Products Limited and Yieldwell International Enterprise Limited pursuant to the SFO, but however, China Resource Products Limited and Yieldwell International Enterprise Limited are core connected persons of the Company pursuant to the Listing Rules.

275,236,200 Shares are directly held by China Resource Products Limited and deemed corporate interests pursuant to the SFO indirectly held by Beijing Rongtong Zhenghe Investment Management Co., Ltd. (北京融通正和投資管理有限公司) through Guoda Limited and China Resource Products Limited.
82,762,100 Shares are directly held by Yieldwell International Enterprise Limited and deemed corporate interests pursuant to the SFO indirectly held by Beijing Rongtong Zhenghe Investment Management Co., Ltd. (北京融通正和投資管理有限公司) through Guoda Limited, China Resources Products Limited and Yieldwell International Enterprise Limited.
To the best knowledge of the Company, Reco Pearl Private Limited is a wholly-owned subsidiary of Recosia China Pte. Ltd., which in turn is a wholly-owned subsidiary of Recosia Pte. Ltd., which in turn is a wholly-owned subsidiary of Government of Singapore Investment Corporation (Realty) Pte. Ltd.. Reco Pearl Private Limited directly holds 121,814,000 H Shares in the Company (representing approximately 4.02% of the Company's total issued share capital as at the Latest Practicable Date) and is a core connected person of the Company pursuant to the Listing Rules by virtue of it being a substantial shareholder of the subsidiary(ies) of the Company.
The Independent Underwriter or its sub-underwriter(s).
The other H Shareholders are public Shareholders.
290,414,000 H Shares are expected to be held by BCG, a wholly-owned subsidiary of Capital Group, pursuant to and subject to the conditions of BCG's underwriting obligation under the Underwriting Agreement.
The total issued Shares of the Company will be 4,362,940,850 Shares only in such scenario as there will be no underwriting arrangement for the unsubscribed Non-H Foreign Rights Shares.

TAXATION

Qualifying H Shareholders are recommended to consult their professional advisors if they are in any doubt as to the taxation implications of receipt, purchase, holding, exercising, disposing of or dealing in the Nil-Paid H Rights or the fully-paid H Rights Shares and, regarding the Excluded Shareholders, their receipt of the net proceeds, if any, from sales of the Nil-Paid H Rights on their behalf. It is emphasised that none of the Company, the Directors or any other parties involved in the H Share Rights Issue accepts responsibility for any tax effects or liabilities of holders of the H Shares resulting from the receipt, purchasing, holding, exercising, disposing of, or dealing the Nil-Paid H Rights and/ or the H Rights Shares.

- 51 -

LETTER FROM THE BOARD

EQUITY FUND RAISING EXERCISE OF THE COMPANY DURING THE PAST 12 MONTHS

The Company has not engaged in, or initiated, any equity fund raising exercises (including any rights issue exercise) during the 12 months immediately preceding the date of this prospectus.

PUBLIC FLOAT

The Company will continue to comply with the public float requirement under Rule

8.08 of the Listing Rules after completion of the Rights Issue and in particular, if the public shareholding falls below the public float requirement approved by the Stock Exchange, the Company will take appropriate steps to ensure that sufficient public float exists.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this prospectus.

Yours faithfully,

By order of the Board

Beijing Capital Land Ltd.

Zhong Beichen

President

- 52 -

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION

The audited consolidated financial statements of the Group for each of the three years ended 31 December 2016, 2017 and 2018, and the unaudited consolidated financial information of the Group for the six months ended 30 June 2019 are disclosed in the following documents which have been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://www.bjcapitalland.com.cn):

Annual report of the Company for the year ended 31 December 2016 published on 9 March 2017 (pages 85 to 240)
(https://www1.hkexnews.hk/listedco/listconews/sehk/2017/0309/ltn20170309344.pdf)
Annual report of the Company for the year ended 31 December 2017 published on 13 March 2018 (pages 85 to 276)
(https://www1.hkexnews.hk/listedco/listconews/sehk/2018/0313/ltn20180313025.pdf)
Annual report of the Company for the year ended 31 December 2018 published on 21 March 2019 (pages 92 to 264)
(https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0321/ltn20190321971.pdf)
Interim report of the Company for the six months ended 30 June 2019 published on 26 August 2019 (pages 41 to 254)
(https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0826/ltn20190826395.pdf)

2. INDEBTEDNESS

As at the close of business on 31 October 2019, being the latest practicable date for the purpose of ascertaining the indebtedness of the Group prior to the printing of this prospectus, the Group had aggregate outstanding borrowings of approximately RMB95,623,479,000 comprising:

Outstanding bank borrowings of approximately RMB53,268,614,000, among which RMB6,281,887,000 were secured by properties and the land use rights, RMB3,921,484,000 were secured by certain relevant properties under development and RMB43,065,243,000 were unsecured;
Other borrowings of approximately RMB3,273,325,000, among which RMB2,900,000,000 were secured by account receivables, and RMB373,325,000 were unsecured;
Corporate bonds of approximately RMB39,081,540,000.

As at 31 October 2019, the Group provided a guarantee amounted to RMB357,000,000 for a long term borrowing of a subsidiary of a joint venture.

- I-1 -

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

As at 31 October 2019, the Group provided an irrevocable and joint and several guarantee expiring in May 2020 in respect of a long-term borrowing of RMB750,000,000 borrowed by a subsidiary of a joint venture from AVIC Trust Co., Ltd. in March 2018.

As at 31 October 2019, the Group provided guarantees amounted to RMB7,768,638,000 to secure repayments obligations of mortgage loan for certain customers.

As at 31 October 2019, lease liabilities of the Group was amounted to RMB31,859,000.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities, the Group did not have at the close of business on 31 October 2019, any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptable credits, debentures, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities.

3. WORKING CAPITAL

Taking into account the net proceeds from the Rights Issue, its presently available financial resources, cash flow from operation and the existing banking facilities available to the Group, the Directors after due and careful enquiry are of the opinion that the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of publication of this prospectus in the absence of unforeseeable circumstances.

4. NO MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2018, being the date to which the latest published audited consolidated financial statements of the Group were made up.

5. FINANCIAL AND TRADING PROSPECTS

Looking forward, ''Housing for Livelihood not Speculation'' (房住不炒) and ''City-based Segregated Policy Formulation and Implementation'' (一城一策、因城施策) shall continue to be the overarching themes of the property sector in China, that development in the sector shall remain in a relatively stable and orderly manner. Any substantial policy loosening sector-wide is unlikely in the foreseeable future. Under such market conditions, property developers with sound fundamentals and acting on prudent principles should be well-placed to achieve sustainable and quality growth. Notwithstanding the numerous challenges, there are also opportunities such as those in business re-modelling/upgrade and in creating new bright spots of profit potentials, and we expect exploration and initiatives for such opportunities would become market trend. The

- I-2 -

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

Group will continue to focus on maintaining stability in operation with prudent and orderly development as well as the core business objective of ''achieving quality growth''. To this end, we will adopt the following development strategies:

The Group will continue the strict implementation of our ''fast turnover'' strategy with the core product lines, namely the ''Tian Yue'' and ''Xi Rui'' series, as our primary focus. We will accelerate the flow of launch and delivery of projects to realize stable increase in contracted sales. We will also dedicate to enhance the evaluation and incentive systems on cash collection performance, to push for ongoing improvement in sell-through rate and sales proceeds collection rate.

The Group will focus on investing in the three core metropolitan areas of Beijing- Tianjin-Hebei, the Yangtze River Delta and the Guangdong-HongKong-Macao Greater Bay Area as well as key tier-2 cities with market potential, implementing a prudent and cautious investment strategy, and capitalizing on multiple and diverse channels such as synergy with Capital Group, primary and secondary land development linkage, strategic co- operation, cross-industrial synergies, and merger and acquisition, to secure high-quality resources through multiple and diverse channels and will increase acquisition in non- competing but strategically key resources projects.

The Group will press ahead the comprehensive implementation of ''BCL Made 2020'' by ongoing upgrade in business expertise such as, amongst others, product design, project development and property services, thereby enhancing our core competitive strength; we intend to speed up our turnover rate with full implementation of the so-called ''369 standard phase timespans'', and will also strive to revitalize our inventory, optimize our asset structure and increase asset value of our inventory. We will further strengthen the development of BCL's property management group to raise our level in property services and thereby beef up our presence in the property sector.

The Group may continue to explore its cultural and creative industrial property developments, high-tech industrial property developments and rental housing on collective land by leveraging on our own characteristics and strengths and devising a profitable business model, thereby creating new bright spots of profit potentials and complementing the acquisition of high-quality core resources with innovative businesses.

The Group aims to build a multi-dimensional, diversified financial platform in pursuing high-quality financing resources. We'll closely monitor the direct financing opportunities from the capital markets and further optimize capital structure should such plans continually enhance our shareholders' value. Leveraging on our strong corporate background and edge in credit, we will seek to expand our financing channels, reinforce our strength in financing channels and costs, thereby ensuring financial risks would be adequately covered and managed.

- I-3 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

For illustrative purpose only, set out below is the unaudited pro forma consolidated net tangible assets of the Group (the ''Unaudited Pro Forma Financial Information'') as if Rights Issue has been completed on 30 June 2019. Although reasonable care has been exercised in preparing the Unaudited Pro Forma Financial Information, Shareholders who read the information below should bear in mind that these figures are inherently subject to adjustments and, because of its hypothetical nature, may not give a true picture of the Group's financial position had the Rights Issue been completed as at 30 June 2019 or any future dates.

UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS OF THE GROUP

The following unaudited pro forma statement of adjusted net tangible assets of the Group (the ''Unaudited Pro Forma Financial Information'') has been prepared by the Directors in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited to illustrate the effect of the Rights Issue as if it had taken place on 30 June 2019.

The Unaudited Pro Forma Financial Information is prepared based on the unaudited consolidated net tangible assets attributable to owners of the Company as at 30 June 2019, as extracted from the published interim report of the Group for the six months ended 30 June 2019 with adjustments described below.

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only, and because of its hypothetical nature, it may not give a true picture of the consolidated net tangible assets of the Group as at 30 June 2019 or at any future dates following the Rights Issue.

	Unaudited			Unaudited pro
	consolidated net			forma adjusted
	tangible assets of			net tangible assets
	the Group			of the Group
	attributable to			attributable to	Unaudited pro forma adjusted net
	owners of the	Estimated net	owners of the	tangible assets of the Group
	Company as at	proceeds from the	Company after	attributable to owners of the Company
	30 June 2019	Rights Issue	completion of the	per Share after completion of the
	(Note 1)	(Note 2)	Rights Issue	Rights Issue
	RMB million	RMB million	RMB million	RMB (Note 3)		HKD (Note 4)
Based on Rights Issue of
1,513,980,000 Shares at
net Subscription Price
set out in Note 2 below	32,261		2,492		34,753		7.65	8.51

- II-1 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Notes:

The unaudited consolidated net tangible assets of the Group attributable to owners of the Company as at 30 June 2019 is extracted from the unaudited balance sheet of the Group as at 30 June 2019 as set out in the published interim report of the Group for the six months ended 30 June 2019, which is based on the unaudited consolidated net assets of the Group attributable to owners of the Company as at 30 June 2019 of RMB32,274 million, after deducting the Group's intangible assets attributable to the owners of the Company of RMB13 million as at 30 June 2019.
The estimated net proceeds from the Rights Issue in an aggregate amount of approximately RMB2,492 million are based on the estimated proceeds set out below and after deduction of the underwriting fees and other related expenses of approximately RMB53 million.
The estimated proceeds of approximately HK$954 million (equivalent to approximately to RMB858 million) from the H Share Rights Issue are based on the number of H Rights Shares of 510,378,000 to be issued at the Subscription Price of HK$1.87 per H Rights Share.
The estimated proceeds of approximately HK$335 million (equivalent to approximately RMB301 million) from the Non-H Foreign Share Rights Issue are based on the number of Non-H Foreign Rights Shares of 178,999,150 to be issued at the Subscription Price of HK$1.87 per Non-H Foreign Rights Share.
The estimated proceeds of approximately RMB1,386 million (equivalent to approximately HK$1,542 million) from the Domestic Share Rights Issue are based on the number of Domestic Rights Shares of 824,602,850 to be issued at the Subscription Price of RMB1.68 per Domestic Rights Share.
The unaudited pro forma adjusted net tangible assets of the Group attributable to owners of the Company per Share after completion of the Rights Issue is arrived at after the adjustments referred to in the preceding paragraphs and on the basis that 4,541,940,000 Shares, which represents 3,027,960,000 shares in issue as at 30 June 2019 and 1,513,980,000 Rights Shares, were in issue assuming that the Rights Issue have been completed on 30 June 2019.
For the purpose of the unaudited pro forma statement of adjusted net tangible assets, the translation of HK$ to RMB was at rate of HK$1 to RMB0.89897.
No adjustment has been made to the unaudited pro forma adjusted net tangible assets per Share to reflect any trading results or other transactions of the Group entered into subsequent to 30 June 2019.

- II-2 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

INDEPENDENT REPORTING ACCOUNTANT'S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

To the Directors of Beijing Capital Land Ltd.

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Beijing Capital Land Ltd. (the ''Company'') and its subsidiaries (collectively the ''Group'') by the directors for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted net tangible assets of the Group as at 30 June 2019, and related notes (the ''Unaudited Pro Forma Financial Information'') as set out on pages II-1 to II-2 of the Company's prospectus dated 24 December 2019, in connection with the proposed rights issue of the Company. The applicable criteria on the basis of which the directors have compiled the Unaudited Pro Forma Financial Information are described on page II-1 to II-2.

The Unaudited Pro Forma Financial Information has been compiled by the directors to illustrate the impact of the proposed rights issue on the Group's financial position as at 30 June 2019 as if the proposed rights issue had taken place at 30 June 2019. As part of this process, information about the Group's financial position has been extracted by the directors from the Group's unaudited financial information for the six months ended 30 June 2019, on which no audit or review report has been published.

Directors' Responsibility for the Unaudited Pro Forma Financial Information

The directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and with reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars (''AG 7'') issued by the Hong Kong Institute of Certified Public Accountants (''HKICPA'').

Our Independence and Quality Control

We have complied with the independence and other ethical requirement of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

Our firm applies Hong Kong Standard on Quality Control 1 issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

- II-3 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Reporting Accountant's Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the HKICPA. This standard requires that the reporting accountant comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of unaudited pro forma financial information included in a prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the proposed rights issue at 30 June 2019 would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

. The related pro forma adjustments give appropriate effect to those criteria; and

. The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant's judgment, having regard to the reporting accountant's understanding of the nature of the company, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

- II-4 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated;
such basis is consistent with the accounting policies of the Group; and
the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1)of the Listing Rules.

PricewaterhouseCoopers Zhong Tian LLP

Shanghai, the People's Republic of China

24 December 2019

- II-5 -

APPENDIX III	GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This prospectus, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this prospectus misleading.

2. SHARE CAPITAL

The registered capital of the Company as at the Latest Practicable Date was RMB3,027,960,000, which has been fully paid or credited as fully paid by the Shareholders.
The issued share capital of the Company as at the Latest Practicable Date was, and immediately following completion of the Rights Issue (assuming no new Shares are issued by the Company between the Latest Practicable Date and the Record Date) will be as follows:
As at the Latest Practicable Date:

	Number of
	Shares
Domestic Shares	1,649,205,700
Non-H Foreign Shares	357,998,300
H Shares	1,020,756,000
Total	3,027,960,000
Rights Shares to be issued upon completion of the Rights Issue:

	Number of
	Rights Shares
Domestic Rights Shares	824,602,850
	(Note 1)
Non-H Foreign Rights Shares	178,999,150
	(Note 2)
H Rights Shares	510,378,000
	(Note 3)
Total	1,513,980,000

- III-1 -

APPENDIX III	GENERAL INFORMATION

Enlarged share capital of the Company upon completion of the Rights Issue:

	Number of
	Shares
Domestic Shares	2,473,808,550
	(Note 1)
Non-H Foreign Shares	536,997,450
	(Note 2)
H Shares	1,531,134,000
	(Note 3)
Total	4,541,940,000

Notes:

Assuming the Domestic Share Rights Issue becomes unconditional and the Domestic Rights Shares are fully subscribed for and no further Domestic Shares are issued by the Company. Each Domestic Share has a par value of RMB1.00 each.
Assuming the Non-H Foreign Share Rights Issue becomes unconditional and the Non-H Foreign Rights Shares are fully subscribed for and no further Non-H Foreign Shares are issued by the Company. Each Non-H Foreign Share has a par value of RMB1.00 each.
Assuming the H Share Rights Issue becomes unconditional and the H Rights Shares are fully subscribed for and no further H Shares are issued by the Company. Each H Share has a par value of RMB1.00 each.

The Rights Shares, when allotted and fully paid, will rank pari passu in all respects, including the rights to dividends, voting and return of capitals with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment of the Rights Shares in their fully-paid form.

No Shares have been issued since 31 December 2018, being the date on which the latest audited financial statements of the Group were made up. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants or convertible securities which confer rights to subscribe for or affect the Shares. No capital of any member of the Group is under option, or agreed conditionally or unconditionally to be put under option as at the Latest Practicable Date.

As at the Latest Practicable Date, there was no arrangement under which future dividends were waived or agreed to be waived.

- III-2 -

APPENDIX III	GENERAL INFORMATION

3. DIRECTORS', SUPERVISORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY

As at the Latest Practicable Date, none of the Directors, Supervisors and the chief executive of the Company or their associates had any interests or short positions in the shares or underlying shares of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules (for this purpose, the relevant provisions of the SFO will be interpreted as if they applied to the Supervisors).
As at the Latest Practicable Date, Capital Group was directly interested in 1,649,205,700 Domestic Shares in the Company, representing approximately 54.47% of the Company's total issued share capital (as disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO). As at the Latest Practicable Date, Mr. Li Songping and Mr. Su Jian had directorships or senior management roles in Capital Group. Save as disclosed herein, as at the Latest Practicable Date, none of the other Directors or any proposed director of the Company was a director or employee of a company which had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO.
As at the Latest Practicable Date, none of the Directors had a service contract with any member of the Group which does not expire or is not terminable by such member of the Group within one year without payment of compensation (other than statutory compensation).
As at the Latest Practicable Date, none of the Directors had direct or indirect material interest in any assets which have been, since 31 December 2018 (being the date to which the latest published audited financial statements of the Company were made up), acquired or disposed of by or leased to or by or proposed to be acquired or disposed of by or leased to or by any member of the Group.
There is no contract or arrangement subsisting at the date of this prospectus in which any of the Directors is materially interested and which is significant in relation to the business of the Group.

- III-3 -

APPENDIX III	GENERAL INFORMATION

4. SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS

As at the Latest Practicable Date, the following persons (not being a Director or chief executive of the Company), so far as are known to any Director, had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

						Appropriate percentages			Appropriate percentages
		Number of Shares			in relevant class of shares (%)			in total issued share capital (%)
		directly and								Aggregate				Aggregate
Name of Shareholders		indirectly held	Class of shares		Direct interests	Indirect interests	interests	Direct interests	Indirect interests	interests

Capital Group		1,649,205,700	Non-listed Shares	82.17		-	82.17		54.47	-	54.47
		(Note 1)			(long position)
Beijing Rong Tong Zheng He	357,998,300	Non-listed Shares		-	17.83			17.83		-	11.82		11.82
Investment Management		(Note 1 & 2)					(long position)
Company Limited*
(北京融通正和投資管理
有限公司)
Guoda Limited	357,998,300	Non-listed Shares		-	17.83			17.83		-	11.82		11.82
		(Note 3)					(long position)
China Resource Products	357,998,300	Non-listed Shares	13.71		4.12			17.83		9.09	2.73		11.82
Limited		(Note 4)			(long position)	(long position)
Yieldwell International	82,762,100	Non-listed Shares	4.12		-	4.12		2.73	-	2.73
Enterprise Limited						(long position)						(long position)
Reco Pearl Private Limited	121,814,000	H Shares	11.93		-	11.93		4.02	-	4.02
						(long position)						(long position)
Recosia China Pte Ltd.	121,814,000	H Shares		-	11.93			11.93		-	4.02		4.02
		(Note 5)					(long position)					(long position)
Recosia Pte. Ltd.	121,814,000	H Shares		-	11.93			11.93		-	4.02		4.02
		(Note 6)					(long position)					(long position)
Government of Singapore	121,814,000	H Shares		-	11.93			11.93		-	4.02		4.02
Investment Corporation		(Note 7)					(long position)					(long position)
(Realty) Pte. Ltd.

Notes:

1,649,205,700 Shares are directly held by Capital Group. As at the Latest Practicable Date, China Resource Products Limited is held as to 31.53% by Beijing Sunshine Real Estate Comprehensive Development Company* (北京陽光房地產綜合開發公司), which in turn is wholly-owned by Capital Group. Accordingly, Capital Group is not deemed to be interested in 275,236,200 Shares held through China Resource Products Limited and 82,762,100 Shares held through China Resource Products Limited and Yieldwell International Enterprise Limited pursuant to the SFO.
275,236,200 Shares are deemed corporate interests pursuant to the SFO indirectly held through Guoda Limited and China Resource Products Limited. 82,762,100 Shares are deemed corporate interests pursuant to the SFO indirectly held through Guoda Limited, China Resources Products Limited and Yieldwell International Enterprise Limited.
275,236,200 Shares are deemed corporate interests pursuant to the SFO indirectly held through China Resource Products Limited. 82,762,100 Shares are deemed corporate interests pursuant to the SFO indirectly held through China Resources Products Limited and Yieldwell International Enterprise Limited.
82,762,100 Shares are deemed corporate interests pursuant to the SFO indirectly held through Yieldwell International Enterprise Limited.
121,814,000 Shares are deemed corporate interests pursuant to the SFO indirectly held through Reco Pearl Private Limited.

- III-4 -

APPENDIX III	GENERAL INFORMATION

121,814,000 Shares are deemed corporate interests pursuant to the SFO indirectly held through Reco Pearl Private Limited and Recosia China Pte Ltd.
121,814,000 Shares are deemed corporate interests pursuant to the SFO indirectly held through Reco Pearl Private Limited, Recosia China Pte Ltd. and Recosia Pte Ltd.

Save as disclosed, so far as is known to the Directors, there is no person (other than a Director or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

5. DIRECTORS' AND SUPERVISORS' INTERESTS IN CONTRACTS AND ASSETS

As at the Latest Practicable Date, there were no contracts or arrangements in which a Director or a Supervisor was materially interested and significant in relation to the business of the Group. As at the Latest Practicable Date, none of the Directors or Supervisors has, directly or indirectly, any interest in any assets which have since 31 December 2018 (being the date to which the latest published audited accounts of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

6. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors nor their respective associates was interested in any business apart from the Group's business which competes or is likely to compete, either directly or indirectly, with the Group's businesses pursuant to the Listing Rules.

7. LITIGATION

As at the Latest Practicable Date, neither the Company nor any members of the Group was engaged in any litigation or claims of material importance and no litigation or claims of material importance was known to the Directors to be pending or threatened against any members of the Group.

8. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or Supervisors had entered into any service contract with the Company or any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

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APPENDIX III	GENERAL INFORMATION

9. EXPERT AND CONSENT

The following is the qualification of the expert who has given its opinion which is contained in this prospectus:

Name	Qualification
PricewaterhouseCoopers Zhong Tian LLP	Certified Public Accountants

As at the Latest Practicable Date, PricewaterhouseCoopers Zhong Tian LLP has given and has not withdrawn its written consent to the issue of this prospectus with the inclusion of its report and references to its name in the form and context in which they appear in this prospectus.

As at the Latest Practicable Date, PricewaterhouseCoopers Zhong Tian LLP did not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group and did not have any interest, either directly or indirectly, in any assets which have been, since 31 December 2018 (being the date to which the latest published audited consolidated financial statements of the Group were made up), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

10. MATERIAL CONTRACTS

The Group had entered into the following material contracts (not being a contract entered into in the ordinary course of the Group's business) within the two years immediately preceding the date of this prospectus:

the acquisition agreement dated 13 March 2018 entered into between Tianjin Xingtai Jihong Real Estate Co., Ltd.* (天津興泰吉鴻置業有限公司), a wholly- owned subsidiary of the Company, and Tianjin Metro (Group) Company Limited* (天津市地下鐵道集團有限公司) in relation to the acquisition of the 51% equity interest in Tianjin TJ-Metro MTR Construction Company Limited* (天津城鐵港鐵建設有限公司) for a total consideration of RMB1,831,000,000;
the amended non-competition deed dated 10 October 2018 entered into between the Company and Beijing Capital Grand Limited, replacing the non-competition deed dated 28 June 2016;
the asset transaction agreement dated 25 October 2019 entered into between the Company and Bantex Investments Limited, in relation to the disposal of 50% equity interests in Beijing Tiancheng Yongyuan Investment Management Co., Ltd.* (北京天城永元置業有限公司) through public tender in China Beijing Equity Exchange for a total consideration of RMB3,025,130,808;

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APPENDIX III	GENERAL INFORMATION

the letter of undertaking dated 17 May 2019 entered into between Beijing Capital Group Co., Ltd.* (北京首都創業集團有限公司) and the Company in relation to the underwriting of the underwritten shares by Beijing Capital Group Co., Ltd.* (北京首都創業集團有限公司) (or its subsidiary) under the H Share Rights Issue at the Subscription Price;
the placing agreement dated 9 December 2019 entered into between the Company, China International Capital Corporation Hong Kong Securities Limited, The Hongkong and Shanghai Banking Corporation Limited, CMB International Capital Limited and Silk Road International Capital Limited, in relation to the placing of the Placing Shares to the Independent Third Party(ies) on a best effort basis and several (but not joint or joint and several) basis; and
the underwriting agreement dated 9 December 2019 entered into between the Company, BCG Chinastar International Investment Limited, CMB International Capital Limited, The Hongkong and Shanghai Banking Corporation Limited and Silk Road International Capital Limited in relation to the underwriting arrangement in respect of the H Share Rights Issue at the Subscription Price.

11. CORPORATE INFORMATION AND PARTIES INVOLVED IN THE RIGHTS ISSUE

Registered office	Room 3071, 3/F Office, Block 4,
	No. 13 Kaifang East Road,
	Huairou District,
	Beijing, PRC
Principal place of business	F17, Red Goldage,
in the PRC	No. 2, Guang Ning Bo Street,
	Beijing, PRC
Principal Place of business	Suites 4602-05,
in Hong Kong	One Exchange Square, Central, Hong Kong
Authorised representatives	Mr. Zhong Beichen
	F17, Red Goldage,
	No. 2, Guang Ning Bo Street,
	Beijing, PRC
	Mr. Lee Sze Wai (CPA, ACS, ACIS)
	Suites 4602-05,
	One Exchange Square, Central, Hong Kong
Company secretary	Mr. Lee Sze Wai (CPA, ACS, ACIS)
	Suites 4602-05,
	One Exchange Square, Central, Hong Kong

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APPENDIX III	GENERAL INFORMATION

Underwriters	CMB International Capital Limited
	45/F, Champion Tower,
	3 Garden Road,
	Central, Hong Kong
	The Hongkong and Shanghai Banking
	Corporation Limited
	Level 24, HSBC Main Building,
	1 Queen's Road Central,
	Hong Kong
	Silk Road International Capital Limited
	Room 2906, 29/F, Two IFC,
	No. 8 Finance Street,
	Central, Hong Kong
	BCG Chinastar International Investment
	Limited
	首創華星國際投資有限公司
	2702-3, 27/F,
	Bank of East Asia Harbour View Centre,
	56 Gloucester Road,
	Wan Chai, Hong Kong
Placing Agents	China International Capital Corporation Hong
	Kong Securities Limited
	29/F One International Finance Centre,
	1 Harbour View Street,
	Central, Hong Kong
	CMB International Capital Limited
	45/F, Champion Tower,
	3 Garden Road,
	Central, Hong Kong
	The Hongkong and Shanghai Banking
	Corporation Limited
	Level 24, HSBC Main Building,
	1 Queen's Road Central,
	Hong Kong
	Silk Road International Capital Limited
	Room 2906, 29/F, Two IFC,
	No. 8 Finance Street,
	Central, Hong Kong

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APPENDIX III	GENERAL INFORMATION

Legal advisors to the Company in	As to Hong Kong Laws
relation to the Rights Issue	Norton Rose Fulbright Hong Kong
	38/F Jardine House, 1 Connaught Place,
	Central, Hong Kong
	As to PRC Laws
	JunZeJun Law Offices
	11F, Jinbao Tower, 89 Jinbao Street,
	Dongcheng District, Beijing 10005, PRC
Auditor and reporting accountant	PricewaterhouseCoopers Zhong Tian LLP
	Certified Public Accountants
	11/F PricewaterhouseCoopers Center
	Link Square 2, 202 Hu Bin Road
	Huangpu District, Shanghai
	PRC
H Share Registrar	Computershare Hong Kong Investor Services
	Limited
	Shops 1712-1716,
	17th Floor, Hopewell Centre,
	183 Queen' s Road East, Wanchai
	Hong Kong
Principal bankers	China Construction Bank
	Agricultural Bank of China
	China Merchants Bank
	Bank of China
	Bank of Communications
	Industrial and Commercial Bank of China
	Industrial Bank
	The Hong Kong and Shanghai Banking
	Corporation
	SPD Bank

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APPENDIX III	GENERAL INFORMATION

12. PARTICULARS OF DIRECTORS,	SUPERVISORS AND SENIOR
MANAGEMENT
(a) Name and address of Directors, Supervisors and senior management
Name	Residential or business address
Non-Executive Director
Mr. Li Songping	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Executive Directors
Mr. Zhong Beichen	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Mr. Li Xiaobin	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Mr. Hu Weimin	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Mr. Fan Shubin	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Non-Executive Director
Mr. Su Jian	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Independent Non-Executive Directors
Mr. Li Wang	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Mr. Wong Yik Chung, John	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Mr. Liu Xin	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC

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APPENDIX III	GENERAL INFORMATION

Name	Residential or business address
Supervisors
Mr. Deng Wenbin	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Ms. Tang Yanan	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Mr. Jiang Hebin	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Senior Management
Mr. Li Xuhua	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Mr. Xu Kai	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC
Ms. Qin Yi	F17, Red Goldage, No. 2,
	Guang Ning Bo Street, Beijing, PRC

Profiles of Directors, Supervisors and senior management Chairman and non-executive Director

Li Songping (李松平), aged 57, was appointed as non-executive Director in February 2016 and was appointed as Chairman of the Company in August 2016. Mr. Li is a senior economist and senior accountant. Mr. Li joined Capital Group in March 2006, and has served as a member of standing party committee, director and deputy general manager, and held the position of deputy party secretary, director and general manager of Capital Group since November 2015. Mr. Li has also served as a non-executive director of Capital Grand from February 2016 to December 2016. Prior to joining Capital Group, Mr. Li worked at State-owned 761 Factory from August 1984 to March 1995, successively served as the deputy director and the director of the finance department, and became the accountant and assistant of Finance Section, deputy plant manager since 1994. From March 1995 to April 1996, he was the deputy director of Electronics Industry Office of the People's Government of Beijing Municipality. From April 1996 to July 1997, he was the director and the general accountant of Beijing Jingzhi Electronics Co., Ltd. From July 1997 to March 2000, he was the director and the general accountant of Beijing Electronic Information Industry (Group) Co., Ltd. From March 2000 to March 2006, he was the director, the general accountant and

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APPENDIX III	GENERAL INFORMATION

member of standing committee of Beijing Electronics Holdings Co., Ltd. Mr. Li obtained a Master's degree in Management from Changchun University of Science and Technology in 2009.

Executive Directors

Zhong Beichen (鍾北辰), aged 44, was appointed as executive Director of the Company in April 2018, and was appointed as President of the Company in April 2018. Mr. Zhong served as architect of the Planning and Design Institute of the Department of Light Industry of the PRC from June 1996 to May 2000. Mr. Zhong served as architect of Beijing Sunshine Real Estate Comprehensive Development Company from May 2000 to December 2002, served as sales manager of Beijing Heng Yang Hualong Real Estate Co. from December 2001 to December 2003, Ltd, and served as deputy general manager of Beijing Anhua Shiji Real Estate Development Co., Ltd., a subsidiary of the Company, deputy general manager of the Commercial Property Development Department of Beijing Sunshine City Real Estate Development Co., Ltd., and general manager of the Product R&D Centre of the Company from December 2003 to May 2010 successively. Mr. Zhong served as vice president of Outlets Investment Management Limited from June 2010 to August 2011. Mr. Zhong served as Assistant President and general manager of Real Estate Development Department, Vice President and general manager of Real Estate Development Department from September 2011 to December 2013. Mr. Zhong was appointed as executive director and chief executive officer of Capital Grand from January 2014 to January 2017 and was appointed as Vice President of the Company from Jan 2017 to April 2018. He was appointed as executive director and chairman of the board of Capital Grand since January 2017. Mr. Zhong obtained his Bachelor's degree in Architecture from Xiamen University in 1996.

Li Xiaobin (李曉斌), aged 49, was appointed as executive Director of the Company in June 2017 and served as the Party Committee Secretary of the Company since May 2017. Mr. Li joined Capital Group in April 2003 and served as a staff member, deputy general manager and general manager of human resources department of Capital Group from April 2003 to October 2013. Mr. Li served as the secretary of the board of directors of Capital Group from August 2007 to May 2017 and also the head of the board office of Capital Group from August 2013 to April 2017. He was also the general manager of collaborative development department of Capital Group from January 2014 to December 2016. Prior to joining Capital Group, Mr. Li served as secretary of the president office, chief secretary, deputy head of the president office and branch party committee secretary of China National Packaging Import & Export Corporation from August 1992 to March 2001; deputy head of general office, secretary to the board, manager of human resources department, human resources and administration director, assistant to the chairman of the board of Zhuojing Investment Holdings Co., Ltd. from March 2001 to July 2002; administrative director of Beijing Junshi Investment Holdings Group Co., Ltd. from July 2002 to October 2002; human resources and administrative director of Beijing Dadi Investment Co., Ltd. from

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APPENDIX III	GENERAL INFORMATION

October 2002 to January 2003; and head of human resources and administration office of Stellar Megamedia Co., Ltd. from January 2003 to April 2003. Mr. Li obtained a Bachelor of Arts degree from Peking University in July 1992 and a Master's degree in Public Administration from Peking University in July 2012.

Hu Weimin (胡衛民), aged 54, was appointed as executive Director of the Company in April 2018, and was appointed as Vice President of the Company since December 2008. From 1988 onwards, Mr. Hu served in Beijing Shougang Corporation, China Shougang International Trade & Engineering Corp. and Beijing Certified Public Accountants Co. Ltd. successively, mainly engaged in technological management, investment management and investment consultancy. He joined Capital Group in 1999 as the manager of the investment banking department of Beijing Guanwei Investment Management and Consultancy Company. Mr. Hu joined the Company in 2003, and was appointed as Assistant President of the Company in January 2007. Mr. Hu served as Secretary of the Board of Directors from August 2007 to March 2016. Mr. Hu obtained his master degree in engineering from Northeastern University in 1988.

Fan Shubin (范書斌), aged 50, was appointed as executive Director of the Company in April 2018, and was appointed as Vice President and Chief Financial Officer in October 2016. Mr. Fan served as the head of the Accounting Department of China Nonferrous Metals Industry Technology Development Company Limited from August 1992 to February 1995. He served as the manager of the Financial Department of China Rare Earth Development Company from March 1995 to April 2002. He joined Capital Group in May 2002 and served as the general manager of the Financial Management Department of Beijing Capital Co., Ltd., deputy general manager of the Planning and Financial Department and the general manager of the Financial Management Department of Capital Group. He served as Supervisor of the Company from December 2011 to October 2016. He obtained a Bachelor's degree in Accounting of Industrial Enterprises from North China University of Technology in July 1991 and an MBA degree from Guanghua School of Management, Peking University in July 2000.

Non-executive Director

Su Jian (蘇健), aged 46, was appointed as non-executive Director of the Company in August 2016. Mr. Su is an engineer. Mr. Su joined Capital Group since July 2004, and served as an assistant to the general manager of Beijing Arkgarden Real Estate Development Company Limited, the senior manager of the Real Estate Operations Management Department, general manager of the Investment Development Department, deputy general manager of the Operations Management Department, and deputy general manager of the Real Estate Department of Capital Group; and has been the general manager of the Real Estate Department of Capital Group since June 2014. Mr. Su has served as a non- executive director of Capital Grand from December 2016 to May 2018. Prior to joining Capital Group, Mr. Su served as person in charge of Infrastructure Department of the Sanlian Group in Jinan, Shandong, the person in charge of

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APPENDIX III	GENERAL INFORMATION

infrastructure projects of Sanlian Urban Construction Co., Ltd. in Jinan, Shandong, the real estate project manager of Sanlian Urban Construction Co., Ltd. in Jinan, Shandong respectively from July 1995 to May 2002. Mr. Su graduated from the Department of Construction Engineering at Yantai University in July 1995, and received an MBA degree from the School of Economics and Management of Tsinghua University in July 2004.

Independent Non-executive Directors

Li Wang (李旺), aged 55, was appointed as an independent non-executive Director of the Company in December 2014. Mr. Li is a professor and a mentor for doctoral students in the School of Law of Tsinghua University, and a director of both Beijing Law Society and Chinese Society of International Law. From April 1993 to March 1994, Mr. Li has served as an assistant lecturer in the School of Law of Kyoto University in Japan. Mr. Li has been a lawyer in Sakamoto Law Firm in Japan, Oh-Ebashi LPC & Partners in Japan and J&R Law Firm in Beijing since April 1994 to November 1997 successively. Since November 1997, Mr. Li has been a lecturer, associate professor and a mentor for doctoral students in the School of Law of Tsinghua University. From October 2000 to October 2015, Mr. Li has been a lawyer in the TCHHF Law Firm in Beijing. Mr. Li has been a lawyer in the Tian Tai Law Firm in Beijing since October 2015. Mr. Li has been an external supervisor of Agricultural Bank of China since June 2015. Mr. Li obtained his Bachelor degree in Laws from China University of Political Science and Law in 1986, Master degree in Laws from Kyoto University in Japan in 1990, and Doctoral degree in Laws from Kyoto Sangyo University in Japan in 2005.

Wong Yik Chung, John (黃翼忠 ), aged 52, has been appointed as independent non-executive Director in April 2016. Mr. Wong obtained his bachelor degree in Economics from the University of Melbourne, Australia in 1991. Mr. Wong is a fellow member of Hong Kong institute of Certified Public Accountants and a fellow member of Australian Society of Certified Practicing Accountants. He also obtained a PRC Certificate of Independent Directorship in 2011. Mr. Wong was the assistant audit manager and the audit manager of PricewaterhouseCoopers from January 1992 to January 1996. Mr. Wong was the senior manager of Ernst & Young Global Limited from January 1996 to June 1998. He was the director of Vantage & Associates from July 1998 to December 1999. Mr. Wong was the director of Deloitte & Touche Corporate Finance Limited from January 2001 to March 2003. He was the director and senior consultant of Vantage Group and TMF Group from February 2003 to June 2010. Mr. Wong has been the director of Vantage Capitals Ltd. since January 2011, Mr. Wong served as the independent non-executive director of Golden Resources Development International Limited (Stock Code: 677) from September 2004 to August 2015, Beijing North Star Company Limited (Stock Code: 588) from May 2009 to May 2015, General Steel Holdings Inc. (New York Stock Exchange stock code: GSI) from August 2005 to July 2015, Western Securities Co., Ltd. (西部證券股份有限公司) (SZSE Stock Code: 002673) from December 2007 to December 2014, Biosino Bio-Technology and Science Incorporation (Stock Code: 8247) from March 2011 to December

- III-14 -

APPENDIX III	GENERAL INFORMATION

2015, and Yang Guang Co., Ltd. (陽光新業地產股份有限公司) (SZSE Stock Code: 000608) from November 2008 to March 2016. Mr. Wong was appointed as the independent non-executive director of Perfect Optronics Limited (Stock Code: 8311) with effect from January 2014 and EcoGreen International Group Limited (Stock Code: 2341) with effect from June 2004 and Long Ji Tai He Holding Limited (Stock Code: 1281) with effect from October 2015 and Mining Industry Co.,Ltd. (Stock Code: 03833) with effect from May 2019.

Liu Xin (劉昕), aged 49, was appointed as independent non-executive Director of the Company in December 2017. Mr. Liu is a professor and a PhD tutor of the Institute of Public Organisation and Human Resources at the School of Public Administration and Policy in Renmin University of China, and he is also a researcher at the Institute of Development and Strategy in Renmin University of China. During 1987 to 1997, he studied in the School of Labour and Human Resources in Renmin University of China and was the first student in the PRC who obtained a Doctorate in Labour Economics (Human Resources Stream). He has been teaching in Renmin University of China since his graduation in 1997. From August 1998 to July 1999, Mr. Liu served as a visiting tutor at Ghent University in Belgium. From August 2009 to July 2010, Mr. Liu served as a senior visiting tutor of the Fulbright Program at Harvard University in the US. From September 2011 to January 2012, Mr. Liu served as a postgraduate course professor of Gerald R. Ford School of Public Policy, University of Michigan in the US. From 2003 to 2013, he served as a chief expert and senior partner of Beijing Boom HR Consulting Co,. Ltd to participate in the management and operation of the company. Mr. Liu is currently a deputy chairman and chief secretary of China's Association of Human Resource Management Teaching and Practicing, a senior technical titles review expert of Ministry of Human Resources and Social Security of the PRC, a member of Performance Assessment Committee of State Administration of Taxation. Mr. Liu was appointed as the independent non-executive director of Sinic Holdings (Group) Company Limited (Stock Code: 2103) with effect from November 2019.

Supervisors

Deng Wenbin (鄧文斌), aged 42, was appointed as Supervisor of the Company in April 2018. Mr. Deng joined Capital Group in October 2013 and served as the deputy general manager of the Strategic Planning Department from October 2013 to June 2016. Mr. Deng was the general manager of Corporate Management Department from June 2016 to April 2017. Since April 2017, Mr. Deng became the general manager of Strategic Planning Department. Since September 2019, Mr. Deng became the Director of Strategic of Capital Group,The Director of promote Scientific and Technological Innovation Office and Group Spokesman, Prior to joining Capital Group, Mr. Deng was a staff member of China Siwei Surveying and Mapping Technology Co., Ltd from July 1999 to July 2000. He worked as a translator at Beijing Chuansi Technology Co., Ltd. from July 2000 to September 2001. Mr. Deng served as a staff member and the deputy general manager of the Financing and Constructing Department of Beijing Infrastructure

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APPENDIX III	GENERAL INFORMATION

Investment Co., LTD from July 2004 to May 2008. He was the deputy chief engineer of Beijing Transportation Development & Research Center from May 2008 to April 2011, during which time he was seconded to the Infrastructure Office of the Beijing Municipal Commission of Development and Reform from September 2006 to May 2010, and subsequently to the Enterprise Reform Department of the State-owned Assets Supervision and Administration Commission of the Beijing Municipal People's Government from June 2010 to April 2011. Mr. Deng served as the deputy research officer of the Enterprise Reform Department of the State-owned Assets Supervision and Administration Commission of the Beijing Municipal People's Government from April 2011 to October 2013. Mr. Deng obtained his master's degree in Road and Railway Engineering from School of Civil Engineering of Beijing Jiaotong University.

Jiang Hebin (蔣和斌), aged 49, was appointed as Supervisor of the Company in December 2011. Mr. Jiang served as a project budget engineer of Beijing Central Iron & Steel Research Institute, a senior supervisor of the Planning and Consultation Department of China Energy Conservation Investment Corporation, and a budget engineer of Beijing Sunshine Real Estate Development Comprehensive Development Company from 1993 to 2002. He joined the Company in December 2002 and served as a tendering supervisor of the Department of Operation Management, a contractual budget manager, assistant to general manager and deputy general manager of Beijing Anhua Shiji Real Estate Development Company Limited, and a senior professional manager and the general manager of the Cost Control Center successively. Mr. Jiang served as the general manager of the Risk Control Center of the Company from January 2011 to July 2014. Mr. Jiang is the general manager of the Strategic Procurement Center of the Company from July 2014 to February 2017. Mr. Jiang is the general manager of Beijing Lize Financial Business District Holdings Company since October 2016. Mr. Jiang was appointed as the safety officer of the Company from November 2017 to February 2019. Mr. Jiang obtained a Bachelor degree in Works Pricing Management from Jiangxi University of Science and Technology in 1993 and obtained a Master degree in Management Science and Engineering from the Graduate University of Chinese Academy of Sciences in 2007.

Tang Yanan (湯亞楠 ), aged 38, was appointed as Supervisor of the Company in July 2018. Ms. Tang is an intermediate accountant. Ms. Tang joined Capital Group since February 2006 and had served as head of accounting of the Accounting Information Department of Beijing Capital Co., Ltd., accountant and assistant to general manager of the Financial Management Department of Capital Group, and served as deputy general manager of the Financial Management Department of Capital Group since January 2017. Ms. Tang served as Supervisor of the Company from November 2016 to April 2018. Prior to joining Capital Group, Ms. Tang served as an auditor of Beijing Jingdu Certified Public Accountants from August 2003 to February 2006. Ms. Tang obtained a Bachelor's degree in Management from the School of Business Administration of the Jingdezhen Ceramic Institute, Jiangxi Province in 2003 and a Master of Science from Hong Kong Baptist University in 2013.

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APPENDIX III	GENERAL INFORMATION

Senior Management

Li Xuhua (李旭華), aged 43, was appointed as Vice President in January 2017. Mr. Li was a civil engineer of Beijing Urban Construction and Construction Engineering Co., Ltd. from July 1998 to November 2000, and a service manager of Beijing Vanke Enterprise Co., Ltd. customer service center form November 2000 to March 2004. Mr. Li joined the Company in April 2004 and served as senior manager of Marketing Department, assistant general manager of Brand Marketing Center of the Company, assistant general manager and deputy general manager of Chongqing Company and deputy general manager and general manager of Qingdao Company and deputy general manager of Shanghai Company successively. He was appointed as the Assistant President since May 2016. Mr. Li obtained a bachelor's degree in engineering from Harbin University of Architecture in 1998.

Xu Kai (徐鍇), aged 44, was appointed as Vice President of the Company in January 2018. Mr. Xu served in Zhongxie Shenzhen Investment Company Limited and engaged in investment management from July 1997 to October 1998. Mr. Xu served as a property consultant at WorldUnion Property Consultancy Co., Ltd. from October 1998 to September 2001. He later served as a marketing manager at Beijing Vantone Real Estate Co., Ltd from September 2001 to June 2005. Mr. Xu joined the Company in June 2005 and had served as the specialized manager and senior manager of Investment Management Center, senior manager of the Brand Marketing Center and the project manager of the Wanning Project of the Company successively. Mr. Xu served as the general manager of Strategic Investment Center of the Company since July 2014. He also served as the general manager of the Operation Management Center of the Company from September 2015 to May 2016. Mr. Xu also served as the general manager of Shenzhen Company from June 2016 to February 2017 and from July 2017 to October 2018. He was appointed as the Assistant President of the Company from June 2016 to January 2018. He was also appointed as the general manager of Beijing Capital Land Guangdong-HongKong-Macao Area Co., Ltd.. Mr. Xu obtained a bachelor's degree in Economics from Wuhan University in 1997.

Qin Yi (秦怡), aged 41, was appointed as Secretary of the Board of Directors since March 2016. Ms. Qin served in the financial department of Beijing Saike Pharmaceutical Co., Ltd. from 2000 to 2001. Ms. Qin joined the Company in July 2004 and served as a professional supervisor of business development department, senior manager of Strategy Development Centre, assistant general manager and deputy general manager of Capital Management Centre respectively. Ms. Qin has served as general manager of Capital Management Centre since February 2014, and Ms. Qin also served as a non-executive director of Capital Grand since December 2018. Ms. Qin obtained a Bachelor degree in Economics from China Institute of Finance and Banking in 2000 and a Master degree in Economics from School of Economics from Peking University in 2004.

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APPENDIX III	GENERAL INFORMATION

13. EXPENSES

The expenses in relation to the Rights Issue (including the placing fee, underwriting fee, printing, registration, legal, accounting and documentation charges) are estimated to be approximately HK$60 million, and will be payable by the Company.

14. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES

A copy of this prospectus, together with copies of the PAL and the written consent referred to in the paragraph headed ''Expert and Consent'' in this appendix have been delivered to the Registrar of Companies in Hong Kong for registration as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong Kong).

15. LEGAL EFFECT

The Prospectus Documents and all acceptance of any offer or application contained in such documents are governed by and shall be construed in accordance with the laws of Hong Kong. Where an application is made in pursuance of any such documents, the relevant document(s) shall have the effect of rendering all persons concerned bound by the provisions (other than the penal provisions) of Sections 44A and 44B of the Companies (Winging Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong Kong), so far as applicable.

16. RESTRICTION AFFECTING REMITTANCE OF PROFIT AND CAPITAL

A significant part of the Group's turnover and operating expenses are denominated in RMB, which is currently not a freely convertible currency. The PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. Under the PRC existing foreign exchange regulations, the foreign exchange disbursements under certain current account items can be paid with self-owned foreign exchange or foreign exchange bought from designated financial institutions for foreign exchange operations without prior approval from PRC foreign exchange administrative department by complying with certain procedural requirements. However, for the foreign exchange disbursements under capital account items (such as the repayment of foreign debts and foreign investments), which are required to be registered with or approved by the competent bank or governmental authority according to applicable PRC laws and regulations, such registration or approval shall be obtained before paying the foreign exchange disbursements with self-owned foreign exchange or foreign exchange bought from designated financial institutions for foreign exchange operations.

Save as disclosed above, the Directors are not aware of any other restriction affecting the remittance of profits or repatriation of capital of the Group into Hong Kong from outside Hong Kong.

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APPENDIX III	GENERAL INFORMATION

MISCELLANEOUS
1. The company secretary of the Company is Mr. Lee Sze Wai. Mr. Lee is a member of The Hong Kong Institute of Chartered Secretaries.
2. The registered office of the Company is located at Room 3071, 3/F Office, Block 4, No. 13 Kaifang East Road, Huairou District, Beijing, PRC.
3. The headquarter of the Company is at F17, Red Goldage, No. 2, Guang Ning Bo Street, Beijing, PRC.
4. The H Share Registrar of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
5. The English text of this prospectus shall prevail over the Chinese text in the case of inconsistency.
DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business in Hong Kong of the Company at Suites 4602-05, One Exchange Square, Central, Hong Kong during normal business hours up to and including the date which is 14 days from the date of this prospectus:

the articles of association of the Company;
the material contracts referred to in the section headed ''material contracts'' in this appendix;
the annual reports of the Company for the financial years ended 31 December 2016, 2017 and 2018, and the interim report of the Company for the six months ended 30 June 2019;
the report on the unaudited pro forma financial information of the Group from PricewaterhouseCoopers Zhong Tian LLP, the text of which is set out in Appendix II to this prospectus;
the written consent referred to in the paragraph headed ''Expert and Consent'' in this appendix;
circular of the Company dated 21 October 2019;
the Circular; and
this prospectus.

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Beijing Capital Land Limited published this content on 24 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 December 2019 06:20:02 UTC

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Sinochem Jinmao Property Management Co., Ltd won the bid and entered into an agreement to acquire Beijing Capital Property Services Limited from Beijing Capital Land Ltd. for CNY 450 million.	22-06-16	CI
Beijing Capital Mulls $500 Million Sale of Waste Recycling Unit in Singapore	21-11-25	MT
Beijing Capital Land Ltd. Reports Earnings Results for the Nine Months Ended September 30, 2021	21-10-29	CI
Beijing Capital Grand : Says it Will Remain Listed Despite Privatization, Delisting of Parent Firm	21-09-30	MT
Beijing Capital Land : Delists from Hong Kong Bourse Following Go-Private Deal's Completion	21-09-30	MT
Beijing Capital Land Ltd.(SEHK:2868) dropped from S&P Global BMI Index	21-09-24	CI
Beijing Capital City Development Group Co., Ltd. completed the acquisition of 30.94% stake in Beijing Capital Land Ltd. from Reco Pearl Pte Ltd and others.	21-09-22	CI
Beijing Capital Land : August Contracted Sales Hit Over $654 Million	21-09-08	MT
Beijing Capital Land Ltd. Announces Sales Results for the Month and Year to Date Ended August 2021	21-09-07	CI
Beijing Capital Land : $681 Million Privatization Wins Support from Shareholder Reco Pearl	21-08-25	MT
Market Chatter: Beijing Capital Land's Parent Mulls $1 Billion Sale of New Zealand Waste Management Unit	21-08-12	MT
Beijing Capital Land : Books Contracted Property Sales Worth $353 Million in July	21-08-10	MT
Beijing Capital Land Ltd. Announces Sales Results for the Month and Year to Date Ended July 2021	21-08-09	CI
Beijing Capital Land : Hires Somerley Capital to Advise on $681 Million Go-Private Bid	21-08-05	MT
Beijing Capital Land Ltd. Reports Earnings Results for the Second Quarter Ended June 30, 2021	21-08-04	CI
Beijing Capital Land Ltd. Provides Earning Guidance for the Six Months Ended 30 June 2021	21-07-30	CI
Beijing Capital Land : Wins Nod to Delay Distribution of Document on $681 Million Go-Private Deal	21-07-30	MT
Beijing Capital Land : Capital Land Agrees to Go-Private Offer by Controlling Shareholder	21-07-12	MT
Beijing Capital City Development Group Co., Ltd. entered into the merger agreement to acquire a 30.94% stake in Beijing Capital Land Ltd. from Reco Pearl Pte Ltd and others for HKD 3.8 billion.	21-07-08	CI
Beijing Capital Land : Books Total Property Sales of $1.5 Billion in June	21-07-06	MT
Beijing Capital Land Ltd. Announces Sales Results for the Month and Year to Date Ended June 2021	21-07-05	CI
Beijing Capital Land Ltd Announces Board Changes	21-06-25	CI
Beijing Capital Land : Unit Forms Joint Venture to Develop Properties in Beijing	21-06-25	MT
Beijing Capital Land Ltd. Announces Executive Changes	21-06-07	CI

	1st Jan change	Capi.
CHINA RESOURCES LAND LIMITED	+17.32%	29.15B
SUN HUNG KAI PROPERTIES LIMITED	-5.15%	27.94B
MITSUI FUDOSAN CO., LTD.	+26.23%	26.02B
DLF LIMITED	+16.84%	24.95B
MITSUBISHI ESTATE CO., LTD.	+40.97%	22.49B
CHINA OVERSEAS LAND & INVESTMENT LTD.	+20.06%	22.19B
EMAAR PROPERTIES	-4.42%	18.48B
POLY DEVELOPMENTS AND HOLDINGS GROUP CO., LTD.	+13.13%	16.73B
HENDERSON LAND DEVELOPMENT COMPANY LIMITED	+9.98%	16.19B

Beijing Capital Land Ltd.

Equities

2868

CNE100000239

Real Estate Development & Operations

Latest news about Beijing Capital Land Ltd.

Chart Beijing Capital Land Ltd.

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Sector Other Real Estate Development & Operations