DaFa Properties : VOLUNTARY ANNOUNCEMENT CHANGE IN SHAREHOLDING STRUCTURE OF A SUBSTANTIAL SHAREHOLDER IN THE COMPANY

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

DaFa Properties Group Limited

大 发 地 產 集 团 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6111)

VOLUNTARY ANNOUNCEMENT

CHANGE IN SHAREHOLDING STRUCTURE OF A SUBSTANTIAL

SHAREHOLDER IN THE COMPANY

The Company has been informed by Mr. Ge Yiyang that, on 26 August 2020, he completed the Transfer of his shareholding interests in the Company, pursuant to which Mr. Ge Yiyang transferred the entire issued share capital of Glorious Villa, being a company wholly-owned by him, to the Trust Company, which in turn is wholly-owned by the Trust established by him.

This is a voluntary announcement made by the Company.

THE TRANSFER

The Company has been informed by Mr. Ge Yiyang, an executive Director and the chairman of the Board, that, on 26 August 2020, he completed the Transfer, pursuant to which Mr. Ge Yiyang transferred the entire issued share capital of Glorious Villa, being a company wholly-owned by him immediately before the Transfer, to the Trust Company at nil consideration. The Trust Company is a company wholly-owned by the Trust established by Mr. Ge Yiyang as settlor for the benefits of the family members of Mr. Ge Yiyang.

1

SHAREHOLDING STRUCTURE

The interests in voting rights of the Company of Mr. Ge Yiyang and persons acting in concert with him immediately before and after the Transfer are as follows:

		Number of issued		Number of issued
		Shares (and		Shares (and
		approximate		approximate
		percentage holding)		percentage holding)
		beneficially owned		beneficially owned
Persons/entities having an	immediately prior		immediately after
interest in the Company	to the Transfer		the Transfer
He Hong	120,000,000 (14.49%)	120,000,000 (14.49%)
Mr. Ge Hekai
- through Splendid Sun	360,000,000 (43.48%)	360,000,000 (43.48%)
Mr. Ge Yiyang
- through Glorious Villa (Note 1)	120,000,000 (14.49%)		-
The Trust (Note 2)
- through Glorious Villa (Note 1)	-	120,000,000 (14.49%)
Total shareholding of Mr. Ge Yiyang and
parties acting in concert with him (Note 3)	600,000,000 (72.47%)	600,000,000 (72.47%)

Notes:

1. The entire issued share capital of Glorious Villa was owned by Mr. Ge Yiyang prior to the Transfer. After the Transfer, Glorious Villa is wholly-owned by the Trust Company.
2. The Trustee will hold the trust assets of the Trust in its capacity as trustee of the Trust.
3. Pursuant to a deed of act-in-concert, each of the ultimate controlling shareholders (namely, Mr. Ge Hekai (father of Mr. Ge Yiyang), Ms. Jin Linyin (mother of Mr. Ge Yiyang), Mr. Ge Heming (uncle of Mr. Ge Yiyang) and Mr. Ge Yiyang) had agreed to, consult each other and reach a unanimous consensus among themselves on such matters being the subject matters of any shareholders' resolution, prior to putting forward such resolution to be passed at any shareholders' meeting of the members of the Group or their respective predecessors during the period when they (by themselves or together with their associates) remain in control of the Group, and they have confirmed that they have historically voted on such resolutions in the same way since 1 January 2015 or the date when they became interested in any member of the Group, whichever is earlier. As such, each of them together with their respective holding companies (being Splendid Sun, Sound Limited, Shade (BVI), Glorious Villa and He Hong) are all deemed to be interested in the total Shares directly and indirectly held by Splendid Sun, Sound Limited, Shade (BVI), Glorious Villa and He Hong.

The establishment of the Trust and the Transfer are solely for Mr. Ge Yiyang's family wealth planning purpose, and the ultimate controlling shareholders of the Company, being collectively, Mr. Ge Hekai, Mr. Ge Yiyang, Mr. Ge Heming, Ms. Jin Linyin, Splendid Sun, Sound Limited, Shade (BVI), Glorious Villa and He Hong, and their respective interests in the Shares, remain unchanged.

2

The Directors consider that the Transfer will not have any impact on the financial position and operations of the Company.

DEFINITIONS

Unless the context requires otherwise, the following terms have the following meanings in this announcement:

"Board"

"Company"

"Director(s)"

"Glorious Villa"

"Group"

"He Hong"

"HK$"

"persons acting in concert"

"Shade (BVI)"

"Share(s)"

"Sound Limited"

board of Directors

DaFa Properties Group Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 6111)

director(s) of the Company

Glorious Villa Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, a controlling shareholder of the Company which is directly wholly-owned by Mr. Ge Yiyang immediately before the Transfer

the Company and its subsidiaries

He Hong Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, which is indirectly owned as to 73%, 21%, 5% and 1% by Mr. Ge Hekai, Mr. Ge Yiyang, Ms. Jin Linyin and Mr. Ge Heming, respectively

Hong Kong dollars, the lawful currency of Hong Kong

has the meaning ascribed to it under the Takeovers Code

Shade (BVI) Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, a controlling shareholder of the Company which is directly wholly-owned by Ms. Jin Linyin

ordinary share(s) with a nominal value of HK$0.001 each in the share capital of the Company

Sound Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, a controlling shareholder of the Company which is directly wholly-owned by Mr. Ge Heming

3

"Splendid Sun"

"Takeovers Code"

"Transfer"

"Trust"

"Trust Company"

"Trustee"

"%"

Hong Kong, 26 August 2020

Splendid Sun Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, a controlling shareholder of the Company which is directly wholly-owned by Mr. Ge Hekai

the Hong Kong Code on Takeovers and Mergers

a transfer by Mr. Ge Yiyang of the entire issued share capital of Glorious Villa, being a company wholly-owned by him, to the Trust Company

a discretionary trust established by Mr. Ge Yiyang, as settlor, in the Cayman Islands on 26 August 2020 with the Trustee being its trustee and the beneficiaries being certain family members of Mr. Ge Yiyang

a company incorporated under the laws of the British Virgin Islands with limited liability and wholly-owned by the Trust as at the date of this announcement

a Cayman Islands incorporated company acting as the trustee of the Trust

per cent

By order of the Board

DaFa Properties Group Limited

GE Yiyang

Chairman

As at the date of this announcement, the Board comprises Mr. Ge Yiyang, Mr. Liao Lujiang, Mr. Chi Jingyong and Mr. Yang Yongwu as the executive Directors, and Mr. Gu Jiong, Mr. Sun Bing and Mr. Fok Ho Yin Thomas as the independent non-executive Directors.

4