Shenzhen Investment : Major Transaction Capital Contribution to Hengda Real Estate Group Company Limited Supplemental Agreement

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

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00604) MAJOR TRANSACTION CAPITAL CONTRIBUTION TO HENGDA REAL ESTATE GROUP COMPANY LIMITED SUPPLEMENTAL AGREEMENT Background

Reference is made to the announcement of Shenzhen Investment Limited (the "Company") dated 31 May 2017, in relation to the entering into of the Investment Agreement among the Subsidiary (an indirect wholly-owned subsidiary of the Company), Kailong Real Estate and Hengda Real Estate (both are subsidiaries of China Evergrande), pursuant to which the Subsidiary has agreed to contribute an amount of RMB5.5 billion to the capital of Hengda Real Estate in return for equity interest in Hengda Real Estate (the "First Announcement"), and the announcement of the Company dated 12 June 2017 in relation to the grant of waiver from strict compliance with Rule 14.41(a) of the Listing Rules. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the First Announcement.

Supplemental Agreement

The Board announces that on 28 June 2017 (after trading hours), the Subsidiary entered into a supplemental agreement to the Investment Agreement (the "Supplemental Agreement") with Kailong Real Estate, Hengda Real Estate and Mr. Hui Ka Yan (a director and controlling shareholder of China Evergrande) ("Mr. Hui"). Pursuant to the Supplemental Agreement, the parties thereto agreed to amend the terms of the Investment Agreement in relation to exit rights of the Subsidiary as disclosed in the First Announcement under the section headed "Investment Agreement - Exit rights". The exit rights of the Subsidiary after the amendments pursuant to the terms of the Investment Agreement are summarised as follows:

Exit rights

If the Proposed Reorganisation as contemplated under the Reorganisation Agreement is not completed by 31 January 2020 and the failure to complete is not caused by reasons attributable to the Subsidiary, the Subsidiary may within two months of the expiry of such deadline demand Kailong Real Estate to either:

1. buy back the entire equity interest in Hengda Real Estate held by the Subsidiary at the original amount of capital contributed by it, provided that Kailong Real Estate may choose not to buy back such equity interest from the Subsidiary, in which case, the Subsidiary will have the right to request Mr. Hui to buy back the entire equity interest held by the Subsidiary at the original amount of capital contributed by it ("Revised Buy-back Option"); or

2. transfer shares in Hengda Real Estate to the Subsidiary at nil consideration in accordance with the following formula as compensation:

Percentage of equity interest in Hengda Real Estate to be

transferred by Kailong Real Estate to the Subsidiary as compensation

Percentage of equity interest in Hengda Real Estate held by the Subsidiary on the

= signing of the compensation agreement (excluding any additional equity interest

acquired by the Subsidiary after the date of the Investment Agreement)

× 50%

Upon completion of the compensation procedures mentioned above, the Subsidiary will have the right to transfer its equity interest in Hengda Real Estate through listing-for-sale at property and share rights exchange or other means, with Kailong Real Estate or Mr. Hui having a right of first refusal to purchase such equity interest upon the same terms and conditions.

The Subsidiary's entitlement to dividend distribution of Hengda Real Estate for 2019 is unaffected by the exercise of the exit rights mentioned above.

Save for the amendments contained in the Supplemental Agreement as summarised above, all other terms and conditions of the Investment Agreement remain unchanged. The Supplemental Agreement was entered into by the parties thereto in consideration of their mutual agreement.

Reasons for and benefit of the Supplemental Agreement

The Directors are of the view that the Revised Buy-back Option, which requires Mr. Hui to buy back the entire equity interest held by the Subsidiary at the original amount of capital contributed by it in the case Kailong Real Estate chooses not to buy back such equity interest from the Subsidiary, provides better exit opportunity to the Subsidiary in the case the Proposed Reorganisation as contemplated under the Reorganisation Agreement does not materialised.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Kailong Real Estate, Hengda Real Estate and their ultimate beneficial owners (including Mr. Hui) are third parties independent of and not connected with the Company or its connected persons.

Listing Rules Implications

As no Shareholder is interested in the Investment Agreement as amended by the Supplemental Agreement and the transactions contemplated thereunder (including the Capital Contribution) and thus no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Investment Agreement as amended by the Supplemental Agreement and the transactions contemplated thereunder (including the Capital Contribution), and the Company has already obtained written approval of the Investment Agreement, Supplemental Agreement and the transactions contemplated under the Investment Agreement as amended by the Supplemental Agreement from Shum Yip Holdings Company Limited, a shareholder of the Company holding 4,610,751,918 issued shares in the Company (representing approximately 60.12% of the issued share capital of the Company). Pursuant to Rule 14.44 of the Listing Rules, the Company is exempted from the requirement to obtain Shareholders' approval of the Investment Agreement as amended by the Supplemental Agreement and the transactions contemplated thereunder (including the Capital Contribution) at a general meeting.

The expected dispatch date of the circular of the Company in relation to the Investment Agreement as supplemented by the Supplemental Agreement remains to be on or before 29 September 2017.

By order of the Board of

Shenzhen Investment Limited LU Hua

Chairman

Hong Kong, 29 June 2017

As at the date of this announcement, the Board comprises 9 Directors, of which Dr. LU Hua, Mr. HUANG Wei, Mr. MOU Yong and Mr. LIU Chong are the executive Directors, Dr. WU Jiesi and Mr. LIU Shichao are the non-executive Directors and Mr. LI Wai Keung, Mr. WU Wai Chung, Michael and Dr. WONG Yau Kar David are the independent non-executive Directors.