37e9a54a-e524-42b4-acbb-fcf18632a018.pdf

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

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for Shares.

GROUND PROPERTIES COMPANY LIMITED

廣澤地產有限公司

(incorporated in Bermuda with limited liability)

(Stock Code: 989) DESPATCH OF CIRCULAR IN RELATION TO
  1. VERY SUBSTANTIAL ACQUISITION
  2. CONNECTED TRANSACTION
  3. REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION
  4. ISSUE OF CONVERTIBLE BONDS AND CONVERTIBLE PREFERENCE SHARES, AND ISSUE OF SHARES UNDER SPECIFIC MANDATE
  5. INCREASE IN AUTHORISED SHARE CAPITAL AND
  6. AMENDMENT OF BYE-LAWS

Reference is made to the announcements of the Company dated 19 March 2015, 26 May 2015, 3 July 2015, 16 October 2015, 22 December 2015, 31 December 2015 and 31 March 2016 (the "Announcements") respectively in relation to the proposed Acquisition, which constitutes a very substantial acquisition, connected transaction and reverse takeover involving a new listing application of the Company. Terms used in this announcement shall have the same meaning as defined in the Announcements, unless the context otherwise requires.

The Listing Committee gave its approval in principle of the new listing application of the Company on 28 June 2016. On the same date, the Stock Exchange also conditionally granted waivers from strict compliance with Rules 8.12, 9.09(b), 10.07(1)(a) and 10.08 of the Listing Rules in respect of (i) sufficient management presence in Hong Kong, (ii) no dealing in the Shares prior to the completion of the Acquisition and (iii) restrictions on issue of further Shares and deemed disposal of Shares within six months of the completion of the Acquisition,

respectively. The circular containing, among other things, the details of the Acquisition, the recommendation from the Independent Board Committee and the letter of advice from Quam Capital Limited, the independent financial adviser (the "Independent Financial Adviser") to the Independent Board Committee and the Independent Shareholders (the "Circular") will be despatched to the Shareholders on 30 June 2016.

Independent Shareholders are encouraged to review the Circular carefully, in particular, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and the recommendation from the Independent Board Committee before deciding on whether or not to vote in favour of the resolutions in relation to the Acquisition, the proposed issue of Convertible Bonds and Convertible Preference Shares and the proposed issue of Shares under specific mandate, the proposed increase in authorised share capital and the proposed amendment of Bye-laws of the Company as well as other resolutions to be proposed at the SGM.

The completion of the Acquisition is subject to a number of conditions including but not limited to Independent Shareholders' approval, which may or may not be fulfilled. In the event any of the conditions are not fulfilled, the Sale and Purchase Agreement (as amended and supplemented by the Second Supplemental Agreement and the Extension Letter) will not become unconditional and the Acquisition will not proceed. SHAREHOLDERS AND POTENTIAL INVESTORS OF THE COMPANY SHOULD EXERCISE CAUTION WHEN DEALING IN THE SECURITIES OF THE COMPANY.

By Order of the Board

Ground Properties Company Limited Chai Xiu

Chairperson

Hong Kong, 30 June 2016

As at the date of this announcement, the executive Directors are Ms. Chai Xiu, Mr. Wang Guanghui and Mr. Huang Bingxing; and the independent non-executive Directors are Mr. Chan Yuk Tong, Mr. Mei Jianping and Mr.Wei Lidong.

Ground Properties Company Limited published this content on 30 June 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 June 2016 08:45:04 UTC.

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