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New City Development Group Limited Capital/Financing Update 2017

May 5, 2017

49225_rns_2017-05-04_d57b1965-79f9-4957-a501-20084d5d3fb4.pdf

Capital/Financing Update

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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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States of America or elsewhere.

China Everbright International Limited has not intended and does not intend to register any securities referred to in this announcement under the United States Securities Act of 1933, as amended (the “US Securities Act”) and such securities may not be offered or sold in the United States of America absent registration under the US Securities Act or an applicable exemption from the registration requirements under the US Securities Act or any applicable state securities laws of the United States of America. Any public offering of securities in the United States of America will be made by means of a prospectus or offering memorandum that may be obtained from the issuer or selling security holder and that would contain detailed information regarding the issuer and its management, as well as financial statements. China Everbright International Limited does not intend to register any part of the offering in the United States of America or to conduct a public offering of securities in the United States of America.

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CHINA EVERBRIGHT INTERNATIONAL LIMITED 中國光大國際有限公司

(Incorporated in Hong Kong with limited liability) (Stock Code: 257)

PROPOSED SPIN-OFF AND SEPARATE LISTING OF THE GREENTECH BUSINESS ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED

GLOBAL OFFERING

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APPLICATION AND ALLOCATION OF THE GLOBAL OFFERING

Please refer to the announcement published by CEGL on its website at http://www.ebgreentech.com and the website of the Stock Exchange at http://www.hkexnews.hk on 5 May 2017 for information in respect of, among other things, the application and allocation of the Global Offering.

GLOBAL OFFERING AND OVER-ALLOTMENT OPTION

The Global Offering will comprise of the Hong Kong Public Offering and the International Offering. An aggregate of 560,000,000 Offer Shares (representing approximately 28% of the issued share capital of CEGL immediately before the Global Offering) will initially be made available under the Global Offering, of which 504,000,000 Offer Shares will be initially offered for subscription or purchase under the International Offering (which includes 56,000,000 Reserved Shares under the Preferential Offering), and 56,000,000 Offer Shares will initially be offered for subscription under the Hong Kong Public Offering.

The Company has granted to the International Underwriters, exercisable by the Joint Global Coordinators on behalf of the International Underwriters, an option to issue up to an aggregate of 84,000,000 CEGL Shares, representing approximately 15% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price under the International Offering to, among others, cover over-allocations in the International Offering, if any.

1. INTRODUCTION

The Company refers to the announcements made by it dated 10 November 2015, 8 June 2016, 29 March 2017, 30 March 2017, 12 April 2017, 13 April 2017, 21 April 2017 and 28 April 2017 (the “ Announcements ”) relating to the Proposed Spin-off. Unless otherwise defined herein, capitalized terms in this announcement have the same respective meanings given to them in the Announcements.

2. APPLICATION AND ALLOCATION OF GLOBAL OFFERING

Please refer to the announcement published by CEGL on its website at http://www.ebgreentech.com and the website of the Stock Exchange at http://www.hkexnews.hk on 5 May 2017 for information in respect of, among other things, the application and allocation of the Global Offering.

3. GLOBAL OFFERING AND OVER-ALLOTMENT OPTION

The Global Offering will comprise of the Hong Kong Public Offering and the International Offering. An aggregate of 560,000,000 Offer Shares (representing approximately 28% of the issued share capital of CEGL immediately before the Global Offering) will initially be made available under the Global Offering, of which 504,000,000 Offer Shares (which includes 56,000,000 Reserved Shares under the Preferential Offering), representing 90% of the total number of Offer Shares initially being offered under the Global Offering, will be initially offered for subscription or purchase under the International Offering. The remaining 56,000,000 Offer Shares, representing 10% of the total number of Offer Shares initially being offered under the Global Offering, will initially be offered for subscription under the Hong Kong Public Offering.

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The Company has granted to the International Underwriters, exercisable by the Joint Global Coordinators on behalf of the International Underwriters, an option to issue up to an aggregate of 84,000,000 CEGL Shares, representing approximately 15% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price under the International Offering to, among others, cover over-allocations in the International Offering, if any.

4. LISTING DATE

Assuming completion of the Global Offering takes place in accordance with the current timetable, dealings in the CEGL Shares are expected to commence on the Main Board of the Stock Exchange on 8 May 2017.

5. GENERAL

The Global Offering (including the Preferential Offering) is subject to, among other things, the obligations of the Underwriters under the Hong Kong Underwriting Agreement and the International Underwriting Agreement becoming unconditional and not having been terminated in accordance with the respective terms of the agreements. Accordingly, Shareholders and potential investors of the Company should be aware that there is no assurance that the Proposed Spin-off and the Listing will take place and, if so, when they may take place. Shareholders and potential investors of the Company should exercise caution when dealing in or investing in the securities of the Company. Shareholders and potential investors of the Company are recommended to consult their professional advisors if they are in any doubt about their position.

Further announcement(s) will be made by the Company in relation to the Proposed Spin-off, as and when appropriate.

By Order of the Board China Everbright International Limited Poon Yuen Ling Company Secretary

Hong Kong, 5 May 2017

As at the date of this announcement, the Board comprises: (i) five executive directors, namely Mr. Cai Yunge (Chairman), Mr. Chen Xiaoping (Chief Executive Officer), Mr. Wang Tianyi, Mr. Wong Kam Chung, Raymond and Mr. Cai Shuguang; (ii) a non-executive director, namely Mr. Tang Shuangning; and (iii) four independent non-executive directors, namely Mr. Fan Yan Hok, Philip, Mr. Mar Selwyn, Mr. Li Kwok Sing, Aubrey and Mr. Zhai Haitao.

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