Guorui Properties : DISCLOSEABLE TRANSACTION - DISPOSAL OF 90% EQUITY INTEREST IN THE TARGET 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.

GUORUI PROPERTIES LIMITED

國 瑞 置 業 有 限 公 司

(Incorporated in the Cayman Islands with limited liability

under the name of "Glory Land Company Limited (國瑞置業有限公司)" and carrying on business in Hong Kong as "Guorui Properties Limited")

(Stock Code: 2329)

DISCLOSEABLE TRANSACTION

DISPOSAL OF 90% EQUITY INTEREST IN THE TARGET COMPANY

THE DISPOSAL

The Board of the Company announces that, on August 7, 2020, Garden Group (an indirect wholly-owned subsidiary of the Company) entered into an equity transfer agreement with Xiaxi Business Management and the Target Company, pursuant to which Garden Group has agreed to sell and Xiaxi Business Management has agreed to purchase 90% equity interest in the Target Company. Upon the completion of the transaction, the Company will no longer hold any equity interest in the Target Company.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules but is exempted from the shareholders' approval requirement.

1. INTRODUCTION
   The Board of the Company announces that, on August 7, 2020, Garden Group (an indirect wholly-owned subsidiary of the Company) entered into an equity transfer agreement with Xiaxi Business Management and the Target Company, pursuant to which Garden Group has agreed to sell and Xiaxi Business Management has agreed to purchase 90% equity interest in the Target Company. Upon the completion of the transaction, the Company will no longer hold any equity interest in the Target Company.

- 1 -

1. EQUITY TRANSFER AGREEMENT Date
   August 7, 2020
   Parties
2. 1. Garden Group as vendor;
   2. Xiaxi Business Management as purchaser; and
   3. the Target Company.

Subject

90% equity interest in the Target Company

Consideration

The consideration for the Disposal is RMB540,000,000. The consideration was determined after arm's length negotiations between the parties, taking into account

1. the unaudited value of the net assets of the Target Company of approximately RMB575,359,000 as of June 30, 2020; (2) two exhibition halls and one logistics information building, which are the main assets of the Target Company, with a total floor area of 69,699.60 square meters and an estimated value of RMB591,000,000 as of June 30, 2020.

Payment

1. RMB260,127,700 shall be paid directly by Xiaxi Business Management to the Target Company, as the repayment of Target Company's receivables due from Garden Group on behalf of Garden Group;
2. The remaining balance of consideration of RMB279,872,300 shall be paid directly by Xiaxi Business Management to Garden Group.

Effectiveness

The Equity Transfer Agreement shall become effective on the date of signing.

- 2 -

1. INFORMATION ON THE TARGET COMPANY
   The Target Company is a company incorporated in the PRC with limited liabilities. As at the date of this announcement, Garden Group holds 90% equity interest in the Target Company. The scope of the principal business of the Target Company includes property leasing, property management and sales of household and construction materials.
   The financial information of the Target Company for the financial years ended December 31, 2018 and 2019 are set out below:

	Year ended	Year ended
	December 31, 2018	December 31, 2019
	(RMB)	(RMB)
Net profit before tax	51,482,723	27,914,830
Net profit after tax	38,572,451	20,929,030

As of June 30, 2020, the unaudited value of the net assets of the Target Company amounted to approximately RMB575,359,000.

Upon the disposal of the Target Company, Garden Group will no longer hold any equity interest in the Target Company, and the Target Company will not continue to be a subsidiary of the Company.

IV. FINANCIAL IMPLICATIONS OF THE DISPOSAL AND USE OF PROCEEDS

Based on the unaudited value of the net assets of the Target Company of approximately RMB575,359,000 as of June 30, 2020, it is estimated that the Company will realise a gain from the Disposal of approximately RMB22,176,900, being the difference between the consideration for the Disposal and the unaudited value of the net assets of the Target Company as of June 30, 2020. The net proceeds of the Disposal to be received by the Company are intended to be used for general working capital and repayment of the debt.

1. REASONS FOR AND BENEFITS OF THE DISPOSAL
   As a property developer, the Group has business operations in many main cities in the PRC and is principally engaged in property development. The Directors believe that the disposal of the Target Company, being a non-core business, which has relatively lower profit margin, will be beneficial for the Company to better utilize its strengths and resources to focus on further developing its principal businesses. Meanwhile, the Company understands that the Target Company will seek for a market-driven operating model, so as to further develop and grow its own business.
   The Directors of the Company (including independent non-executive directors) are of the view that the Disposal is on normal commercial terms or better, and the terms of the Equity Transfer Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole.

- 3 -

VI. GENERAL INFORMATION

The Company was incorporated in the Cayman Islands and is principally engaged in property development and investment in the PRC.

Garden Group is a company incorporated in the PRC with limited liabilities and an indirect wholly-owned subsidiary of the Company, which is principally engaged in real estate operation business.

Xiaxi Business Management is a company incorporated in the PRC with limited liabilities, the ultimate actual controller of which is Mr. Cai Peilin. It is principally engaged in business operation management, corporate management consulting, property leasing, hotel management, property management, business investment consulting and advertising business. After having made all reasonable enquiries, to the best of the Directors' knowledge, information and belief, Xiaxi Business Management and its ultimate beneficial owner are third parties independent of the Company and its connected persons.

VII. LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules but is exempted from the shareholders' approval requirement.

VIII. DEFINITIONS

In this announcement, the following terms shall have the following meanings:

"Board"	the board of Directors of the Company
"Company"	Guorui Properties Limited (國瑞置業有限公司), an
	exempted company with limited liability incorporated
	in the Cayman Islands under the name of "Glory Land
	Company Limited (國瑞置業有限公司)" and that carries
	on business in Hong Kong as "Guorui Properties Limited"
"connected person(s)"	has the meaning ascribed thereto in the Listing Rules
"Director(s)"	director(s) of the Company
"Disposal"	Garden Group transfers 90% equity interest in the Target
	Company to Xiaxi Business Management under the Equity
	Transfer Agreement
"Equity Transfer	An agreement entered into on August 7, 2020, among
Agreement"	Garden Group, Xiaxi Business Management and the
	Target Company, in relation to the transfer of 90% equity
	interest in the Target Company
	- 4 -

"Garden Group"	Shantou Garden Group Co., Ltd.* (汕頭花園集團有限
	公司), a company incorporated in the PRC with limited
	liabilities. It is an indirect wholly-owned subsidiary of
	the Company as at the date of this announcement and is
	principally engaged in real estate operation business
"Group"	the Company and subsidiaries of the Company
"Hong Kong"	Hong Kong Special Administrative Region of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"PRC"	the People's Republic of China, for the purpose of this
	announcement, excluding Hong Kong, Macau Special
	Administrative Region and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Target Company"	Shantou Glory Construction Materials and Household
	Exhibition Center Co., Ltd.* (汕頭國瑞建材家居博覽中
	心有限公司), a company incorporated in the PRC with
	limited liabilities. As at the date of this announcement,
	Garden Group holds 90% of its equity interest
"Xiaxi Business	Shantou Xiaxi Business Management Co., Ltd.* (汕頭市
Management"	厦浠商業管理有限公司), a company incorporated in the
	PRC with limited liabilities, which is principally engaged
	in business operation management, corporate management
	consulting, property leasing, hotel management, property
	management, business investment consulting and
	advertising business
"%"	percentage
	By order of the Board
	Guorui Properties Limited
	Zhang Zhangsun
	Chairman
PRC, August 7, 2020

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Zhang Zhangsun, Ms. Ruan Wenjuan, Ms. Zhang Jin, Mr. Lin Yaoquan, Ms. Dong Xueer and Mr. Li Bin as executive Directors and Mr. Luo Zhenbang, Mr. Lai Siming and Ms. Chen Jingru as independent non-executive Directors.

• For identification purpose only

- 5 -