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.

XIWANG PROPERTY HOLDINGS COMPANY LIMITED

西王置業控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 2088)

CONTINUING CONNECTED TRANSACTIONS

RENEWAL OF FINANCIAL SERVICES FRAMEWORK

AGREEMENT

Reference is made to the announcement of the Company dated 27 October 2016 where it was announced that the Company entered into the Existing Financial Services Framework Agreement with Xiwang Finance for the provision of a range of financial services, including but not limited to deposit services, loan services and other financial services, by Xiwang Finance to the Company and the Qualified Entities.

As the Existing Financial Services Framework Agreement will expire on 30 November 2019, the Company entered into the Financial Services Framework Agreement with Xiwang Finance on 12 August 2019 to renew the provision of deposit services and loan services by Xiwang Finance to the Company and the Qualified Entities for a term commencing from the Effective Date to 30 November 2022. On the same day, Xiwang Group Company executed the Guarantee in favour of the Company to secure the performance of the obligations of Xiwang Finance under the Financial Services Framework Agreement.

As at the date of this announcement, Xiwang Investment is the controlling shareholder of the Company and is wholly owned by Xiwang Holdings. Xiwang Holdings is held as to 95% by Xiwang Hong Kong and Xiwang Hong Kong is in turn wholly-owned by Xiwang Group Company. As at the date of this announcement, Xiwang Group Company is the ultimate holding company of the Company, and hence Xiwang Finance, being a subsidiary of Xiwang Group Company, is a connected person of the Company, and the transactions contemplated under the Financial Services Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

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As all of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Proposed Annual Caps exceed 25%, the deposit services under the Financial Services Framework Agreement constitute non-exempt continuing connected transactions of the Company, which are subject to the reporting, announcement, independent shareholders' approval and annual review requirements under Chapter 14A of the Listing Rules.

The provision of loan services by Xiwang Finance to the Group under the Financial Services Framework Agreement will constitute financial assistance to be received by the Group from a connected person. As such services will be conducted on normal commercial terms which are no less favourable to the Group than those offered by independent third parties, and will not be secured by any assets of the Group, the loan services are exempt from independent shareholders' approval, annual review and all disclosure requirements under Rule 14A.90 of the Listing Rules.

The provision of the Guarantee by Xiwang Group Company to the Group will constitute financial assistance to be received by the Group from a connected person. As the Guarantee is provided on normal commercial terms or better and will not be secured by any assets of the Group, the provision of the Guarantee is exempt from the independent shareholders' approval, annual review and all disclosure requirements under Rule 14A.90 of the Listing Rules.

The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to the deposit services contemplated under the Financial Services Framework Agreement (including the Proposed Annual Caps). Titan Financial Services Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and Independent Shareholders in respect of the same.

The Company will convene a SGM to consider and approve the provision of deposit services under the Financial Services Framework Agreement. A circular containing, among other things, (i) further information on the deposit services contemplated under the Financial Services Framework Agreement; (ii) a letter from the Independent Financial Adviser; (iii) a letter from the Independent Board Committee; and (iv) the notice convening the SGM will be despatched to the Shareholders on or before 2 September 2019.

BACKGROUND

Reference is made to the announcement of the Company dated 27 October 2016 where it was announced that the Company entered into the Existing Financial Services Framework Agreement with Xiwang Finance for the provision of a range of financial services, including but not limited to deposit services, loan services and other financial services, by Xiwang Finance to the Company and the Qualified Entities.

2

As the Existing Financial Services Framework Agreement will expire on 30 November 2019, the Company entered into the Financial Services Framework Agreement with Xiwang Finance on 12 August 2019 to renew the provision of deposit services and loan services by Xiwang Finance to the Company and the Qualified Entities for a term commencing from the Effective Date to 30 November 2022.

FINANCIAL SERVICES FRAMEWORK AGREEMENT

  1. Principal terms

The principal terms of the Financial Services Framework Agreement are summarized below:

Date

:

12 August 2019

Parties

:

(a)

the Company; and

(b)

Xiwang Finance

Term

:

From the Effective Date to 30 November 2022

Scope of services

:

Xiwang Finance shall provide the Company and the

Qualified Entities with deposit services and loan

services, subject to the terms and conditions provided

in the Financial Services Framework Agreement.

The Parties shall enter into separate agreements in

respect of the transactions contemplated under the

Financial Services Framework Agreement and such

agreements shall be consistent with the terms and

principles set out in the Financial Services Framework

Agreement.

Fees and charges

:

(1)

Deposit services

The interest rates payable by Xiwang Finance to

the Group in respect of the deposit services shall

not be lower than (i) the relevant benchmark

interest rates set by the PBOC; and (ii) the

interest rates paid by other independent major

commercial banks in the PRC for comparable

services during the same period, and shall be in

compliance with the requirements set by the

PBOC.

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(2) Loan and financing services

The rates to be charged by Xiwang Finance for

the provision of loan and financing services to the

Group shall not be higher than (i) the relevant

benchmark interest rates set by the PBOC; and (ii)

the relevant rates charged by other independent

m a j o r c o m m e r c i a l b a n k s i n t h e P R C f o r

comparable loan and financing services during

the same period and shall be in compliance with

the requirements set by the PBOC.

Capital risk

:

Xiwang Finance undertakes to the Company that:

management

measures

(1) Xiwang Finance shall ensure the secure operation

of its funds management network and safety of

funds, control the asset-debt risks and satisfy the

payment requirements of the Company and the

Qualified Entities;

(2) Xiwang Finance shall ensure that it is in strict

compliance with the risk monitoring indicators

applicable for Xiwang Finance issued by the

CBRC and that its major regulatory indicators

such as asset-liability ratio and liquidity ratio will

also comply with the requirements of the CBRC

and other relevant laws and regulations;

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(3) If certain events that may threaten the safety of the deposits of the Company and the Qualified Entities as specified in the Financial Services Framework Agreement arise; or on occurrence of any other circumstances which may cause security concerns in relation to the safety of the deposits of the Company, Xiwang Finance shall give written notice to the Company within two business days and adopt effective measures to avoid or mitigate losses while the Company shall have the right to (i) require Xiwang Finance to explain the underlying reasons and offer the relevant measures to prevent, control and resolve the issues; (ii) in the event that Xiwang Finance defaults in its payment obligations, inform and request the board of Xiwang Group Company to adopt remedial measures and increase the capital fund of Xiwang Finance to settle such payment obligations; and/or (iii) suspend or terminate the

Financial Services Framework Agreement; and

(4) In respect of the deposits placed by the Company

and/or the Qualified Entities with Xiwang

Finance, in case of default or misuse or breach by

Xiwang Finance which renders the Company and/

or the Qualified Entities unable to recover the

deposits (including accrued interest) placed with

Xiwang Finance, the Company and/or the

Qualified Entities have the right to lawfully set

off such deposits (including accrued interest)

against the outstanding loans (including accrued

interest) extended by Xiwang Finance to the

Company and/or the Qualified Entities. However,

if the Company and/or the Qualified Entities fail

to repay the loans extended by Xiwang Finance

on time, Xiwang Finance does not have the right

to set off such outstanding loans due from the

Company and/or the Qualified Entities with the

deposits placed by the Company and/or the

Qualified Entities with Xiwang Finance.

Conditions

:

The Financial Services Framework Agreement shall

precedent

become unconditional upon:

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Xiwang Property Holdings Company Limited published this content on 12 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 August 2019 10:05:05 UTC