If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Greenland Hong Kong Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

GREENLAND HONG KONG HOLDINGS LIMITED

綠地香港控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 337) CONNECTED TRANSACTIONS Appointment of connected persons as contractors for construction works in respect of the Group's property development projects Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.

A letter from the Board is set out on pages 9 to 30 of this circular.

A letter from the Independent Board Committee containing its recommendations to the Independent Shareholders is set out on pages 31 to 32 of this circular.

A letter from Octal Capital containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 33 to 61 of this circular.

A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). The completion and return of a form of proxy will not preclude you from attending and voting at the EGM in person.

1 December 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . 31 LETTER FROM OCTAL CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 APPENDIX - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . APP-1 NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM-1

In this circular and the appendix to it, unless the context otherwise requires, the following terms and expressions shall have the meanings set out below:

"associate(s)" has the meaning as ascribed to it under the Listing Rules

"Board" the board of Directors

"close associate(s)" has the meaning as ascribed to it under the Listing

Rules

"Company" Greenland Hong Kong Holdings Limited (綠地香港控 股有限公司), a company incorporated with limited liability in the Cayman Islands whose ordinary shares are listed on the Stock Exchange (stock code: 337)

"connected person(s)" has the meaning ascribed to it under the Listing Rules "Construction Projects" collectively, the Wuxi Project, the Guangxi Project, the

Haikou West A-01 Project, the Haikou East A-13 Project, the Haikou East C-01 Project, the Haikou East A-13 (Bid-section 1) Project, the Haikou East A-13 (Bid-section 2) Project, the Haikou East A-13 Painting Project, the Haikou West A-01 Earth and Stone Works Project, the Haikou West A-01 Foundation Excavation Protection Project, the Haikou West A-01 Pile Foundation Project, the Haikou West A-01 Pile Foundation Testing Project, the Haikou West A-01 Painting Project, the Haikou 802 Decoration Project and the Haikou 802 Painting Project, and a "Construction Project" means any one of them

"Contractor A" 上海綠地建築工程有限公司 (Shanghai Greenland Construction Engineering Co., Ltd.*), a company established in the PRC with limited liability owned as to 100% by Greenland Holdings

"Contractor Agreements" collectively, the Main Contractor Agreements, the

Haikou East C-01 Contractor Agreement, the Haikou East A-13 Contractor Agreement No.1, the Haikou East A-13 Contractor Agreement No.2, the Haikou East A-13 Contractor Agreement No.3, the Haikou West A-01 Contractor Agreement No.1, the Haikou West A-01 Contractor Agreement No.2, the Haikou West A-01 Contractor Agreement No.3, the Haikou West A-01 Contractor Agreement No.4, the Haikou West A-01 Contractor Agreement No.5, the Haikou 802 Contractor Agreement No.1 and the Haikou 802 Contractor Agreement No.2, and a "Contractor Agreement" means any one of them

"Contractor B" 江蘇省建築工程集團有限公司 (Jiangsu Construction Engineering Co., Ltd.*), a company established in the PRC with limited liability owned as to 55% by Greenland Holdings

"Contractors" collectively Contractor A and Contractor B, and a "Contractor" means any one of them

"Director(s)" director(s) of the Company

"EGM" the extraordinary general meeting of the Company to be held on 21 December 2017 for the purpose of approving the Contractor Agreements

"Gluon Xima" Gluon Xima International Limited, an indirectly wholly-owned subsidiary of Greenland Holdings and the immediate controlling shareholder of the Company holding approximately 59.07% of the issued share capital of the Company as at the Latest Practicable Date

"Greenland Group" Greenland Holdings and its subsidiaries (for the

purpose of this circular, excluding the Group)

"Greenland Haikou" 海口綠地鴻翔置業有限公司 (Haikou Hongxiang

Property Co., Ltd.*), a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company

"Greenland Holdings" Greenland Holdings Corporation Limited (綠地控股集

團股份有限公司), a company established under the laws of the PRC and listed on the Shanghai Stock Exchange (Stock Code: 600606.SH), and the controlling shareholder of the Company

"Greenland Yingcheng" 南寧綠地穎晟置業有限公司 (Nanning Greenland

Yingcheng Property Co., Ltd.*), a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company

"Group" the Company and its subsidiaries

"Guangxi Main Contractor Agreement"

the main contractor agreement dated 7 November 2017 entered into between Greenland Yingcheng and the Contractor B in relation to the construction works to be conducted for the Guangxi Project

Greenland Hong Kong Holdings Limited published this content on 30 November 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 November 2017 09:56:03 UTC.

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