Greenland Hong Kong : Connected Transactions-Appointment of Connected Persons as Contractors for Construction Works in Respect of the Group’s Property Development Projects

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.

綠地香港控股有限公司

(incorporated in the Cayman Islands with limited liability)

The Board is pleased to announce that:

1. Greenland Haikou, a wholly-owned subsidiary of the Company, proposes to enter into the Haikou West Main Contractor Agreement with the Contractor A, to appoint the Contractor A as the main contractor of the Haikou West A-01 Project;

2. Wuxi Guangcheng, a 90%-owned subsidiary of the Company, proposes to enter into the Wuxi Main Contractor Agreement with the Contractor B, to appoint the Contractor B as the main contractor of the Wuxi Project;

3. Greenland Yingcheng, a wholly-owned subsidiary of the Company, proposes to enter into the Guangxi Main Contractor Agreement with the Contractor B, to appoint the Contractor B as the main contractor of the Guangxi Project;

4. Greenland Haikou, a wholly-owned subsidiary of the Company, proposes to enter into the Haikou East C-01 Contractor Agreement with the Contractor A, to appoint the Contractor A as the contractor of the Haikou East C-01 Project;

1. Greenland Haikou, a wholly-owned subsidiary of the Company, proposes to enter into the Haikou East A-13 Contractor Agreement No.1 with the Contractor A, to appoint the Contractor A as the contractor of Haikou East A-13 (Bid-section 1) Project;

2. Greenland Haikou, a wholly-owned subsidiary of the Company, proposes to enter into the Haikou East A-13 Contractor Agreement No.2 with the Contractor A, to appoint the Contractor A as the contractor of the Haikou East A-13 (Bid-section 2) Project;

3. Greenland Haikou, a wholly-owned subsidiary of the Company, proposes to enter into the Haikou East A-13 Contractor Agreement No.3 with the Contractor A, to appoint the Contractor A as the contractor of the Haikou East A-13 Painting Project;

4. Greenland Haikou, a wholly-owned subsidiary of the Company, proposes to enter into the Haikou West A-01 Contractor Agreement No.1 with the Contractor A, to appoint the Contractor A as the contractor of the Haikou West A-01 Earth and Stone Works Project;

5. Greenland Haikou, a wholly-owned subsidiary of the Company, proposes to enter into the Haikou West A-01 Contractor Agreement No.2 with the Contractor A, to appoint the Contractor A as the contractor of the Haikou West A-01 Foundation Excavation Protection Project;

6. Greenland Haikou, a wholly-owned subsidiary of the Company, proposes to enter into the Haikou West A-01 Contractor Agreement No.3 with the Contractor A, to appoint the Contractor A as the contractor of the Haikou West A-01 Pile Foundation Project;

7. Greenland Haikou, a wholly-owned subsidiary of the Company, proposes to enter into the Haikou West A-01 Contractor Agreement No.4 with the Contractor A, to appoint the Contractor A as the contractor of the Haikou West A-01 Pile Foundation Testing Project;

8. Greenland Haikou, a wholly-owned subsidiary of the Company, proposes to enter into the Haikou West A-01 Contractor Agreement No.5 with the Contractor A, to appoint the Contractor A as the contractor of the Haikou West A-01 Painting Project;

9. Hainan Tianhong, a 50.1%-owned subsidiary of the Company, proposes to enter into the Haikou 802 Contractor Agreement No.1 with the Contractor A, to appoint the Contractor A as the contractor of the Haikou 802 Decoration Project; and

10. Hainan Tianhong, a 50.1%-owned subsidiary of the Company, proposes to enter into the Haikou 802 Contractor Agreement No.2 with the Contractor A, to appoint the Contractor A as the contractor of the Haikou 802 Painting Project.

As at the date of this announcement, Greenland Holdings and its associates indirectly hold an aggregate interest in 1,650,244,409 Shares, representing approximately 59.07% of the entire issued share capital and the voting rights of the Company. Contractor A and Contractor B are owned as to 100% and 55% by Greenland Holdings respectively. Accordingly, each of the Contractors is an associate of Greenland Holdings and a connected person of the Company.

As the highest applicable percentage ratio for the Contractor Agreements on an aggregate basis exceeds 5%, the Contractor Agreements constitute connected transactions for the Company subject to the reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Independent Board Committee, comprising all independent non-executive Directors, will be formed to advise the Independent Shareholders on, the fairness and reasonableness of the terms of the Contractor Agreements. Octal Capital Limited has been appointed as the independent financial adviser to make recommendations to the Independent Board Committee and the Independent Shareholders in respect of the same.

A circular containing, among others, details of the Contractor Agreements, a letter from the Independent Board Committee and a letter from the independent financial adviser (both advising on the terms of the Contractor Agreements), and a notice of EGM will be despatched to the Shareholders on or before 10 November 2017.

The principal terms of the Contractor Agreements are summarised as follows:

Parties: (i) Greenland Haikou as the principal

(ii) Contractor A as the main contractor

Subject matter: To undertake civil construction, electrical, plumbing and

drainage installation works and ancillary construction and engineering works in respect of the Haikou West A-01 Project as shown in the relevant construction drawings, and to provide quality control of the construction and the management services of the construction materials sub- contracting in respect of the Haikou West A-01 Project

Project location: The land parcel no.A-01 (Bid-section no.1-1) situated at

Cier Road on the east, Cijiu Road on the south, Ciyi Road on the west, Haiyu Avenue on the north, Meilan District, Haikou City, Hainan Province of the PRC (中國海南省海 口市美蘭區東至次二路、南至次九路、西至次一路、北 至海榆大道)

Estimated construction area:

Approximately 93,208 sq.m.

Estimated total contract sum:

RMB143,124,690.18 (Approximately HK$169,030,259),

subject to adjustment in accordance with relevant provisions in the Haikou West Main Contractor Agreement

Contract period: 549 calendar days Expected completion date: 27 June 2019