Greenland Hong Kong : Major Transaction Acquisition of Properties

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes 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.

GREENLAND HONG KONG HOLDINGS LIMITED ၠή࠰ಥછٰϞࠢʮ̡

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 337)

MAJOR TRANSACTION ACQUISITION OF PROPERTIES

The Board is pleased to announce that on 18 April 2018, the Purchaser, an indirect wholly-owned subsidiary of the Company, was informed by the Exchange Centre that the Purchaser had won the bid submitted by it through an auction for the acquisition of the Properties at the Consideration.

As the highest Applicable Percentage Ratio for the Acquisition exceeds 25% but is less than 100%, the Acquisition constitutes a major transaction for the Company. The Acquisition is a "Qualified Property Acquisition" under Rule 14.04(10C) as (i) it involves an acquisition of governmental land in the PRC from a PRC Governmental Body through an auction governed by PRC laws; and (ii) it is undertaken by Company on sole basis in its ordinary course of business. Hence, the Acquisition is subject to the announcement and reporting requirements but is exempt from shareholder approval requirement under Chapter 14 of the Listing Rules.

A circular containing, among other things, further details of the Acquisition and the transactions contemplated thereunder will be despatched to the Shareholders in accordance with the Listing Rules for information purpose only on or before 10 May 2018.

PRINCIPAL TERMS OF THE CONFIRMATION LETTERS AND LISTING-FOR-SALE

On 18 April 2018, the Purchaser was informed by the Exchange Centre that the Purchase had won the bid submitted by it through an auction for the acquisition of the Properties. The principal terms of the Acquisition agreed between the Seller and the Purchaser are as follows:

Date of acceptance of bid submitted by the Purchaser:

18 April 2018

Parties

• (a) the Purchaser as purchaser

• (b) the Seller as seller

• (c) the Exchange Centre as the entity organising the auction

Information on the Properties

The parcels of land with lot numbers KCGD2017-6, KCGD2017-7, KCGD2017-8, KCGD2017-31 and KCGD2017-32 located at the Kunming City, Guandu District, Guanshang Street Office, Yunnan Province, the PRC (ʕ਷ථی޲׺׼̹֜ನਜᗫɪ൑༸፬ԫஈ) with a total site area of approximately 141,279.99 sq. m. and a plot ratio of more than 1 but less than 12 as well as a land use right of 70 years for urban residential land use and 40 years for business and hotel use.

Consideration and Payment Terms

The Consideration, namely approximately RMB3,425,536,800 (equivalent to approximately HK$4,280,893,339), was the bid price submitted by the Purchaser for the acquisition of the Properties, which was determined by the Purchaser with reference to the minimum bidding price stipulated by the auction, the expected bidding prices of the prospective bidders and the development potential of the Properties.

The Purchaser shall enter into the Confirmation Letter with the Exchange Centre within 3 business days from 18 April 2018, and shall enter into a land grant contract with the Seller within 10 business days from 18 April 2018.

A deposit of RMB1,712,790,000 (equivalent to approximately HK$2,140,372,143), being 50% of the Consideration, shall be paid within 30 days from the date of signing the Confirmation Letter and the balance of the Consideration shall be paid within 6 months from the date of signing the Confirmation Letter.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Board considers that the Properties have attractive development potential. The Board considers that the terms of the Acquisition are on normal commercial terms, fair and reasonable, and in the interests of the Shareholders as a whole. The Consideration will be payable in cash and funded by internal resources of the Group.

LISTING RULES IMPLICATIONS

As the highest Applicable Percentage Ratio for the Acquisition exceeds 25% but is less than 100%, the Acquisition constitutes a major transaction for the Company. The Acquisition is a "Qualified Property Acquisition" under Rule 14.04(10C) as (i) it involves an acquisition of governmental land in the PRC from a PRC Governmental Body through an auction governed by PRC laws; and (ii) it is undertaken by Company on sole basis in its ordinary course of business. Hence, the Acquisition is subject to the announcement and reporting requirements but is exempt from shareholder approval requirement under Chapter 14 of the Listing Rules.

A circular containing, among other things, further details of the Acquisition and the transactions contemplated thereunder will be despatched to the Shareholders in accordance with the Listing Rules for information purpose only the publication of this announcement on or before 10 May 2018.

GENERAL

The Company is an investment holding company. The Group is principally engaged in property development, property and hotel investment and property management.

The Seller is governmental authority of the PRC, which, among other things has authority to sell state-owned lands. The Exchange Centre is engaged in organising auction process for sellers which want to sell their assets to bidders by auction. To the best of the Directors' knowledge, information and belief and having made all reasonable inquiries, the Seller and the Exchange Centre and their respective beneficial owners are third parties independent of the Company and its connected persons.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms and expressions have the following meanings:

For the purpose of this announcement, the exchange rate RMB1.00 = HK$1.2497 has been used for currency translation, where applicable. Such exchange rate is for illustration purposes only and does not constitute representations that any amount in RMB or HK$ has been, could have been or may be converted at such rate.

By Order of the Board

Greenland Hong Kong Holdings Limited

Chen Jun

Chairman

Hong Kong, 18 April 2018

As at the date of this announcement, the executive directors of the Company are Mr. Chen Jun, Mr. Wang Weixian, Mr. Hou Guangjun, Mr. Wu Zhengkui and Ms. Wang Xuling; and the independent non-executive Directors are Mr. Cheong Ying Chew, Henry, Mr. Fong Wo. Felix JP, and Mr. Kwan Kai Cheong.

*

For identification purposes only