Greentown China Hold : COMPLETION OF THE SECOND TRANCHE SUBSCRIPTION AND ISSUE OF THE CONVERTIBLE SECURITIES

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(incorporated in the Cayman Islands with limited liability)

The Board is pleased to announce that completion of the Second Tranche Subscription and the issue of the Convertible Securities took place on 2 August 2012. The appointment of Mr Tsui Yiu Cheung as a non-executive Director has become effective upon completion of the Second Tranche Subscription.

Reference are made to the announcements of Greentown China Holdings Limited (the "Company") dated 8 June 2012, 16 July 2012 and 1 August 2012, respectively, and the circular of the Company dated 17 July 2012 (the "Circular") in relation to, among other things, the Subscription Agreement and the Investment Agreement. Unless otherwise stated, capitalised terms used in this announcement have the same meanings as those defined in the Circular.

The Board is pleased to announce that completion of the Second Tranche Subscription and the issue of the Convertible Securities took place on 2 August 2012. Upon completion, the Second Tranche Shares, namely 162,113,714 new Shares, were allotted and issued by the Company to the Share Investor and the Convertible Securities in the principal amount of HK$2,550 million were issued by the Issuer to the PSCS Investor.

The appointment of Mr Tsui Yiu Cheung as a non-executive Director became effective upon completion of the Second Tranche Subscription.

* For identification purposes only

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The Company entered into an appointment letter with Mr Tsui regarding his appointment commencing from 2 August 2012 for an initial term of three years subject to the terms and conditions of the appointment letter. Under the appointment letter, Mr Tsui will be entitled to an initial director's fee of RMB260,000 per year, which was determined with reference to, among other things, his duties and responsibilities and the prevailing market terms. Mr Tsui's appointment as a non-executive Director is also subject to retirement by rotation in accordance with the Company's articles of association.

Set out below are the shareholding structures of the Company immediately before and after the completion of the Second Tranche Subscription:

Mr Song (Note 1) 540,983,000 27.48 540,983,000 25.39
Mr Shou (Note 2) 384,490,500 19.53 384,490,500 18.04
Mr Luo (Note 3) 100,000,000 5.08 100,000,000 4.69
Other Directors 13,010,000 0.66 13,010,000 0.61
Share Investor and its associates 362,738,079 18.42 524,851,793 24.63
Public Shareholders 567,613,897 28.83 567,613,897 26.64

Total 1,968,835,476 100.0 2,130,949,190 100.00

Notes:

1. This refers to the Shares held by corporations controlled by Mr Song and also a corporation controlled by his spouse, Ms Xia.

2. This refers to the Shares held by a corporation controlled by Mr Shou.

3. This refers to the Shares held by a corporation jointly controlled by Mr Luo and his spouse, Ms Ruan

Yiling.

By order of the Board

Chairman

Hangzhou, the PRC, 2 August 2012

As at the date of this announcement, the Board comprises five executive Directors, namely Mr Song Weiping, Mr Shou Bainian, Mr Luo Zhaoming, Mr Guo Jiafeng and Mr Cao Zhounan, two non-executive Directors, namely Mr Ng Tin Hoi, Stephen and Mr Tsui Yiu Cheung, and six independent non-executive Directors, namely Mr Jia Shenghua, Mr Jiang Wei, Mr Ke Huanzhang, Mr Sze Tsai Ping, Michael, Mr Tang Shiding and Mr Hui Wan Fai.

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