THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares, you should at once hand this circular to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

CHINA MERCHANTS LAND LIMITED

招商局置地有限公司

(Incorporated with limited liability in the Cayman Islands)

(Stock Code: 978)

MAJOR TRANSACTION:

JOINT VENTURE ARRANGEMENT IN RESPECT OF

DEVELOPMENT OF XI'AN LAND

8 September 2023

CONTENTS

Page

DEFINITIONS .

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD

4

APPENDIX I

- FINANCIAL INFORMATION OF THE GROUP

I-1

APPENDIX II

- ACCOUNTANTS' REPORT OF THE PROJECT

COMPANY

II-1

APPENDIX III

-

UNAUDITED PRO FORMA FINANCIAL

INFORMATION OF THE GROUP AFTER

THE COMPLETION OF THE CAPITAL

CONTRIBUTION

III-1

APPENDIX IV

-

MANAGEMENT DISCUSSION AND ANALYSIS

ON THE PROJECT COMPANY

IV-1

APPENDIX V

-

VALUATION REPORT

V-1

APPENDIX VI

-

GENERAL INFORMATION

VI-1

- i -

DEFINITIONS

In this circular, the following terms and expressions shall have the following respective

meanings unless the context otherwise requires:

"Board"

the board of Directors

"Chengdu Huajian"

Chengdu Huajian Yijin Real Estate Co., Ltd.* (成都華

建益錦置業有限公司), a company established in the

PRC with limited liability and a party to the

Cooperation Agreement

"CMSK"

China Merchants Shekou Industrial Zone Holdings

Company Limited (招商局蛇口工業區控股股份有限公司),

a company established in the PRC with limited

liability, whose shares are listed on the Shenzhen

Stock Exchange (stock code: 001979 (A share)), being

the intermediate controlling shareholder of the

Company and indirectly holds approximately 74.35%

of the total issued share capital of the Company as at

the Latest Practicable Date

"Company"

China Merchants Land Limited, a company

incorporated in the Cayman Islands with limited

liability, the Shares of which are listed on the Main

Board of the Stock Exchange (stock code: 978)

"Cooperation Agreement"

the cooperation agreement dated 30 June 2023 entered

into between Xi'an Mao On, Chengdu Huajian and the

Project Company for the purpose of development of

the Xi'an Land through the Project Company

"Directors"

the directors of the Company

"Group"

the Company and its subsidiaries

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"Independent Third Party(ies)"

an independent third party not connected with the

Company and its subsidiaries, their respective

directors, chief executives and substantial

shareholders and any of their associates within the

meaning of the Listing Rules

"Land Price"

RMB1,230,500,000, being the aggregate consideration

payable for acquisition of the Xi'an Land

- 1 -

DEFINITIONS

"Latest Practicable Date"

4 September 2023, being the latest practicable date for

the purpose of ascertaining certain information

contained in this circular prior to its publication

"Listing Rules"

The Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited, as amended

from time to time

"PRC"

the People's Republic of China (excluding, for the

purposes of this circular, Hong Kong, the Macau

Special Administrative Region and Taiwan)

"Project Company"

Xi'an Shanglin Huayuan Real Estate Co., Ltd.* (西安尚

林華苑房地產有限公司), a company established in the

PRC with limited liability for the purpose of property

development of the Xi'an Land and a party to the

Cooperation Agreement

"RMB"

Renminbi, the lawful currency of the PRC

"Share(s)"

the ordinary share(s) of HK$0.01 each in the issued

share capital of the Company

"Shareholder(s)"

shareholders of the Company

"sq.m."

square metre

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Success Well"

Success Well Investments Limited, a limited liability

company incorporated in the British Virgin Islands

and the controlling shareholder of the Company

which directly owns an aggregate of 3,646,889,329

Shares, representing approximately 74.35% of the

issued share capital of the Company as at the Latest

Practicable Date

"Valuer"

Cushman & Wakefield Limited, a registered

professional surveyor and an independent property

valuer

"Written Approval"

the written approval of the Cooperation Agreement

and the transactions contemplated thereunder by

Success Well dated 30 June 2023

- 2 -

DEFINITIONS

"Xi'an Mao On"

Xi'an Mao On Property Development Company

Limited* (西安茂安房地產有限公司), a company

established in the PRC with limited liability and an

indirect wholly-owned subsidiary of the Company

"Xi'an Land"

a piece of land situated at south of Hangfei Road, east

of Wangyue Road, west of Jingdong Avenue,

Aerospace Base, Xi'an City, Shaanxi Province, the

PRC* (中國陝西省西安市航天基地航飛路以南、望月路

以東、京東大道以西) with a total site area of 59,386.50

sq.m.

"%"

per cent.

  • Translated English names of Chinese entities for which no official English translation exists are unofficial translations for identification purpose only and should not be regarded as the official English translation of the Chinese names.

In this circular, the terms "associate", "connected person", "connected transaction", "controlling shareholder", "subsidiary" and "substantial shareholder" shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.

Certain amounts and percentage figures included in this circular have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

- 3 -

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Disclaimer

China Merchants Land Ltd. published this content on 05 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 September 2023 07:50:20 UTC.