New World China Land : Major Transaction in relation to the Disposals and Notice of EGM

01 cover 42958-01D 0..1

If you are in any doubt about any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in New World China Land Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 917)

MAJOR TRANSACTION

IN RELATION TO THE DISPOSALS AND

NOTICE OF EGM

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 7 to 19 of this circular.

A notice convening the EGM to be held at Meeting Room N201 (Expo Drive Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong, at 12: 15 p.m. on Wednesday, 17 February 2016 is set out on pages 58 to 60 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish.

19 January 2016

Page

DEFINITIONS .... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

LETTER FROM THE BOARD ... ....... ....... ........ ....... ........ ....... ....... 7

APPENDIX I - PROPERTY VALUATION OF THE TARGETS 20

APPENDIX II - FINANCIAL INFORMATION OF THE GROUP 42

APPENDIX III - GENERAL INFORMATION OF THE GROUP 45

NOTICE OF EGM 58

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

''affiliates'' a party is an affiliate of another party if it has the ability to control, jointly control or exercise significant influence over the other party in making financial or operation decisions. Parties are also considered to be affiliates if they are subject to common control, joint control or significant influence

''Announcement'' the joint announcement of the Company and NWD dated 29

December 2015 in relation to the Disposals

''Board'' the board of Directors

''Chengdu Completion'' the completion of the sale and purchase of the Chengdu Sale

Share and the Chengdu Subject Loan

''Chengdu Completion Date'' 18 February 2016 (or such other date as shall be agreed

between the Vendor and the Purchaser)

''Chengdu Conditions Precedent'' the conditions precedent for the Chengdu Disposal specified in the Chengdu SP Agreement

''Chengdu Consideration'' the aggregate consideration for the Chengdu Sale Share and the Chengdu Subject Loan

''Chengdu Disposal'' the disposal of the Chengdu Sale Share and Chengdu Subject

Loan by the Vendor to the Purchaser pursuant to the terms and conditions of the Chengdu SP Agreement

''Chengdu Longstop Date'' two months from the date of the Chengdu SP Agreement, ending on 29 February 2016

''Chengdu Project'' the Chengdu New World Riverside project (成都河畔新世界項

目) developed by Chengdu Xinyi, further details of which are

set out under ''Information on the Parties'' in the ''Letter from the Board'' of this circular

''Chengdu Sale Share'' the one ordinary share in the share capital of Chengdu Target,

representing the entire issued share capital of Chengdu Target

''Chengdu SP Agreement'' the sale and purchase agreement dated 29 December 2015

entered into between the Purchaser and the Vendor in relation to the Chengdu Disposal

''Chengdu Subject Loan'' the amount of approximately HK$1,427.2 million repayable by

the Chengdu Target to the Vendor and its affiliates as at the date of the Chengdu SP Agreement and the Chengdu Completion Date

''Chengdu Target'' Rise Eagle Worldwide Limited (振鷹環球有限公司), a

company incorporated in the British Virgin Islands with limited liability, a wholly-owned subsidiary of the Vendor as at the date of the Chengdu SP Agreement

''Chengdu Target Group'' the Chengdu Target and Chengdu Xinyi

''Chengdu Xinyi'' Chengdu Xinyi Real Estate Development Co., Ltd. (成都心怡

房地產開發有限公司), an equity joint venture enterprise

established under the laws of the PRC which was held as to 60% by the Chengdu Target as at the date of the Chengdu SP Agreement

''close associate(s)'' has the meaning ascribed to it in the Listing Rules

''Company'' New World China 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: 917)

''connected person(s)'' has the meaning ascribed to it in the Listing Rules

''Consideration Adjustment'' adjustment which may have to be made to the Guiyang

Consideration or (as the case may be) the Chengdu Consideration in accordance with the increase or decrease in the attributable net assets value of the Guiyang Target Group or (as the case may be) the Chengdu Target Group, respectively, as at the Guiyang Completion Date and the Chengdu Completion Date, respectively, as compared with the attributable net assets value as at 30 November 2015

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

''Disposals'' all or any of the Guiyang Disposal and the Chengdu Disposal, as the case may be

''EGM'' the extraordinary general meeting of the Company convened to be held on Wednesday, 17 February 2016 at 12: 15 p.m., the notice of which is set out on pages 58 to 60 of this circular