Major Transaction: Acquisition Of 90% Interest in Wuxi Guangcheng And Formation of Joint Venture

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GREENLAND HONG KONG HOLDINGS LIMITED

綠地香港控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 337) US$500 million 4.375 per cent. Notes due 2017 (Stock Code: 5786) CNY1,500 million 5.50 per cent. Bonds due 2018 (Stock Code: 85945) US$450 million 3.875 per cent. Notes due 2019 (Stock Code: 5691) MAJOR TRANSACTION: ACQUISITION OF 90% INTEREST IN WUXI GUANGCHENG AND FORMATION OF JOINT VENTURE ACQUISITION OF 90% INTEREST IN WUXI GUANGCHENG AND FORMATION OF JOINT VENTURE

The Board is pleased to announce that on 12 January 2017, the Purchaser (an indirect wholly-owned subsidiary of the Company) entered into the Equity Transfer Agreement with the Seller, pursuant to which the Purchaser agreed to purchase from the Seller the 90% interest in the Target Company together with the Shareholder's Loan for a total transaction amount of approximately RMB2,340 million.

Upon Completion, the Target Company will become an indirect non-wholly owned subsidiary of the Company.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined in the Listing Rules) for the Acquisition exceeds 25% but is less than 100%, the Acquisition constitutes a major transaction for the Company and is subject to the announcement, reporting and shareholders' approval requirements under Chapter 14 of the Listing Rules.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder nor his/her/its close associate(s) has a material interest in the Acquisition and accordingly, no Shareholder would be required to abstain from voting if the Company were to convene an extraordinary general meeting for the purpose of approving the Acquisition.

As at the date of this announcement, Gluon Xima International Limited, an indirect wholly- owned subsidiary of Greenland Holdings, indirectly holds 1,650,244,409 ordinary shares of the Company (representing approximately 59.07% of the voting rights of the Company). Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders' approval from Gluon Xima International Limited, will be accepted in lieu of holding a general meeting of the Company. Accordingly, no extraordinary general meeting will be held by the Company to approve the Acquisition if such written Shareholders' approval is obtained.

A circular containing, among other things, further details of the Equity Transfer Agreement, the JV Agreement and the transactions contemplated thereunder will be despatched to the Shareholders in accordance with the Listing Rules for information purposes only. Under Rule 14.41(a) of the Listing Rules, the said circular shall be despatched to the Shareholders within 15 business days after the publication of this announcement. To allow sufficient time to prepare the information to be included in the circular (including the audited accounts of the Target Company), the Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a), so that the circular can be despatched to the Shareholders on or before 13 March 2017.

The Board is pleased to announce that on 12 January 2017, the Purchaser (an indirect wholly- owned subsidiary of the Company) entered into the Equity Transfer Agreement with the Seller in respect of the 90% interest in Target Company.

THE EQUITY TRANSFER AGREEMENT Date

12 January 2017 (after trading hours)

Parties

(a)	Purchaser:	蘇州潤建置業有限公司 (Suzhou Runjian Property Co., Ltd.*), an indirect wholly-owned subsidiary of the Company
(b)	Seller:	無錫地鐵集團有限公司 (Wuxi Metro Group Co., Ltd.*). The Seller is a company established in the PRC and is principally engaged in investment, construction and operation of urban railway transportation.

To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, each of the Seller and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its connected persons.

Subject Matter

Pursuant to the Equity Transfer Agreement, the Purchaser has agreed to purchase (i) the Sale Interest, i.e. 90% equity interest of the Target Company; (ii) and the Shareholder's Loan. The Target Company holds the entire legal and beneficial interest in the Land. Further details of the Target Company and the Land are set out below in the section headed "Information of the Target Company and the Land" in this announcement.

As at 31 August 2016, the outstanding amount of the Shareholder's Loan stood at approximately RMB1,027 million, according to the management accounts of the Target Company.

Consideration

The Consideration payable by the Purchaser for the Acquisition shall be a sum of approximately RMB2,274 million, which shall be apportioned as follows:

1. the consideration for the Sale Interest shall be a sum of RMB1,247 million; and

2. the consideration for the Shareholder's Loan shall equal to the remaining amount of the Consideration.

The Consideration shall be paid by the Purchaser in the following manner:

1. 30% of the Consideration, being approximately RMB682 million shall be paid to the Seller within 5 business days after the Equity Transfer Agreement becoming effective;

2. 40% of the Consideration, being approximately RMB910 million and the related interest in the amount of approximately RMB33 million shall be paid by 15 October 2017; and

3. 30% of the Consideration, being approximately RMB682 million and the related interest in the amount of approximately RMB33 million shall be paid by 10 January 2018.

Accordingly, the total transaction amount payable by the Purchaser to the Seller for the Acquisition is approximately RMB2,340 million.

The Consideration and the related interests were arrived at after arm's length negotiations between the Seller and the Purchaser on normal commercial terms with reference to the development potential of the Project.

Completion

Completion shall take place upon registration of the Acquisition with the relevant PRC government authorities which is expected to be in or around February 2017.

Upon Completion, the Target Company will become an indirect non-wholly owned subsidiary of the Company.

THE JV AGREEMENT

It is intended that the Purchaser and the Seller will also enter into the JV Agreement at or before Completion to govern certain management and corporate affairs of the Target Company. Principal terms of the JV Agreement will be set out in the circular to be despatched to the Shareholders in connection with the Acquisition. The purpose of the joint venture established under the JV Agreement is to develop the Project, which comprises the proposed property development of building(s) to be constructed on the Land consisting of residential, commercial and office units. The scope of business of the joint venture is the undertaking of the Project only.

INFORMATION OF THE TARGET COMPANY AND THE LAND

The Target Company is the owner of the Land and its sole investment is the ownership of the Land. The Land is currently a vacant site. The unaudited net asset value of the Target Company as at 31 August 2016 as extracted from the management accounts of the Target Company was approximately RMB17 million. The unaudited net loss (both before and after taxation) for the eight-month ended 31 August 2016 as extracted from the management accounts of the Target Company was approximately RMB707,000. Further financial information of the Target Company including its net profits or loss (both before and after taxation) for the two financial years ended 31 December 2015 and 2016 will be disclosed in the circular to be despatched to the Shareholders for information purposes only.

REASONS FOR AND BENEFITS OF THE ACQUISITION AND THE JOINT VENTURE

The Directors consider that the Project has a good development potential and commercial outlook. The Directors also consider the Project will enable the Company to further enhance its presence in the Yangtze River Delta and increase its land bank.

The Board considers that the Equity Transfer Agreement and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined in the Listing Rules) for the Acquisition exceeds 25% but is less than 100%, the Acquisition constitutes a major transaction for the Company and is subject to the announcement, reporting and shareholders' approval requirements under Chapter 14 of the Listing Rules.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder nor his/her/its close associate(s) has a material interest in the Acquisition and accordingly, no Shareholder would be required to abstain from voting if the Company were to convene an extraordinary general meeting for the purpose of approving the Acquisition.

As at the date of this announcement, Gluon Xima International Limited, an indirectly wholly- owned subsidiary of Greenland Holdings, indirectly holds 1,650,244,409 ordinary shares of the Company (representing approximately 59.07% of the voting rights of the Company). Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders' approval from Gluon Xima International Limited will be accepted in lieu of holding a general meeting of the Company. Accordingly, no extraordinary general meeting will be held by the Company to approve the Acquisition if such written Shareholders' approval is obtained.

A circular containing, among other things, further details of the Equity Transfer Agreement, the JV Agreement and the transactions contemplated thereunder will be despatched to the Shareholders in accordance with the Listing Rules for information purposes only. Under Rule 14.41(a) of the Listing Rules, the said circular shall be despatched to the Shareholders within 15 business days after the publication of this announcement. To allow sufficient time to prepare the information to be included in the circular (including the audited accounts of the Target Company), the Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a), so that the circular can be despatched to the Shareholders on or before 13 March 2017.