Greenland Hong Kong : DISCLOSEABLE TRANSACTION FORMATION OF JOINT VENTURE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take 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

綠地香港控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 337)

DISCLOSEABLE TRANSACTION

FORMATION OF JOINT VENTURE

The Company is pleased to announce that on 2 September 2019 (after trading hours), Glory Creation (a wholly subsidiary of the Company) and the JV Partner entered into the JV Agreement, pursuant to which:

1. Glory Creation and the JV Partner agreed to form a joint venture for the property development project in respect of the Land, for which the JV Company has won a bid at auction to acquire;
2. the JV Company will have a total registered capital of RMB20 million, which will be owned as to 80% by Glory Creation and 20% by the JV Partner;
3. the total capital commitment of Glory Creation in respect of the JV Company is expected to be not more than RMB838.4 million (approximately HK$931.6 million); and
4. certain management and corporate affairs of the JV Company shall be bounded by the terms of the JV Agreement.

As the highest Applicable Percentage Ratio for the JV Agreement is more than 5% but less than 25%, the entering into the JV Agreement constitutes a disclosable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

The Company is pleased to announce that on 2 September 2019 (after trading hours), Glory Creation and the JV Partner entered into the JV Agreement, pursuant to which Glory Creation and the JV Partner agreed to form a joint venture for the property development project in respect of the Land, for which the JV Company has won a bid at auction to acquire, based on the principal terms set out in this announcement.

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THE JV AGREEMENT
Date:	2 September 2019
Parties:	Glory Creation as a joint venture partner
	JV Partner as the other joint venture partner
	To the best knowledge, information and belief of the Directors
	and having made all reasonable enquiries, as at the date of this
	announcement, each of the JV Partner and its ultimate beneficial
	owners are third parties independent of, and not connected with,
	the Company and its connected persons.
Shareholding structure	The JV Company was established on 8 July 2019. As at 31
and capital	July 2019, the unaudited net liability of the JV Company was
requirement:	approximately RMB65. The JV Company has not commenced
	any substantive business operation apart from having submitted
	and won a bid at auction for the acquisition of the Land in July
	2019 at a purchase price of RMB1,028 million (approximately
	HK$1,142.2 million). Pursuant to the terms of the bid, the
	JV Company had paid a tender deposit of RMB202 million
	(approximately HK$224.4 million), which was financed by a loan
	of the same amount lent to the JV Company by the JV Partner.
	The said tender deposit has been applied as part payment of the
	first instalment of the purchase price of the Land amounted to
	RMB514 million (approximately HK$571.1 million). The balance
	of the said first instalment of the purchase price of RMB312
	million (approximately HK$346.7 million) shall be paid by the
	JV Company on or before 26 February 2020. The balance of the
	said purchase price of RMB514 million (approximately HK$571.1
	million) shall be paid on or before 26 April 2020.

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	As at the date of this announcement, the JV Company is wholly
	owned by the JV Partner with a registered capital of RMB1
	million (approximately HK $ 1 . 1 million) . Glory Creation
	and the JV Partner will respectively contribute RMB16
	million (approximately HK$17.8 million) and RMB3 million
	(approximately HK$3.3 million) to the JV Company as registered
	capital. After the aforesaid capital contribution, the registered
	capital of the JV Company will be RMB20 million (approximately
	HK$22.2 million), which will be owned as to 80% by Glory
	Creation and as to 20% by the JV Partner, and the JV Company
	will be accounted for as a subsidiary of the Company. Within 5
	days after the increase in registered capital of the JV Company
	has been registered with the relevant governmental authority,
	Glory Creation and the JV Partner shall provide their aforesaid
	capital contributions to the JV Company respectively, and Glory
	Creation shall advance a shareholder's loan of RMB161.6 million
	(approximately HK$179.6 million) to the JV Company for it to
	repay part of the aforesaid shareholder's loan owed to the JV
	Partner.
	It is expected that to finance the property development project in
	respect of the Land and the operation of the JV Company, each of
	Glory Creation and the JV Partner shall provide shareholder's loan
	to the JV Company of an aggregate amount of up to RMB822.4
	million (approximately HK$913.8 million) and RMB205.6 million
	(approximately HK$228.4 million) respectively (inclusive of the
	aforesaid shareholder's loans). All other funding needs of the JV
	Company shall be financed by itself.
	The aforesaid capital contribution and shareholder's loan to be
	provided by Glory Creation (the "Glory Creation's Capital
	Commitment"), which is RMB838.4 million (approximately
	HK$931.6 million) in aggregate, is expected to be funded by
	the internal resources of the Group. The amount of the Glory
	Creation's Capital Commitment was determined after arm's length
	negotiations between the parties, taking into account, among other
	factors, the funding need for the property development project in
	respect of the Land.
Scope of business of	The JV Company is principally engaged in the property
the JV Company:	development project in respect of the Land. The Land has a total
	site area of approximately 85,024 sq.m., permissible plot ratio
	between 1.0 to 4.0, and a land use right of 70 years for residential
	land use and 40 years for wholesale and retail land use and
	commercial and financial land use. The JV Company intends
	to develop the Land into a residential, commercial and office
	complex in 4 years.

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Board representation:	The board of directors of the JV Company will comprise three
	directors. Glory Creation shall have the right to nominate two
	directors (one of them being the chairman of that board and the
	legal representative of the JV Company). The JV Partner has the
	right to nominate one director.
Restrictions on transfer:	Any transfer of interest in the JV Company by any shareholder of
	the JV Company shall be subject to the right of first refusal of the
	other shareholder.

REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT

The Directors consider that the Land has attractive development potential. The Directors consider that the terms of the JV Agreement are normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

GENERAL INFORMATION

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

The JV Partner is principally engaged in property development, the leasing and sale of properties, and the provision of ancillary services.

LISTING RULES IMPLICATIONS

As the highest Applicable Percentage Ratio for the JV Agreement is more than 5% but less than 25%, the entering into the JV Agreement constitutes a disclosable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

"Applicable Percentage have the meanings ascribed to them under the Listing Rules; Ratio", and "connected

person(s)"

"Board"

the board of Directors;

"Company"Greenland Hong Kong Holdings Limited (綠地香港控股有限公 司), a company incorporated in the Cayman Islands with limited liability and the ordinary shares of which are listed on the Main Board of the Stock Exchange;

"Directors"

the directors of the Company;

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"Glory Creation"	Glory Creation Group Limited (祥凱集團有限公司), a company
	incorporated in Hong Kong with limited liability and a wholly-
	owned subsidiary of the Company;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"JV Agreement"	the equity contribution and cooperation agreement dated 2
	September 2019 entered into between Glory Creation and
	the JV Partner governing the equity contribution into the JV
	Company and the management and corporate affairs of the JV
	Company;
"JV Company"	Changzhou Mudan Hongdu Real Estate Co., Ltd.* (常州牡丹
	弘都房地產有限公司), a company established in the PRC with
	limited liability;
"JV Partner"	Changzhou Heimudan Property Co., Ltd.* (常州黑牡丹置業
	有限公司), a company established in the PRC with limited
	liability;
"Land"	the land parcels of land lot nos. XL120226 and XL120236
	situated at Xinqiao Town, Xinbei District, Changzhou City, the
	PRC (中國常州市新北區新橋鎮);
"Listing Rules"	Rules Governing the Listing of Securities on the Stock
	Exchange;
"PRC"	People's Republic of China, which for the purpose of this
	announcement, excludes Hong Kong, the Macao Special
	Administrative Region of the PRC and Taiwan;
"RMB"	Renminbi, the lawful currency of the PRC;
"Shareholders"	holders of the ordinary share(s) of HK$0.50 each in the share
	capital of the Company;
"sq.m."	square meters;

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"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"%"

per cent.

For the purposes of this announcement, an exchange rate of HK$1 = RMB0.90 has been used for currency translation, where applicable. Such exchange rate is for illustration purposes only and does not constitute any representations that any amount in RMB or HK$ 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, 2 September 2019

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 of the Company are Mr. Cheong Ying Chew, Henry, Mr. Fong Wo, Felix, JP and Mr. Kwan Kai Cheong.

• For identification purposes only

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