Greentown China : CONNECTED TRANSACTION CONSTRUCTION AGREEMENT IN RELATION TO THE BEIJING SHUNYI CONSTRUCTION PROJECT

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.

GREENTOWN CHINA HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03900)

CONNECTED TRANSACTION

CONSTRUCTION AGREEMENT IN RELATION TO THE BEIJING

SHUNYI CONSTRUCTION PROJECT

The Board announces that Beijing Zhishun, a non-wholly owned subsidiary of the Company, has conducted the selection process for the main contractor for construction works of the Beijing Shunyi Construction Project by way of a bidding process, and

1. First Highway was selected in accordance with the relevant requirements under the tender documents after review. On 27 December 2019, Beijing Zhishun entered into the Construction Agreement with CCCC First Highway pursuant to which Beijing Zhishun agreed to engage CCCC First Highway as the main contractor to carry out the construction works of the Beijing Shunyi Construction Project at the Consideration of RMB254,616,414.82.

As at the date of this announcement, CCCG and its subsidiaries are holding 624,851,793 Shares, representing approximately 28.78% of the issued share capital of the Company, and CCCG is therefore a substantial shareholder of the Company under the Listing Rules. Accordingly, CCCG and its associates (including CCCC First Highway, an indirect non-wholly owned subsidiary of CCCG) are connected persons of the Company. The transaction contemplated under the Construction Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the transaction contemplated under the Construction Agreement exceed 0.1% but all of them are less than 5%, such transaction is subject to the reporting and announcement requirements but exempt from the circular and independent shareholders' approval requirements pursuant to Chapter 14A of the Listing Rules.

• For identification purposes only

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INTRODUCTION

The Board announces that on 27 December 2019, Beijing Zhishun, a non-wholly owned subsidiary of the Company, entered into the Construction Agreement with CCCC First Highway pursuant to which Beijing Zhishun agreed to engage CCCC First Highway as the main contractor to carry out the construction works of the Beijing Shunyi Construction Project at the Consideration of RMB254,616,414.82.

PRINCIPAL TERMS OF THE CONSTRUCTION AGREEMENT

The principal terms of the Construction Agreement are as follows:

Date	:	27 December 2019
Parties	:	(1) Beijing Zhishun, a non-wholly owned subsidiary of the
			Company; and
		(2)	CCCC First Highway
Subject Matter	: CCCC First Highway will be responsible for the construction
		works under the Beijing Shunyi Construction Project in
		accordance with the technical specifications prescribed by Beijing
		Zhishun under the Construction Agreement.
		The Beijing Shunyi Construction Project is located in Mapo Town,
		Shunyi District of Beijing in the PRC, with a gross construction
		area of approximately 109,186 sqm, which is intended to be
		primarily developed into residential properties.
Construction Period	: The construction period of the Beijing Shunyi Construction Project
		will be 793 days from the commencement date of the construction
		works.
Consideration	:	T h e	a g g r e g a t e C o n s i d e r a t i o n p a y a b l e t o C C C C F i r s t
		Highway under the Construction Agreement amounts to
		RMB254,616,414.82 and was arrived from a tender process
		whereby invitation to bid for the construction was solicited by
		Beijing Zhishun of plot 2018-036 auctioned by the Shunyi District
		Branch of Beijing Land Consolidation and Reserve Center. Taking
		into account, among other factors, the construction experience
		of CCCG and the bid price tendered, the Company considers
		that the tender submitted by CCCC First Highway was the most

appropriate in respect of the Beijing Shunyi Construction Project received.

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The Company intends to finance the payment of the total Consideration payable under the Construction Agreement using its internal resources and external financing.

Payment Terms	: The Consideration will be payable based on construction progress
	in the following manner:
	(i)	no advance payment shall be required for the construction.
		Upon completion of the underground part of the basic
		structure of all comprehensive units, Beijing Zhishun
		will pay CCCC First Highway 70% of the construction
		fees for the construction work completed, after which the
		construction fees will be settled in monthly payments for
		70% of the construction work completed. Upon completion
		of the construction of the top level of each comprehensive
		unit, Beijing Zhishun will pay CCCC First Highway 80% of
		the construction fees for the construction work completed.
		One month prior to the completion and acceptance of the
		construction work, Beijing Zhishun will pay CCCC First
		Highway 85% of the construction fees for the construction
		work completed . The remainder of the construction
		settlement price shall be settled once (A) Beijing Zhishun
		and CCCC First Highway have both made written
		confirmations on the final settlement of the completed
		construction work; and (B) Beijing Zhishun has reserved
		the Construction Quality Warranty Money and certain other
		agreed retention money. The quality warranty money shall
		be 5% of the settlement price (the "Construction Quality
		Warranty Money") and shall be paid after the quality
		warranty period expires. The Construction Quality Warranty
		Money will not be interest-bearing;
	(ii)	no advance payment shall be required for the earthwork
		construction. The earthwork construction fees will be
		settled in monthly payments for 65% of the assessed
		completed works. Upon completion of excavation and once
		all deposit soil has been shipped out, Beijing Zhishun will
		pay CCCC First Highway 80% of the earthwork fees for the
		assessed completed works. The remainder of the earthwork

construction fees shall be settled in one lump sum once the backfilling work has been completed and all the parties including Beijing Zhishun, the foundation pit protector, the general contractor, the supervision company and CCCC First Highway have signed and confirmed the acceptance handover procedures; and

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1. no advance payment shall be required for the slope protection construction. The slope protection construction fees will be settled in monthly payments of 65% of the construction work completed. Upon completion and inspection of the construction of the foundation pit protection, passing of the basic structure inspection and completion of all relevant settlement calculations, 90% of the settlement price will be paid. Upon completion of the construction of the top level of the main structure, Beijing Zhishun will pay CCCC First Highway 95% of the settlement price, with the remaining 5% of the consideration reserved as quality warranty money and will be paid one year following the day on which the construction of the top level is completed. The quality warranty money will not be interest-bearing.

REASONS FOR AND BENEFITS OF ENTERING INTO THE CONSTRUCTION AGREEMENT

The Board believes that, taking into account the comprehensive experience of CCCG in the construction industry in the PRC, CCCC First Highway is capable of meeting the construction requirements of the Beijing Shunyi Construction Project under the Construction Agreement.

Selection of the main contractor for the construction works for the Beijing Shunyi Construction Project and determination of the Consideration were conducted by way of a bidding process. There are a number of participants in the tender process. Following a review conducted by Beijing Zhishun and a comprehensive comparison of market participants, CCCC First Highway was selected in accordance with the relevant requirements under the tendering documents. Accordingly, the Company considers that CCCC First Highway was selected in a competitive tendering process and the terms of the Construction Agreement are in line with the market practice and the commercial interests of the Group.

The Board considers that the Construction Agreement has been made on normal commercial terms and in the ordinary and usual course of business of the Group; and that its terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LISTING RULES IMPLICATIONS

As at the date of this announcement, CCCG and its subsidiaries are holding 624,851,793 Shares, representing approximately 28.78% of the issued share capital of the Company, and CCCG is therefore a substantial shareholder of the Company under the Listing Rules. Accordingly, CCCG and its associates (including CCCC First Highway, an indirect non- wholly owned subsidiary of CCCG) are connected persons of the Company. The transaction contemplated under the Construction Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the transaction contemplated under the Construction Agreement exceed 0.1% but all of them are less than 5%, such transaction is subject to the reporting and announcement requirements but exempt from the circular and independent shareholders' approval requirements pursuant to Chapter 14A of the Listing Rules.

Since CCCG has a material interest in the Construction Agreement and the transaction thereunder and in light of CCCG's relationship with Mr LIU Wensheng, Mr ZHOU Lianying, Mr GENG Zhongqiang and Mr LI Jun, these Directors have abstained from voting on the Board resolutions on the Construction Agreement and the transaction contemplated thereunder.

GENERAL

The Group

The Company is a company incorporated in the Cayman Islands with limited liability, whose shares are listed on the Main Board of the Stock Exchange. It is one of the leading property developers in the PRC with business operations in various major PRC cities and is primarily engaged in developing quality properties targeting mainly middle and high income residents in the PRC.

Beijing Zhishun is a company established in the PRC with limited liability and a non-wholly owned subsidiary of the Company. It is owned as to 51% by the Company and 49% by China Construction First Bureau Zhidi (Beijing) Real Estate Development Co., Ltd., which is a state- owned enterprise and not a connected person of the Company. Beijing Zhishun is principally engaged in property development.

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CCCG

CCCG is a wholly state-owned company established in the PRC and the controlling shareholder of China Communications Construction Co. Ltd. (a joint stock limited company incorporated in the PRC of which the H shares are listed on the Stock Exchange and the A shares are listed on the Shanghai Stock Exchange, Stock Code: 601800). Based on publicly available information, CCCG is principally engaged in the design and construction of transportation infrastructure, dredging and heavy machinery manufacturing business and covers the following business aspects: port, terminal, road, bridge, railway, tunnel, civil work design and construction, capital dredging and reclamation dredging, container crane, heavy marine machinery, large steel structure and road machinery manufacturing, and international project contracting, import and export trading services. According to CCCG, it is the largest port construction and design company in the PRC, a leading company in road and bridge construction and design, a leading railway construction company, the largest dredging company in the PRC and in the world (in terms of dredging capacity). To the best knowledge of the Directors after making reasonable enquiries, the ultimate beneficial shareholder of CCCG is the State-owned Assets Supervision and Administration Commission of the State Council of the PRC.

1. First Highway is a company established in the PRC with limited liability and an indirect non-wholly owned subsidiary of CCCG. CCCC First Highway is principally engaged in the construction of highways, bridges, transportation, tunnels, municipal, building construction, transport engineering, railways, airports, stations, car parks and shipyards. It is a large state-owned enterprise that integrates engineering contracting, engineering design and consulting, engineering project management, technology research and development, highway engineering testing, import and export of goods/technology and agency, lease of office space and commercial properties. To the best knowledge of the Directors after making reasonable enquiries, CCCC First Highway is a wholly-owned subsidiary of China Communications Construction Co. Ltd. The State-owned Assets Supervision and Administration Commission of the State Council of the PRC is the ultimate controlling shareholder of China Communications Construction Co. Ltd.

DEFINITIONS

Unless the context otherwise requires, capitalised terms used in this announcement shall have the following meanings:

"Beijing Zhishun"	Beijing Zhishun Real Estate Development Co., Ltd.* (北京致順房
	地產開發有限公司), a company established in the PRC and a non-
	wholly owned subsidiary of the Company
"Beijing Shunyi	the construction project of Beijing Zhishun, which is located in
Construction Project"	Mapo Town, Shunyi, Beijing (北京順義馬坡鎮), with a gross
	construction area of approximately 109,186 sqm, which is
	intended to be primarily developed into residential properties

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"Board"	the board of Directors
"CCCG"	China Communication Constructions Group (Limited), a wholly
	state-owned company established in the PRC and a substantial
	shareholder of the Company
"CCCC First Highway"	CCCC First Highway Engineering Group Co., Ltd. (中交一公局
	集團有限公司), a company established in the PRC and an indirect
	non-wholly owned subsidiary of CCCG
"Company"	Greentown China Holdings Limited (stock code: 03900), a
	company incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the Stock Exchange
"connected person(s)"	has the same meaning ascribed to it under the Listing Rules
"Consideration"	the total consideration of RMB254,616,414.82 payable to CCCC
	First Highway by Beijing Zhishun in relation to the contracting of
	the construction works of the Beijing Shunyi Construction Project
	under the Constructions Agreement
"Construction	the construction agreement dated 27 December 2019 entered into
Agreement"	between Beijing Zhishun and CCCC First Highway in relation to,
	among other things, the contracting of construction works of the
	Beijing Shunyi Construction Project
"Director(s)"	the director(s) of the Company
"Group"	the Company together with its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"PRC"	the People's Republic of China (excluding, for the purpose of this
	announcement, Hong Kong, the Macao Special Administrative
	Region of the PRC and Taiwan)
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholder(s)"	Holder(s) of the Shares
"Share(s)"	ordinary share(s) of HK$0.1 each in the issued share capital of the
	Company

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"sqm"	square metres
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial	has the same meaning ascribed to it under the Listing Rules

shareholder(s)"

By order of the Board

Greentown China Holdings Limited

Zhang Yadong

Chairman

Hangzhou, the PRC

27 December 2019

As at the date of this announcement, the Board comprises Mr ZHANG Yadong, Mr LIU Wensheng, Mr ZHOU Lianying, Mr GUO Jiafeng, Mr GENG Zhongqiang and Mr LI Jun as executive directors, Mr Stephen Tin Hoi NG (Mr Andrew On Kiu CHOW as his alternative) as a non-executive director and Mr JIA Shenghua, Mr KE Huanzhang, Mr SZE Tsai Ping, Michael and Mr HUI Wan Fai as independent non-executive directors.

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