Greentown China : DISCLOSEABLE AND CONNECTED TRANSACTION FINANCIAL ASSISTANCE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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 obtain independent professional advice.

If you have sold or transferred all your shares in Greentown China Holdings Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, or stockbroker 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.

GREENTOWN CHINA HOLDINGS LIMITED

綠城中國控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03900)

DISCLOSEABLE AND CONNECTED TRANSACTION

FINANCIAL ASSISTANCE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 4 to 15 of this circular and a letter from the Independent Board Committee is set out on pages 16 to 17 of this circular. A letter from the independent financial adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders, is set out on pages 18 to 38 of this circular.

A notice convening an extraordinary general meeting ("EGM") of Greentown China Holdings Limited (the "Company") to be held on 18 June 2021 (Friday) at 2:45 p.m. at Greentown University, Block E (South), Xixi International Center, No. 767 West Wenyi Road, West Lake District, Hangzhou, Zhejiang Province, the People's Republic of China is set out on pages 47 to 48 of this circular. A form of proxy for appointing proxy to attend the EGM is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.greentownchina.com).

Whether or not you are able to attend, you should complete and return the form of proxy in accordance with the instructions stated thereon and return it to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event by not later than 48 hours before the time appointed for holding such meeting or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof should you so wish, in which case the form of proxy shall be deemed to be revoked.

* For identification purposes only

18 May 2021

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix - General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47

DEFINITIONS

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

the following meanings:

"2016 Share Option Scheme"	the share option scheme of the Company adopted by a
	resolution of the Shareholders on 17 June 2016
"Agreement"	the agreement dated 24 September 2019 entered into
	among Harbin Greentown Real Estate, CCCC
	Northeast Investment and Harbin Metro RED in
	relation to the formation of the Project Company and
	the joint development of the Project
"associate"	has the same meaning ascribed to it under the Listing
	Rules
"Board"	the board of Directors
"CCCC Northeast Investment"	CCCC Northeast Investment Co., Ltd.* (中交東北投資
	有限公司), a company established in the PRC with
	limited liability and an indirect non-wholly owned
	subsidiary of CCCG
"CCCG"	China Communication Constructions Group
	(Limited) (中國交通建設集團有限公司), a wholly
	state-owned company established in the PRC and a
	substantial shareholder of the Company
"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
"Director(s)"	the director(s) of the Company
"EGM"	an extraordinary general meeting to be held by the
	Company to consider and, if thought fit, approve the
	Supplemental Agreement and the transactions
	contemplated thereunder
"Group"	the Company together with its subsidiaries

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	DEFINITIONS
"Harbin Greentown Real	Harbin Greentown Real Estate Co., Ltd.* (哈爾濱綠城
Estate"	置業有限公司), a company established in the PRC with
	limited liability and an indirect wholly-owned
	subsidiary of the Company
"Harbin Metro RED"	Harbin Metro Real Estate Development Co., Ltd.* (哈
	爾濱市地鐵置業開發有限公司), a company established
	in the PRC with limited liability
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Independent Board	an independent committee of the Board composed of
Committee"	all independent non-executive Directors, namely Mr
	JIA Shenghua, Mr HUI Wan Fai, Mr QIU Dong and Mr
	ZHU Yuchen
"Independent Financial	Octal Capital Limited, a corporation licensed by the
Adviser"	Securities and Futures Commission to carry on Type 1
	(dealing in securities) and Type 6 (advising on
	corporate finance) regulated activities under the SFO,
	being the independent financial adviser to the
	Independent Board Committee and the Independent
	Shareholders in respect of the transactions
	contemplated under the Supplemental Agreement
"Independent Shareholder(s)"	any Shareholder who is not required to abstain from
	voting at the EGM
"Latest Practicable Date"	11 May 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"PRC"	the People's Republic of China
"Project"	The development project in relation to the above-depot
	area of the relevant rail yards of Harbin Metro Line 3 (哈
	爾濱地鐵三號線相關車輛段上蓋項目), which comprises
	the proposed development of properties in the
	vicinities of metro stations for commercial and
	residential uses

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	DEFINITIONS
"Project Company"	Harbin Young City Real Estate Co., Ltd.* (哈爾濱楊柳
	郡置業有限公司), a company established in the PRC
	with limited liability pursuant to the Agreement
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance, Chapter 571 of
	the Laws of Hong Kong, as amended from time to
	time
"Shareholder(s)"	holder(s) of the Share(s)
"Share(s)"	ordinary share(s) of HK$0.1 each in the issued share
	capital of the Company
"sqm"	square metres
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"	has the same meaning ascribed to it under the Listing
	Rules
"Supplemental Agreement"	the supplemental agreement dated 5 February 2021
	entered into among Harbin Greentown Real Estate,
	CCCC Northeast Investment, Harbin Metro RED and
	the Project Company in supplement, amendment and
	modification of the Agreement

• For identification purposes only

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