Guangdong Land : Announcement - Continuing Connected Transactions in relation to Property Management Services Agreements

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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 00124)

Announcement

Continuing Connected Transactions

in relation to

Property Management Services Agreements

BACKGROUND

On 10 May 2021, GDL Zhuhai (an indirect wholly-owned subsidiary of the Company) and the Guangdong Holdings Group entered into the Property Management Services Agreements in relation to the provision of property management services by the Guangdong Holdings Group to GDL Zhuhai.

LISTING RULES IMPLICATIONS

Guangdong Holdings is the ultimate controlling shareholder of the Company and hence a connected person of the Company under Rule 14A.07(1) of the Listing Rules. Accordingly, the transactions contemplated under the Property Management Services Agreements, being transactions between the Group and the Guangdong Holdings Group, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

The Property Management Services Agreements have been aggregated pursuant to the Listing Rules on the basis that they all relate to the provision of property management services by the Guangdong Holdings Group to the Group. As the highest applicable percentage ratio (on an aggregated basis) in respect of the relevant transactions under the Property Management Services Agreements calculated pursuant to the Listing Rules is more than 0.1% but all of the ratios are less than 5%, the Property Management Services Agreements are therefore subject to the annual review and announcement requirements under the Listing Rules, but are exempt from the independent shareholders' approval requirement.

1

BACKGROUND

On 10 May 2021, GDL Zhuhai and the Guangdong Holdings Group entered into the Property Management Services Agreements in relation to the provision of property management services by the Guangdong Holdings Group to GDL Zhuhai.

THE PROPERTY MANAGEMENT SERVICES AGREEMENTS

1. Zhuhai Jinwan Project Site (Sales Centre and Sample Units) Property Services Agreement

A summary of the salient terms of the Zhuhai Jinwan Project Site (Sales Centre and Sample Units) Property Services Agreement is set out below:

Date:	10 May 2021
Parties:	(a)	GDL Zhuhai
	(b)	Yuehai Property Management
Term:	10 May 2021 to 31 December 2021
Subject matter:	Yuehai Property Management shall provide property
	management services at sales centre and sample units of the
	Zhuhai Jinwan Project site, including property management
	services such as daily customer services, equipment
	maintenance, order maintenance, cleaning (including the display
	area), greening and pest control.
Service fees and	(i) GDL Zhuhai shall pay monthly service fees to Yuehai
payment terms:		Property Management which comprises labour costs, other
		staff costs, outsourcing service fees and property
		management service fees on a monthly basis within one
		month after receiving the relevant invoice issued by Yuehai
		Property Management.

The labour costs shall be calculated based on the actual labour costs incurred in the relevant month, and the outsourcing service fees shall be calculated based on the estimated labour costs. Other staff costs shall be calculated based on the actual number of staff and expenses related to work clothes laundry, meal and dormitory. The property management service fees shall be charged by Yuehai Property Management at approximately RMB42,263 (equivalent to approximately HK$51,000) per month and may be deducted by 5-10% depending on the service satisfaction rating rated by GDL Zhuhai.

2

1. GDL Zhuhai shall pay one-off service fees to Yuehai Property Management within one month from the date of the agreement, which includes one-off material input fees (for example computers, walkie-talkies, fire extinguishers and other equipment, and staff uniforms, etc.) and initial cleaning fees, which includes cleaning fee of approximately RMB25 (equivalent to approximately HK$30.1) per square metre and formaldehyde removal fee of approximately RMB25 (equivalent to approximately HK$30.1) per square metre.

The total service fees to be received by Yuehai Property Management under the Zhuhai Jinwan Project Site (Sales Centre and Sample Units) Property Services Agreement for the period from 10 May 2021 to 31 December 2021 are expected to be approximately RMB3,719,185 (equivalent to approximately HK$4,483,000).

The service fees are determined after arm's length negotiations between the relevant parties after taking into account (i) the areas of the relevant properties; (ii) the number of staff required for the provision of services under the Zhuhai Jinwan Project Site (Sales Centre and Sample Units) Property Services Agreement (excluding outsourced staff for cleaning, greening and pest control); (iii) the labour costs including wages, overtime payment, welfare expenses and labour union fees; (iv) the other staff costs, outsourcing service fees, one-off material input fees, initial cleaning fees and the property management service fees; and (v) the prevailing market rates for similar services.

Annual cap: RMB4,200,000 (equivalent to approximately HK$5,063,000) for the period from 10 May 2021 to 31 December 2021.

The annual cap has been set after considering (i) the total service fees expected to be paid by GDL Zhuhai under the Zhuhai Jinwan Project Site (Sales Centre and Sample Units) Property Services Agreement; (ii) the expected increase in labour costs of staff and the administrative and daily operational costs involved; and (iii) the expected service requests (for example service manpower and hours) may increase.

3

2. Zhuhai Jinwan Project Preliminary Property Services Agreement

A summary of the salient terms of the Zhuhai Jinwan Project Preliminary Property Services Agreement is set out below:

Date:	10 May 2021
Parties:	(a) GDL Zhuhai
	(b) Yuehai Property Management Zhuhai Branch
Term:	10 May 2021 to 9 May 2024
Subject matter:	As the real estate developer of the Zhuhai Jinwan Project, GDL
	Zhuhai is required to enter into a property management services
	agreement for the project and file with the relevant government
	authorities before the pre-sale of the project (which is expected to
	be around May 2021) in accordance with the relevant regulation
	requirements. Pursuant to the Zhuhai Jinwan Project Preliminary
	Property Services Agreement, GDL Zhuhai shall engage Yuehai
	Property Management Zhuhai Branch to provide property
	management services for the Zhuhai Jinwan Project, including
	general management services (such as property services centre
	reception and hotline service), maintenance of common area and
	common facilities and equipment, security, cleaning, greening,
	parking management, etc.
Service fees and	Pursuant to the Zhuhai Jinwan Project Preliminary Property
payment terms:	Services Agreement:
	(i) the property service fees shall be charged on a lump sum
	basis, which means the monthly fixed property service fees
	per square metre or per car parking space shall be payable by
	GDL Zhuhai (for properties completed but not delivered to
	the owners) or the owners (upon delivery of the properties) to
	Yuehai Property Management Zhuhai Branch for the relevant
	properties.
	Property service fees for (1) owners of high-rise residential
	properties shall be charged at RMB3 (equivalent to
	approximately HK$3.6) per square metre per month; (2)
	owners of office premises shall be charged at RMB29
	(equivalent to approximately HK$35.0) per square metre per
	month; (3) owners of commercial properties shall be charged
	at RMB8 (equivalent to approximately HK$9.6) per square
	metre per month; and (4) owners of car parking spaces shall
	be charged at RMB70 (equivalent to approximately
	HK$84.4) per parking space per month; and
	(ii) the respective owners of (1) and (3) above shall share and
	pay the actual water and electricity charges for the public
	areas, the amounts of which shall be calculated according to
	the charging standards of relevant water and power supply
	enterprises.
	4

The aforesaid fees shall be payable by the relevant owners before the 10th day of each month.

The service fees for the owners of properties completed but not delivered shall be payable by GDL Zhuhai. (For the avoidance of doubt, the relevant owners shall be responsible for the payment of service fees for the properties once the properties are delivered to the relevant owners.) GDL Zhuhai shall pay the property service fees of the prevailing month to Yuehai Property Management Zhuhai Branch before the 10th day of each month.

The service fees are determined after arm's length negotiations between the relevant parties after taking into account (i) the areas of the relevant properties; (ii) the remuneration and benefits of the labour involved in the relevant property management services; (iii) the administrative and daily operational costs involved in the relevant property management services; and (iv) the prevailing market rates for similar services.

Annual caps: RMB0 (equivalent to HK$0) for the period from 10 May 2021 to 31 December 2021;

RMB0 (equivalent to HK$0) for the period from 1 January 2022 to 31 December 2022;

RMB6,600,000 (equivalent to approximately HK$7,956,000) for the period from 1 January 2023 to 31 December 2023; and

RMB400,000 (equivalent to approximately HK$482,000) for the period from 1 January 2024 to 9 May 2024.

The annual caps have been set based on (i) the schedule for providing the property management services to the properties at the relevant premises (as it is expected that the first batch of the Zhuhai Jinwan Project will be completed in January 2023 and will commence to deliver the relevant properties at relevant premises to the owners in May 2023, and GDL Zhuhai will commence to pay the above service fees for certain unsold properties and car parking spaces, and the service fee estimation is subject to the projected delivery schedule assessment); and (ii) the total property service fees expected to be paid by GDL Zhuhai under the Zhuhai Jinwan Project Preliminary Property Services Agreement, which shall be calculated based on the aforementioned monthly fixed property service fees per square metre or per car parking space and the expected area of properties completed but not delivered to the owners (and the appropriate shared portion of the expected water and electricity charges).

5