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CHINA MERCHANTS LAND LIMITED 招商局置地有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 978) LR 13.51A

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CHINA MERCHANTS LAND LIMITED 招商局置地有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 978) LR 13.51A Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited LR 14.58(1) Note 5 to take no responsibility for the contents of this announcement, make no representation as to LR 13.52 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. CHINA MERCHANTS LAND LIMITED 招商局置地有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 978) LR 13.51A MAJOR AND CONNECTED TRANSACTION RELATING TO THE ACQUISITION OF 49% EQUITY INTEREST IN MERCHANTS PROPERTY DEVELOPMENT (GUANGZHOU) Financial Adviser to the Company China Merchants Securities (HK) Co., Limited THE ACQUISITION On 3 August 2014, Sino Action (a wholly-owned subsidiary of the Company, as the purchaser), Shenzhen China Merchants (as the seller) and Merchants Property Development (Guangzhou) entered into the Agreement, pursuant to which Sino Action has conditionally agreed to acquire, and Shenzhen China Merchants has conditionally agreed to sell, the Sale Equity Interest. The Consideration for the sale and purchase of the Sale Equity Interest is approximately RMB1,212.77 million, which will be satisfied by way of cash. After the Sale Equity Interest is transferred to Sino Action, Merchants Property Development (Guangzhou) will become an indirect wholly-owned subsidiary of the Company. LISTING RULES IMPLICATIONS The Acquisition constitutes: (a) a major transaction of the Company under Rule 14.06(3) of the Listing Rules as one or more of the relevant percentage ratios under Rule 14.07 of the Listing Rules are over 25% but less than 100% for the Company in relation to the Acquisition; and (b) a non-exempt connected transaction of the Company as Shenzhen China Merchants is a connected person of the Company by virtue of being an associate of CMPD, which is the controlling shareholder of the Company. – 1 – Accordingly, the Acquisition is subject to the reporting, announcement and the approval of the Independent Shareholders at the EGM. CMPD and its associates are required to abstain from voting on the relevant resolution(s) to be proposed at the EGM to approve the Acquisition. THE INDEPENDENT BOARD COMMITTEE AND THE CIRCULAR The Independent Board Committee comprising all of the four independent non-executive Directors, namely Dr. Wong Wing Kuen, Albert, Ms. Chen Yanping, Dr. Shi Xinping and Mr. He Qi, has been formed to advise the Independent Shareholders on the Acquisition. Altus Capital Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Acquisition. The Circular containing, among other things, (i) further details of the Acquisition; (ii) the recommendation of the Independent Board Committee in relation to the Acquisition; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Acquisition; (iv) financial information of the Target Group; (v) a property valuation of the Target Group; and (vi) the notice of the EGM, is expected to be despatched to the Shareholders on or before 25 August 2014. WARNING The Acquisition is subject to a number of conditions including Independent Shareholders’ approval, which may or may not be fulfilled. SHAREHOLDERS OF THE COMPANY AND POTENTIAL INVESTORS SHOULD EXERCISE CAUTION WHEN THEY DEAL OR CONTEMPLATE DEALING IN THE SHARES OR OTHER SECURITIES OF THE COMPANY. On 3 August 2014, Sino Action (a wholly-owned subsidiary of the Company, as the purchaser), Shenzhen China Merchants (as the seller) and Merchants Property Development (Guangzhou) entered into the Agreement pursuant to which, among other things, Sino Action has conditionally agreed to acquire, and Shenzhen China Merchants has conditionally agreed to sell, the Sale Equity Interest for an amount of approximately RMB1,212.77 million. After the Sale Equity Interest is transferred to Sino Action, Merchants Property Development (Guangzhou) will become an indirect wholly-owned subsidiary of the Company. Set out below are details of the Agreement: THE AGREEMENT Date: 3 August 2014 LR 14.58(3) Parties (1) Sino Action (as the purchaser); (2) Shenzhen China Merchants (as the seller); and (3) Merchants Property Development (Guangzhou). – 2 – Sino Action is principally engaged in investment holding and is an indirect wholly-owned subsidiary of the Company. Shenzhen China Merchants is a company principally engaged in property development LR 14A.68(2) and sale in the PRC and a wholly-owned subsidiary of CMPD. As at the date of this LR14.59(2) announcement, CMPD is the controlling shareholder of the Company and indirectly holds 3,646,889,329 Shares of the Company, representing approximately 74.35% of the total issued share capital of the Company. CMPD is therefore a connected person of the Company by virtue of being a substantial shareholder of the Company, and Shenzhen China Merchants is therefore a connected person of the Company by virtue of being an associate of CMPD. The Acquisition Sino Action has conditionally agreed to acquire from Shenzhen China Merchants the Sale LR 14.60(1) Equity Interest. Further information on Merchants Property Development (Guangzhou) is set out in the section headed “Information on the Target Group” below. Conditions Precedent Payment of the Consideration is conditional upon the satisfaction or the waiver in writing of certain conditions precedent on or before the First Payment Date, including but not limited to the following: (a) the approval of Independent Shareholders for, among other things, the Agreement and the Acquisition, having been obtained and remaining in full force and effect; (b) Sino Action having completed its legal, financial and business due diligence on each Target Group Company, and the results of such due diligence are satisfactory to Sino Action; (c) all necessary approvals, consent and filings of any third parties (including but not limited to the relevant governmental authorities) in relation to the entry into and performance of the obligations under the Agreement by Merchants Property Development (Guangzhou) and Shenzhen China Merchants having been obtained or made, which will not require substantial amendments to the terms and conditions of the Agreement; (d) each of the board of directors of CMPD and Shenzhen China Merchants having duly authorised and approved (i) the execution and performance of the Agreement by Shenzhen China Merchants, and (ii) the completion of the Acquisition; (e) the approval of CMG in relation to the Acquisition having been obtained; (f) the Acquisition and the relevant transaction documents having been approved by the competent local commission of MOFCOM, and the necessary filing with MOFCOM in relation to the Acquisition having been completed; (g) all other necessary filings with the relevant regulatory authorities in the PRC (including filings with SAIC and SAFE) having been completed; – 3 – (h) the Warranties remaining true and accurate and not misleading in any material respect if they were repeated at any time on or before the First Payment Date by reference to the facts and circumstances then existing (on the basis that the references in the Warranties to the date of this Agreement were references to the relevant date); (i) in Sino Action’s reasonable judgement, no event has occurred which has materially adversely affected or may materially adversely affect any of the Target Group Company since execution of the Agreement till the First Payment Date; (j) Jones Lang LaSalle having completed the valuation of the properties of each Target Group Company in accordance with the requirements of the Listing Rules in relation to the Acquisition and the content and results of such valuation being satisfactory to Sino Action; and (k) Sino Action having received an opinion issued by Jun He Law Firm, the PRC legal advisers to Sino Action, in respect of the Acquisition and each Target Group Company and in form and substance satisfactory to the Company. If any of the conditions precedent set out in the Agreement has not been fulfilled or waived by Sino Action before the Long Stop Date, Sino Action, at its sole discretion and by making written notice to Shenzhen China Merchants, will be entitled to either: (a) make payment of 50% of the Consideration on a date (the Alternative First Payment Date) not later than the tenth Business Day after the Long Stop Date. For avoidance of doubt, under such circumstances, the remaining 50% of the Consideration shall be paid in accordance with the manner described under the section headed “The Consideration and Payment Arrangement” below, or; (b) terminate the Agreement with immediate effect. The Consideration and Payment Arrangement LR 14.58(4) The Consideration for the Sale Equity Interest is approximately RMB1,212.77 million, which will be satisfied by cash. 50% of the Consideration shall be paid by Sino Action on the third Business Day after all the conditions precedent set out in the Agreement are fulfilled or waived by Sino Action, or on the Alternative First Payment Date (whichever is later) (the First Payment Date). The remaining 50% of the Consideration shall be paid by Sino Action no later than 30 April 2015 upon prior written payment notice from Shenzhen China Merchants at least three Business Days in advance. The Consideration was determined after arm’s length negotiations between the Company, Sino LR 14.58(5)
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