Greenland Hong Kong Holdings Limited

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 consult your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Greenland Hong Kong Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, 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. 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) (1) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION (2) CONTINUING CONNECTED TRANSACTIONS AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING Financial adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular. A notice convening the EGM to be held at 10:00 a.m. on Thursday, 10 December 2020 is set out on pages EGM-1 and EGM-2 of this circular. A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to attend the EGM via e-Meeting System, you are requested to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). The completion and return of a form of proxy will not preclude you from attending and voting via e-Meeting System at the EGM. 25 November 2020 CONTENTS Page Definitions ...................................................... 1 Special Arrangements for the EGM ................................... 6 Letter from the Board ............................................. 7 Letter from the Independent Board Committee ......................... 23 Letter from the Independent Financial Adviser ........................ 25 Appendix I — Financial Information of the Group ............... I-1 Appendix II — Accountants’ Report of the Target Group ........... II-1 Appendix III — Unaudited Pro Forma Financial Information of the Enlarged Group .......................... III-1 Appendix IV — Management Discussion and Analysis of the Group .................................. IV-1 Appendix V — Management Discussion and Analysis of the Target Group ............................ V-1 Appendix VI — Valuation Report .............................. VI-1 Appendix VII — General Information ........................... VII-1 Notice of the Extraordinary General Meeting .......................... EGM-1 –i– DEFINITIONS In this circular, the following expressions have the following meanings, unless the context requires otherwise: “Acquisition” the acquisition of the entire equity interest in the Target Company pursuant to the Equity Transfer Agreement “Articles of Association” the articles of association of the Company, as amended from time to time “associate(s)” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors “Company” Greenland Hong Kong Holdings Limited (綠地香港控股有限公司), a company incorporated with limited liability in the Cayman Islands, the ordinary shares of which are listed on the Main Board of the Stock Exchange (stock code: 337) “Completion” the completion of the Acquisition (namely, when the change of holder of the equity interest of the Target Company has been registered with the relevant local authority and the books and records of the Target Group have been delivered to the Purchaser) “Completion Accounts” the audited consolidated financial statements of the Target Group as at the Completion Date to be prepared by an independent auditor in accordance with IFRS “Completion Date” the date of Completion of the Acquisition “connected person(s)” has the meaning ascribed to it in the Listing Rules “Consideration” the equity consideration for the Acquisition of approximately RMB3.64 billion (subject to adjustment) together with an amount equal to the Net Debt “Construction Agreements” construction agreements entered into between certain members of the Target Group and certain members of the Greenland Group in relation to the construction works for certain projects held by the Target Group –1– DEFINITIONS “Continuing Transactions” has the meaning ascribed to it under the paragraph headed “Existing Continuing Transactions” in the “Letter from the Board” “Controlling Shareholder” Gluon Xima International Limited, a company incorporated in Hong Kong, which directly holds approximately 59.11% of the total issued ordinary share capital of the Company as at the date the Latest Practicable Date “Directors” the directors of the Company “Enlarged Group” the Group as enlarged by the transactions contemplated under the Equity Transfer Agreement “EGM” the extraordinary general meeting of the Company to be convened and held at 10:00 a.m. on Thursday, 10 December 2020 for the purpose of considering, and if thought fit, approving, among other things, the Acquisition and the transactions contemplated thereunder “Equity Consideration” has the meaning ascribed to it under the paragraph headed “Terms of Payment” in the “Letter from the Board” “Equity Transfer Agreement” the Equity Transfer Agreement dated 12 October 2020 entered into by the Purchaser, the Vendor and the Target Company in relation to the Acquisition “Final Instalment” has the meaning ascribed to it under the paragraph headed “Terms of Payment” in the “Letter from the Board” “First Instalment” has the meaning ascribed to it under the paragraph headed “Terms of Payment” in the “Letter from the Board” “Fourth Instalment” has the meaning ascribed to it under the paragraph headed “Terms of Payment” in the “Letter from the Board” “Greenland Group” Greenland Holdings and its subsidiaries (excluding the Group and the Target Group) –2– DEFINITIONS “Greenland Holding Group” Greenland Holding Group Company Limited* (綠地控股集團有限公司), a company established in the PRC and a wholly-owned subsidiary of Greenland Holdings “Greenland Holdings” Greenland Holdings Corporation Limited (綠地控股集團股份有限公司), a company established under the laws of the PRC and listed on the Shanghai Stock Exchange (stock code: 600606), and the ultimate controlling shareholder of the Company “Greenland Real Estate” Greenland Real Estate Group Co. Ltd.* (綠地地產集團有限公司), a company established in the PRC and a wholly-owned subsidiary of Greenland Holdings “Group” the Company and its subsidiaries “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Holdback Sum” has the meaning ascribed to it under the paragraph headed “Indemnities” in the “Letter from the Board” “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “IFRS” International Financial Reporting Standards issued by the International Accounting Standards Board “Independent Board the committee of the Board comprising all the Committee” independent non-executive Directors (namely, Mr. Fong Wo, Felix, JP, Mr. Kwan Kai Cheong and Dr. Lam, Lee G.) “Independent Financial means Octal Capital Limited, a licensed corporation Adviser” or “Octal Capital permitted under the SFO to carry out Type 1 (dealing Limited” in securities) and Type 6 (advising on corporate finance) regulated activities, and being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders on the Acquisition “Independent Shareholders” Shareholders other than those who are required by the Listing Rules to abstain from voting at the EGM to be convened to approve the Acquisition –3– DEFINITIONS “Landscape Agreements” agreements entered into between certain members of the Target Group and certain members of the Greenland Group in relation to the Landscape Greening Works for certain projects held by the Target Group “Landscape Greening Works” the landscape construction and greening works to be provided pursuant to the Landscape Agreements “Latest Practicable Date” 20 November 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules “Net Debt” the amount of loans and dividend payable owed by the Target Group to the Greenland Group as at Completion Date after setoff of loans owed by the Greenland Group to the Target Group “PRC” or “China” the People’s Republic of China which, for the purposes of this circular, excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan “Procurement Agreements” agreements entered into between certain members of the Target Group and Quanjing

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