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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Greentown China Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or the 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 * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 3900) SHARE AND CONNECTED TRANSACTIONS The Independent Financial Adviser to the Independent Board Committee and the Shareholders A letter from the Board is set out on pages 6 to 16 of this circular and a letter from the Independent Board Committee is set out on pages 17 to 18 of this circular. A letter from Hercules Capital, the Independent Financial Adviser to the Independent Board Committee and the Shareholders, containing its advice to the Independent Board Committee and the Shareholders in relation to the Acquisition is set out on pages 19 to 36 of this circular. * For identification purposes only 6 January 2010 CONTENTS Page Definitions ................................................... 1 Letter from the Board ............................................... 6 Letter from the Independent Board Committee ........................... 17 Letter from the Independent Financial Adviser ........................... 19 Appendix I – Valuation Report on the Project ..................... 37 Appendix II – General Information .............................. 46 – i – DEFINITIONS In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise: “Acquisition” the acquisition of the entire issued share capital in Grandlink from Jamuta by Richwise under the Agreement (including the allotment and issue of the Consideration Shares) “Agreement” the agreement dated 16 December 2009 entered into between Richwise, Jamuta, the Company and Mr Guo in respect of the Acquisition “Announcement” the announcement of the Company dated 16 December 2009 in relation to the Acquisition “associate(s)” hasthemeaningascribedtoitundertheListing Rules “Board” theboardofDirectors “China”or“PRC” the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Company” Greentown China Holdings Limited ( *), a company incorporated in the Cayman Islands on 31 August 2005 with limited liability, the Shares of which are listed on the Stock Exchange “CompletionDate” the first working day after the date on which all the conditions precedent of the Agreement are fulfilled “connectedperson” hasthemeaningascribedtoitundertheListing Rules “Consideration” RMB250.0million(equivalenttoHK$285.0 million) “Consideration Shares” 13,010,000 new Shares to be allotted and issued by the Company to satisfy a portion of the Consideration under the Agreement “Directors” thedirectorsoftheCompany “Encumbrances” encumbrances, including but not limited to mortgage, pledge or other form of security, dispute, forfeiture, seizure or any other third party rights – 1 – DEFINITIONS “GeneralMandate” a general mandate granted to the Directors at an annual general meeting of the Company dated 17 June 2009 to allot and issue up to 307,472,321 Shares “Grandlink” Grandlink Development Limited , a limited liability company which was incorporated in Hong Kong on 16 September 2009 and is a direct wholly-owned subsidiary of Jamuta as at the Latest Practicable Date “Greentown Real Estate” (Greentown Real Estate Group Co., Ltd.*), a wholly foreign-owned enterprise which was incorporated in the PRC on 6 January 1995 and is an indirect wholly-owned subsidiary the Company “Group” theCompanyanditssubsidiaries “HK$” HongKongdollars,thelawfulcurrencyofHongKong “HongKong” the Hong Kong Special Administrative Region of the PRC “Independent Board Committee” an independent committee of the Board comprising all the independent non-executive Directors, namely, Mr Jia Shenghua, Mr Jiang Wei, Mr Sze Tsai Ping, Michael, Mr Tsui Yiu Wa, Alec, Mr Tang Shiding and Mr Ke Huanzhang to advise the Shareholders in respect of the Acquisition “Independent Financial Adviser” Hercules Capital Limited, licensed under the SFO to or “Hercules Capital” conduct Type 6 (advising on corporate finance) regulated activity under the SFO, not connected with any of the directors, chief executive and substantial shareholders of the Company, its subsidiaries and their respective associates, and the independent financial adviser appointed to advise the Independent Board Committee and the Shareholders in relation to the Acquisition “Independent Property Valuer” DTZ Debenham Tie Leung Limited, an independent or “DTZ” property valuer, which is not connected with any of the directors, chief executive and substantial shareholders of the Company, its subsidiaries and their respective associates – 2 – DEFINITIONS “IssuePrice” theissuepriceofHK$13.09perConsideration Share “Jamuta” JamutaInvestmentsLimited,alimitedliabilitycompany which was incorporated in the British Virgin Islands on 26 April 2007 and is wholly-owned by Mr Guo “Latest Practicable Date” 4January2010,beingthelastpracticable date before the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular “ListingRules” the Rules Governing the Listing of Securities on the Stock Exchange “Loan” aloanintheamountofRMB4.0million(equivalentto approximately HK$4.6 million) to satisfy a portion of the Consideration under the Agreement “LongStopDate” 31January2010orsuchotherdateastheparties to the Agreement may agree “MrGuo” MrGuoJiafeng,anexecutiveDirector “NoteHolders” theholdersoftheUS$400,000,0009.00%Senior Notes due 2013, 90.3% of these notes was repurchased by the Company in May 2009. Please refer to the announcements of the Company dated 21April 2009 and 20 May 2009 for further information regarding the repurchases “OptionHolders” theholdersoftheshareoptionsgrantedby the Company pursuant to the share option scheme adopted by a resolution of the Shareholders on 22 June 2006 “Other Investors” (Hangzhou Mei Hao Real Estate Development Co., Ltd.*) and (Hangzhou Hao Tian Investment Management Co., Ltd.*), each being an independent third party to the Company under the Listing Rules and holds 18% of the equity interest in Yuhang Greentown – 3 – DEFINITIONS “Project” (Hangzhou Taohuayuan South*), a residential and ancillary property development project located at (Yuan Bai Mu Di Village, Tao Yuan Community, Zhong Tai Xiang, Yuhang District, Hangzhou City, Zhejiang Province*) with a total site area approximately 937,118 square metres according to the Certificates for the Use of State-owned Land ( ), wholly-owned by Yuhang Greentown “Richwise” RichwiseHoldingsLimited,alimitedliability company which was incorporated in the British Virgin Islands on 16 November 2004 and is a direct wholly-owned subsidiary of the Company “RMB” Renminbi,thelawfulcurrencyofthePRC “SaleShare” one share of HK$1.00 in the issued share capital of Grandlink, representing the entire issued share capital of Grandlink “SeparateAgreement” anagreemententeredintobetweenMrGuo and Zhoushan Yihua on 21 December 2009, whereby Zhoushan Yihua agreed to buy, and Mr Guo agreed to sell, the entire equity interest in Zhoushan Xianghe at a consideration of RMB4.0 million (equivalent to approximately HK$4.6 million) “SFO” theSecuritiesandFuturesOrdinance(Chapter571ofthe Laws of Hong Kong) “Share(s)” theordinaryshare(s)ofHK$0.1eachoftheCompany “Shareholders” holdersoftheShares “StockExchange” TheStockExchangeofHongKongLimited “TargetGroup” Grandlink, Zhoushan Yihua, Zhoushan Xianghe and Yuhang Greentown “US$” UnitedStatesdollars,thelawfulcurrencyoftheUnited States of America – 4 – DEFINITIONS “Yuhang Greentown” (Hangzhou Yuhang Greentown Real Estate Development Co., Ltd.*), a limited liability company which was incorporated in the PRC on 12 November 1999, and as at the Latest Practicable Date 13% owned by Zhoushan Xianghe, 51% by Greentown Real Estate and 36% by Other Investors “Zhoushan Xianghe” (Zhoushan Xianghe Design Consultancy Co., Ltd.*), a limited liability company which was incorporated in the PRC on 6 November 2009 “Zhoushan Yihua” (Zhoushan Yihua Design Consultancy Co., Ltd.*), a wholly foreign-owned enterprise which was incorporated in the PRC on 18 November 2009 “%” percent. Note: For the purpose of this circuIar, the exchange rate of RMB1 = HK$1.14 has been used for currency translation, where applicable. Such an exchange rate is for illustration purposes and does not constitute representation that any amount in RMB or HK$ have been or may be converted in such rates. * For identification purposes only – 5 – LETTER FROM THE BOARD GREENTOWN CHINA HOLDINGS LIMITED * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 3900) Executive Directors: Registered office: Mr Song Weiping (Chairman)