THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about this circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your Shares in COFCO Land Holdings Limited, you should at once hand this circular together with the accompanying form of proxy 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. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. COFCO LAND HOLDINGS LIMITED 中 糧 置 地 控 股 有 限 公 司 (Incorporated in Bermuda with limited liability) (Stock Code: 207) (1) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF JOY CITY PROJECTS (2) PROPOSED GRANT OF SPECIFIC MANDATE AND (3) PROPOSED GRANT OF COFCO SPECIFIC MANDATE AND CONNECTED TRANSACTION Financial Advisers to the Company Independent Financial Adviser to the Independent Board Committee and the Shareholders A letter from the Board is set out on pages 11 to 37 of this circular. A letter from the Independent Board Committee containing its recommendation to the Shareholders is set out on pages 38 to 39 of this circular. A letter from Somerley, the independent financial adviser, containing its advice to the Independent Board Committee and the Shareholders is set out on pages 40 to 80 of this circular. A notice convening the SGM of the Company to be held at 10:00 a.m. (or immediately following the Change of Name SGM convened on the same day), on Thursday, 27 November 2014, at Gloucester Room II, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong. is set out on pages SGM-1 to SGM-3 of this circular. Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Progressive Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish. 5 November 2014 CONTENTS Page DEFINITIONS ................................................................... 1 LETTER FROM THE BOARD ................................................... 11 LETTER FROM THE INDEPENDENT BOARD COMMITTEE .................... 38 LETTER FROM SOMERLEY .................................................... 40 RISK FACTORS ................................................................. 81 BUSINESS OF THE TARGET GROUP ........................................... 103 CONTINUING CONNECTED TRANSACTIONS .................................. 140 FINANCIAL INFORMATION OF THE TARGET GROUP ........................ 155 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 — PROPERTY VALUATION OF THE TARGET GROUP ........ IV-1 APPENDIX V — GENERAL INFORMATION .................................. V-1 NOTICE OF THE SGM .......................................................... SGM-1 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: ‘‘2013 Circular’’ the Company’s circular dated 30 November 2013, in relation to the acquisition by the Company of the commercial property portfolio from COFCO Group, which constituted a very substantial acquisition and reverse takeover transaction of the Company ‘‘Achieve Bloom’’ Achieve Bloom Limited (得茂有限公司), a company incorporated in the BVI with limited liability, a controlling shareholder of the Company which as at the Latest Practicable Date held approximately 67.03% of the issued share capital of the Company ‘‘Acquisition’’ the sale and purchase of the Sales Shares and the Shareholder Loans as contemplated under the Acquisition Agreement ‘‘Acquisition Agreement’’ an acquisition agreement dated 12 September 2014 (as supplemented by a supplemental agreement thereto) and entered into among the Company, COFCO Land, Sheen Jade and Magic Grain in relation to the Acquisition ‘‘Announcement’’ the announcement of the Company dated 12 September 2014 in relation to, among other things, the Acquisition ‘‘Average rental rate’’ (a) the total rent (inclusive of any turnover rent) of the relevant period divided by (b) the product of (i) the leasable area of that property provided by management records multiplied by the occupancy rate for the relevant periods, and (ii) the number of days in the relevant periods ‘‘Average selling price’’ in relation to any property in any period, (a) revenue recognised from property sales divided by (b) gross floor area sold of that property ‘‘Beijing COFCO’’ Beijing COFCO Plaza Development Co. Ltd. (北京中糧廣場發 展有限公司), a company incorporated in the PRC with limited liability, a member of the Target Group ‘‘Beijing Gloria Management’’ Beijing Gloria Properties Management Co., Ltd. (北京凱萊物 業管理有限公司), a company incorporated in the PRC with limited liability, a wholly-owned subsidiary of the Company – 1 – DEFINITIONS ‘‘Beijing Hongtaijiye’’ Beijing Hongtaijiye Real Estate Co., Ltd.* (北京弘泰基業房地 產有限公司), a company incorporated in the PRC with limited liability, a member of the Target Group ‘‘Beijing Kunting Asset Beijing Kunting Asset Management Co., Ltd.* (北京昆庭資產 Management’’ 管理有限公司), a company incorporated in the PRC with limited liability, a member of the Target Group ‘‘Board’’ the board of Directors ‘‘Business Day’’ a day (other than a Saturday or Sunday or days on which a tropical cyclone warning number 8 or above or a ‘‘black’’ rain warning signal is hoisted in Hong Kong at any time between 9 am and 5 pm) on which Hong Kong clearing banks are open for the transaction of normal banking business ‘‘BVI’’ the British Virgin Islands ‘‘Call Options’’ the call options granted by COFCO Corporation to the Company for the acquisition of the Joy City Projects or interests in the respective companies holding such Joy City Projects, further details of which are disclosed in the 2013 Circular ‘‘CBRC’’ the China Banking Regulatory Commission (中國銀行業監督 管理委員會) ‘‘Change of Name SGM’’ the special general meeting of the Company convened by the notice dated 4 November 2014 for the purpose of considering, and if thought fit, approving the proposed change of name of the Company ‘‘China Native Produce and China National Native Produce and Animal By-products Animal By-products’’ Import & Export Corporation* (中國土產畜產進出口總公司), a company incorporated in the PRC, a wholly-owned subsidiary of COFCO Corporation ‘‘China or PRC’’ the People’s Republic of China, which shall, for the purposes of this circular, exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ‘‘COFCO (HK)’’ COFCO (Hong Kong) Limited (中糧集團(香港)有限公司), a company incorporated in Hong Kong with limited liability and wholly owned by COFCO Corporation, a controlling shareholder of the Company – 2 – DEFINITIONS ‘‘COFCO Corporation’’ COFCO Corporation (中糧集團有限公司), a state-owned enterprise incorporated in the PRC in September 1952 under the purview of SASAC, a controlling shareholder of the Company ‘‘COFCO Group’’ COFCO Corporation and its subsidiaries, excluding the Group and the Target Group ‘‘COFCO Investment’’ COFCO Commercial Property Investment Co., Ltd. (中糧置業 投資有限公司), a company incorporated in the PRC with limited liability, a member of the Target Group ‘‘COFCO Land’’ COFCO Land Limited (中糧置地有限公司), a company incorporated in Hong Kong with limited liability and wholly owned by Achieve Bloom ‘‘COFCO Shanghai’’ Shanghai COFCO Property Development Co., Ltd.* (上海中糧 置業發展有限公司), a company incorporated in the PRC with limited liability, a member of the Target Group ‘‘COFCO Specific Mandate’’ the specific mandate proposed to be granted by the Shareholders to the Directors at the SGM to allot and issue not more than 4,175,897,067 new Shares to Achieve Bloom at the Placing Price ‘‘COFCO Share Subscription’’ the potential allotment and issue of the COFCO Subscription Shares to Achieve Bloom by the Company ‘‘COFCO Subscription Shares’’ not more than 4,175,897,067 new Shares to be allotted and issued by the Company to Achieve Bloom pursuant to the COFCO Specific Mandate ‘‘Company’’ COFCO Land Holdings Limited (中糧置地控股有限公司), a company incorporated under the laws of Bermuda with limited liability on 23 September 1992, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 00207) ‘‘Completion’’ the completion of the Acquisition in accordance with the terms and conditions of the Acquisition Agreement ‘‘Completion Date’’ thedateonwhichCompletionoccurs