Greenland Hong Kong : ANNOUNCEMENT CONNECTED TRANSACTION Appointment of connected persons as contractors for construction works CONTINUING CONNECTED TRANSACTION Engagement of connected person for landscape greening works

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.

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)

ANNOUNCEMENT

CONNECTED TRANSACTION Appointment of connected persons as contractors for construction works

CONTINUING CONNECTED TRANSACTION

Engagement of connected person for landscape greening works

The Board is pleased to announce that on 29 April 2021 (after trading hours):

1. Head Office of ASEAN Project Company 1, a wholly-owned subsidiary of the Company, entered into the Head Office of ASEAN Contractor Agreement 1 with Contractor A to conditionally appoint Contractor A as the main contractor for the Head Office of ASEAN Project 1;
2. Head Office of ASEAN Project Company 2, a wholly-owned subsidiary of the Company, entered into the Head Office of ASEAN Contractor Agreement 2 with Contractor A to conditionally appoint Contractor A as the main contractor for the Head Office of ASEAN Project 2;
3. Head Office of ASEAN Project Company 3, a wholly-owned subsidiary of the Company, entered into the Head Office of ASEAN Contractor Agreement 3 with Contractor A to conditionally appoint Contractor A as the main contractor for the Head Office of ASEAN Project 3;
4. If Alan Project Company, a wholly-owned subsidiary of the Company, entered into the If Alan Contractor Agreement with Contractor B to conditionally appoint Contractor B as the main contractor for the If Alan Project;
5. Greenland Xinli Haiyue Mansion Project Company, a 90%-owned subsidiary of the Company, entered into the Greenland Xinli Haiyue Mansion Contractor Agreement with Contractor C to appoint conditionally Contractor C as the contractor for the Greenland Xinli Haiyue Mansion Project;

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1. Greenland Dongmeng Town Project Company, a wholly-owned subsidiary of the Company, entered into the Greenland Dongmeng Town Contractor Agreements with Contractor D to conditionally appoint Contractor D as the contractor for the following projects;
2. 1. Greenland Dongmeng Town Project 1;
   2. Greenland Dongmeng Town Project 2;
   3. Greenland Dongmeng Town Project 3; and
   4. Greenland Dongmeng Town Project 4;
3. Greenland Art Residence Project Company, a 60%-owned subsidiary of the Company, entered into the Greenland Art Residence Contractor Agreement with Contractor D to conditionally appoint Contractor D as the contractor for the Greenland Art Residence Project; and
4. the Company entered into the Framework Agreement with Senmao to engage Senmao to undertake the Landscape Greening Works in respect of the Landscape Projects.

As at the date of this announcement, Greenland Holdings indirectly holds approximately 59.1% of the entire issued ordinary share capital of the Company and is a connected person of the Company. Contractor A and Contractor B are controlled as to approximately 76.7% and 72.2% by Greenland Holdings respectively. Contractor C and Contractor D are owned as to 100% and as to 70% by Greenland Holdings respectively. Senmao is owned as to 60% by Greenland Holdings. Accordingly, each of the Contractors and Senmao is an associate of Greenland Holdings and, thus, a connected person of the Company.

As the highest Applicable Percentage Ratio for the Contractor Agreements on an aggregate basis exceeds 5%, the Contractor Agreements constitute connected transactions for the Company subject to the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

As the highest Applicable Percentage Ratio for the Framework Agreement (when aggregated with the Previous Framework Agreements) is more than 0.1% but less than 5%, the Framework Agreement constitutes a continuing connected transaction for the Company subject to the reporting, annual review and announcement requirements but is exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

The Independent Board Committee, comprising all independent non-executive Directors, will be formed to advise the Independent Shareholders on the fairness and reasonableness of the terms of the Contractor Agreements. An independent financial adviser will be appointed to make recommendations to the Independent Board Committee and the Independent Shareholders in respect of the same.

A circular containing, among other things, details of the Contractor Agreements, a letter from the Independent Board Committee and a letter from the independent financial adviser, both advising on the terms of the Contractor Agreements, and a notice of the EGM is expected to be despatched to the Shareholders on or before 31 May 2021.

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CONNECTED TRANSACTIONS - THE CONTRACTOR AGREEMENTS

The principal terms of the Contractor Agreements are as follows:

1. Head Office of ASEAN Contractor Agreement 1

Date:	29 April 2021
Parties:	(i) Head Office of ASEAN Project Company 1 as the
	principal
	(ii) Contractor A as the main contractor
Subject matter:	To undertake civil engineering works, and electrical and
	plumbing and drainage installation works in respect of
	the Head Office of ASEAN Project 1 in accordance with
	the construction drawings, design modification and the
	instruction of Head Office of ASEAN Project Company 1
Project description and	The main contracting of construction and installation works
location:	for phase 2 of the Head Office of ASEAN (東盟總部基
	地二期) to be developed on the land parcel situated at the
	western side of Nayue Road and the northern side of Jinhai
	Road, Liangqing District, Nanning City, Guangxi Zhuang
	Autonomous Region, the PRC (中國廣西壯族自治區南寧市
	良慶區金海路以北、那約路以西)
Estimated construction	Approximately 66,616 sq.m.
area:
Estimated total contract	Approximately RMB92 . 56 million inclusive of tax
sum:	(approximately HK$110.19 million), subject to adjustment in
	accordance with relevant provisions in the agreement
Expected commencement	1 July 2021
date:

Expected completion date: 11 August 2023

1. Head Office of ASEAN Contractor Agreement 2

Date:	29 April 2021
Parties:	(i)	Head Office of ASEAN Project Company 2 as the
		principal
	(ii)	Contractor A as the main contractor

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Subject matter:	To undertake civil engineering works, and electrical and
	plumbing and drainage installation works in respect of
	the Head Office of ASEAN Project 2 in accordance with
	the construction drawings, design modification, and the
	instruction of Head Office of ASEAN Project Company 2
Project description and	The main contracting of construction and installation works
location:	for phase 3 of the Head Office of ASEAN (東盟總部基
	地三期) to be developed on the land parcel situated at the
	western side of Nayue Road and the northern side of Jinhai
	Road, Liangqing District, Nanning City, Guangxi Zhuang
	Autonomous Region, the PRC (中國廣西壯族自治區南寧市
	良慶區金海路以北、那約路以西)
Estimated construction	Approximately 39,944 sq.m.
area:
Estimated total contract	Approximately RMB53 . 66 million inclusive of tax
sum:	(approximately HK$63.88 million), subject to adjustment in
	accordance with relevant provisions in the agreement
Expected commencement	20 September 2021
date:

Expected completion date: 3 January 2023

1. Head Office of ASEAN Contractor Agreement 3

Date:	29 April 2021
Parties:	(i) Head Office of ASEAN Project Company 3 as the
	principal
	(ii) Contractor A as the main contractor
Subject matter:	To undertake civil engineering works, and electrical and
	plumbing and drainage installation works in respect of
	the Head Office of ASEAN Project 3 in accordance with
	the construction drawings, design modification and the
	instruction of Head Office of ASEAN Project Company 3
Project description and	The main contracting of construction and installation works
location:	for phase 4 of the Head Office of ASEAN (東盟總部基
	地四期) to be developed on the land parcel situated at the
	western side of Nayue Road and the northern side of Jinhai
	Road, Liangqing District, Nanning City, Guangxi Zhuang
	Autonomous Region, the PRC (中國廣西壯族自治區南寧市
	良慶區金海路以北、那約路以西)

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Estimated construction	Approximately 17,982 sq.m.
area:
Estimated total contract	Approximately RMB23 . 18 million inclusive of tax
sum:	(approximately HK$27.60 million), subject to adjustment in
	accordance with relevant provisions in the agreement
Expected commencement	16 July 2021
date:

Expected completion date: 26 July 2022

1. If Alan Contractor Agreement

Date:	29 April 2021
Parties:	(i) If Alan Project Company as the principal
	(ii) Contractor B as the main contractor
Subject matter:	To undertake civil engineering works, and electrical and
	plumbing and drainage installation works in respect of the If
	Alan Project in accordance with the construction drawings,
	design modification and the instruction of If Alan Project
	Company
Project description and	The main contracting of construction and installation works
location:	for section 2 of If Alan Project (綠地安蘭諾雅項目二標段)
	to be developed on the land parcel situated at the northeast
	side of the intersection of Hushan Road and Changqing
	Road, Binhu District, Wuxi City, Jiangsu Province, the PRC
	(中國江蘇省無錫市濱湖區湖山路與常青路交叉口東北側)
Estimated construction	Approximately 145,562 sq.m.
area:
Estimated total contract	Approximately RMB211 . 01 million inclusive of tax
sum:	(approximately HK$251.20 million), subject to adjustment in
	accordance with relevant provisions in the agreement
Expected commencement	1 August 2021
date:
Expected completion date:	15 August 2023

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1. Greenland Xinli Haiyue Mansion Contractor Agreement

Date:	29 April 2021
Parties:	(i) Greenland Xinli Haiyue Mansion Project Company as
	the principal
	(ii) Contractor C as the contractor
Subject matter:	To undertake interior decoration works in respect of the
	Greenland Xinli Haiyue Mansion Project in accordance
	with the construction drawings, design modification and
	the instruction of Greenland Xinli Haiyue Mansion Project
	Company
Project description and	The interior decoration works for phase 1 of the public area
location:	of the western land parcel of the Greenland Xinli Haiyue
	M a n s i o n ( 綠地新里海玥公館西地塊公區一期) t o b e
	undertaken on the land parcel situated next to Potou No.1
	Senior Middle School Land Parcel, Potou District, Zhanjiang
	City, Guangdong Province, the PRC (中國廣東省湛江市坡
	頭區坡頭一中地塊旁)
Estimated construction	Approximately 13,700 sq.m.
area:
Estimated total contract	A p p r o x i m a t e l y R M B 6 . 2 3 m i l l i o n i n c l u s i v e o f t a x
sum:	(approximately HK$7.42 million), subject to adjustment in
	accordance with relevant provisions in the agreement
Expected commencement	3 July 2021
date:

Expected completion date: 28 July 2021

(f)(i) Greenland Dongmeng Town Contractor Agreement 1

Date:	29 April 2021
Parties:	(i) Greenland Dongmeng Town Project Company as the
	principal
	(ii) Contractor D as the contractor
Subject matter:	To undertake installation works for doors, windows and
	louvers in respect of the Greenland Dongmeng Town Project
	1 in accordance with the construction drawings, design
	modification and the instruction of Greenland Dongmeng
	Town Project Company

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Project description and	The installation works for doors, windows and louvers for
location:	the Greenland Dongmeng International Town (綠地東盟國
	際城) to be undertaken on the land parcel no.35 (G3, G5,
	G6, the nursery and the villa) surrounded by Ningwu Road,
	Shishan Road, Lijian Avenue and Dinghe Road within the
	ASEAN Economic and Technological Development Zone,
	Nanning City, Guangxi Zhuang Autonomous Region, the
	PRC (中國廣西壯族自治區南寧市東盟經開區寧武路、獅
	山路、裡建大道、定合路合圍內等地)
Estimated construction	Approximately 73,000 sq.m.
area:
Estimated total contract	A p p r o x i m a t e l y R M B 7 . 1 4 m i l l i o n i n c l u s i v e o f t a x
sum:	(approximately HK$8.50 million), subject to adjustment in
	accordance with relevant provisions in the agreement
Expected commencement	1 September 2021
date:

Expected completion date: 11 March 2022

(f)(ii) Greenland Dongmeng Town Contractor Agreement 2

Date:	29 April 2021
Parties:	(i) Greenland Dongmeng Town Project Company as the
	principal
	(ii) Contractor D as the contractor
Subject matter:	To undertake installation works for railings and fences
	in respect of the Greenland Dongmeng Town Project 2
	in accordance with the construction drawings, design
	modification and the instruction of Greenland Dongmeng
	Town Project Company
Project description and	The installation works for railings and fences for the
location:	Greenland Dongmeng International Town (綠地東盟國際
	城) to be undertaken on the land parcel no.35 surrounded
	by Ningwu Road, Shishan Road, Lijian Avenue and Dinghe
	Road within the ASEAN Economic and Technological
	Development Zone, Nanning City, Guangxi Zhuang
	Autonomous Region, the PRC (中國廣西壯族自治區南寧市
	東盟經開區寧武路、獅山路、裡建大道、定合路合圍內等
	地)
Estimated construction	Approximately 95,600 sq.m.
area:

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Estimated total contract	A p p r o x i m a t e l y R M B 2 . 9 7 m i l l i o n i n c l u s i v e o f t a x
sum:	(approximately HK$3.54 million), subject to adjustment in
	accordance with relevant provisions in the agreement
Expected commencement	1 September 2021
date:

Expected completion date: 26 March 2022

(f)(iii)Greenland Dongmeng Town Contractor Agreement 3

Date:	29 April 2021
Parties:	(i) Greenland Dongmeng Town Project Company as the
	principal
	(ii) Contractor D as the contractor
Subject matter:	To undertake installation works for doors and windows
	in respect of the Greenland Dongmeng Town Project 3
	in accordance with the construction drawings, design
	modification and the instruction of Greenland Dongmeng
	Town Project Company
Project description and	The installation works for doors and windows for phase 2
location:	of the Greenland Dongmeng International Town (綠地東
	盟國際城二期) to be undertaken on the land parcel CR14-
	1 surrounded by Ningwu Road, Shishan Road, Lijian
	Avenue and Dinghe Road within the ASEAN Economic and
	Technological Development Zone, Nanning City, Guangxi
	Zhuang Autonomous Region, the PRC (中國廣西壯族自治
	區南寧市東盟經開區寧武路、獅山路、裡建大道、定合路
	合圍內等地)
Estimated construction	Approximately 167,500 sq.m.
area:
Estimated total contract	Approximately RMB20 . 90 million inclusive of tax
sum:	(approximately HK$24.88 million), subject to adjustment in
	accordance with relevant provisions in the agreement
Expected commencement	1 September 2021
date:
Expected completion date:	27 February 2022

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(f)(iv)Greenland Dongmeng Town Contractor Agreement 4

Date:	29 April 2021
Parties:	(i) Greenland Dongmeng Town Project Company as the
	principal
	(ii) Contractor D as the contractor
Subject matter:	To undertake installation works for railings and fences
	in respect of the Greenland Dongmeng Town Project 4
	in accordance with the construction drawings, design
	modification and the instruction of Greenland Dongmeng
	Town Project Company
Project description and	The installation works for railings and fences for phase 2
location:	of the Greenland Dongmeng International Town (綠地東
	盟國際城二期) to be undertaken on the land parcel CR14-
	1 surrounded by Ningwu Road, Shishan Road, Lijian
	Avenue and Dinghe Road within the ASEAN Economic and
	Technological Development Zone, Nanning City, Guangxi
	Zhuang Autonomous Region, the PRC (中國廣西壯族自治
	區南寧市東盟經開區寧武路、獅山路、裡建大道、定合路
	合圍內等地)
Estimated construction	Approximately 167,500 sq.m.
area:
Estimated total contract	A p p r o x i m a t e l y R M B 4 . 6 1 m i l l i o n i n c l u s i v e o f t a x
sum:	(approximately HK$5.49 million), subject to adjustment in
	accordance with relevant provisions in the agreement
Expected commencement	1 September 2021
date:

Expected completion date: 27 February 2022

1. Greenland Art Residence Contractor Agreement

Date:	29 April 2021
Parties:	(i)	Greenland Art Residence Project Company as the
		principal
	(ii)	Contractor D as the contractor

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Subject matter:	To undertake installation works for doors, windows and
	louvers in respect of the Greenland Art Residence Project
	in accordance with the construction drawings, design
	modification and the instruction of Greenland Art Residence
	Project Company
Project description and	The installation works for doors, windows and louvers for
location:	the Greenland Art Residence (梧州綠地璞悅公館) to be
	undertaken on the land parcel situated beside Guoguang
	Avenue, Guangdong - Guangxi Interprovincial Pilot
	Cooperation Special Zone, Wanxiu District, Wuzhou City,
	Guangxi Zhuang Autonomous Region, the PRC (中國廣西壯
	族自治區梧州市萬秀區粵桂合作特別試驗區國光大道旁)
Estimated construction	Approximately 43,100 sq.m.
area:
Estimated total contract	A p p r o x i m a t e l y R M B 5 . 3 8 m i l l i o n i n c l u s i v e o f t a x
sum:	(approximately HK$6.40 million), subject to adjustment in
	accordance with relevant provisions in the agreement
Expected commencement	1 September 2021
date:

Expected completion date: 14 April 2022

Payment terms

The total contract sum payable under each Contractor Agreement shall be payable in stages based on the progress of the construction works. The final total contract sum under each Contractor Agreement is subject to adjustment, which is the final total contract sum as set out in the completion settlement report prepared by the Contractor and audited by the Project Company or its appointed independent third party costing consultant in accordance with the terms of the relevant Contractor Agreement. In general, 70% of the estimated total contract sum shall have been fully paid up following completion and acceptance of the construction works, and up to 97% of the adjusted total contract sum shall have been fully paid after the audit of the completion settlement report has been completed. The remaining 3% of the adjusted total contract sum payable under each Contractor Agreement shall be withheld as warranty money and shall, subject to deductions due to necessary repair works, be released after the expiry of a period of up to 2 or 5 years (depending on the types of construction works).

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Basis of determining the total contract sum

The total contract sum (subject to adjustments) payable under each of the Contractor Agreements was negotiated on an arm's length basis and determined with reference to the fees payable by the Group to independent third parties for construction works of a similar nature and the applicable local rules and regulations (which may also provide for the expected quantities of materials to be used in a Construction Project) that govern the fees to be charged in respect of the construction works to be undertaken under the relevant Contractor Agreement.

Such rules and regulations includes:

1. in the case of the Head Office of ASEAN Projects and the Greenland Dongmeng Town Projects:
2. • "Code of Bills of Quantities and Valuation for Construction Works (GB50500- 2013)"* (《建設工程工程量清單計價規範 (GB50500-2013)》) and "Nanning City Construction Works Cost Information Price Directive"* (《南寧市建設工程造價信 息價格指導》) of the fifth period of 2021 issued by the Nanning City Cost Station* (南寧市造價站);
3. in the case of the If Alan Project:
4. • "Code of Bills of Quantities and Valuation for Construction Works (GB50500- 2013)"* 《( 建 設 工 程 工 程 量 清 單 計 價 規 範(GB50500-2013)》) and "Wuxi City Construction Works Materials and Equipment Price Information"* 《( 無 錫 市 建 設 工 程材料及設備價格信息》) issued by the Wuxi City Cost Station* (無錫市造價站) in December 2020;
5. in the case of the Greenland Xinli Haiyue Mansion Project:
6. • "Code of Bills of Quantities and Valuation for Construction Works (GB50500- 2013)"* 《( 建 設 工 程 工 程 量 清 單 計 價 規 範 (GB50500-2013)》) and "Zhanjiang City Construction Works Cost Information"* 《( 湛 江 市 建 設 工 程 造 價 信 息》) issued by the Zhanjiang City Cost Station* ( 湛 江 市 造 價 站) in July 2020; and
7. in the case of the Greenland Art Residence Project:
8. • "Code of Bills of Quantities and Valuation for Construction Works (GB50500- 2013)"* 《( 建 設 工 程 工 程 量 清 單 計 價 規 範 (GB50500-2013)》)and "Wuzhou City Construction Works Cost Information Price Directive"* 《( 梧 州 市 建 設 工 程 造 價 信 息 價 格 指 導》) of the seventh period of 2020 issued by the Wuzhou City Cost Station* ( 梧 州 市 造 價 站).

The total contract sum of each Construction Project was arrived at by totalling up the estimated amount of required construction work (in terms of man-days and quantity of construction materials) set out in the relevant local rules and regulations or required by the Project Company multiplied by the current market prices for the relevant place for such man-days and construction materials as published in writing and/or on-line at the website of the relevant PRC government authority from time to time.

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Before finalising the total contract sum, the Group also compared the fees payable by the Group to independent third parties for construction works of a similar nature. When comparing such fees, the Group primarily considered the average cost per square metre or unit of construction work, the project's construction work costs and the price charged for precedent projects.

The Board (excluding Mr. Chen Jun and Mr. Wu Zhengkui, who abstained from voting at the meeting of the Board due to conflict of interest, and the independent non-executive Directors, whose views will be provided after considering the recommendations of the independent financial adviser) considers that the contract sum payable (subject to adjustments) under each of the Contractor Agreements is fair and reasonable.

Condition Precedent

Each of the Contractor Agreements shall not take effect until the obtaining of the approval by the Independent Shareholders at the EGM. If the Independent Shareholders do not approve any Contractor Agreement at the EGM, such Contractor Agreement will not have any legal effect.

Funding

The total contract sum payable under each of the Contractor Agreements is expected to be funded by the internal resources of the Group.

CONTINUING CONNECTED TRANSACTION - FRAMEWORK AGREEMENT

The principal terms of the Framework Agreement are summarised as follows:

Date

29 April 2021

Parties

1. the Company, for and on behalf of itself and its subsidiaries, as principal
2. Senmao as contractor

Subject Matter

Pursuant to the Framework Agreement, the Group may from time to time engage Senmao to undertake the Landscape Greening Works for the Landscape Projects, provided that under the contract(s) to be awarded by the Group to Senmao in respect of the Landscape Greening Works, the annual aggregate contracted amount payable from the date of the Framework Agreement to 31 December 2023 shall not exceed the Annual Cap Amounts (as further described below).

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The Landscape Greening Works involves the undertaking of greening works and landscape construction works (including, but not limited to, building pools, floors, sculptures, and etc.).

The Developers, which are subsidiaries of the Company, of the Landscape Projects will enter into separate agreements with Senmao which shall set out the specific scope of services and terms and conditions of providing such services according to the principles laid down by the Framework Agreement.

Basis of determining the consideration

The relevant Developer will for its Landscape Project appoint an independent third party costing consultant to provide cost control, cost consulting, cost estimation, cost appraisal and related services for the required construction work (such as man-days, quantity of material, and market prices). The contract sum for each Landscape Project contemplated under the Framework Agreement shall be determined based on arm's length negotiation between Senmao and the Developer with reference to the fees charged by independent third parties for works of similar nature, the actual amount of the landscape and greening works, the total areas of the landscape and greening works, the price of the nursery stocks or materials provided by Senmao. For each Landscape Project, the Cost Management Department of the Group will obtain from at least two other contractors which are independent third parties quotations for the Landscape project. If the quotation is unreasonable, the Developer will conduct an arm's length negotiation with Senmao or the contractor to determine the contract sum with reference to the fees charged by other contractors which are independent third parties for works of similar nature, the actual amount of the landscape and greening works, the total areas of the landscape and greening works, the price of the nursery stocks or materials provided by Senmao or the contractor. The Developer will select the quotation that is most favourable to the Group. The selected quotation must be approved by the senior management of the Group, the Cost Management Department and the Legal Department of the Group before the Developer can enter into the Landscape Project contract. If the Developer considers that the contract sum quoted by Senmao for a Landscape Project is not as favourable to the Group as that charged by an independent third party, the Developer will not instruct Senmao to undertake such Landscape Project.

Payment terms

Payments for the Landscape Greening Works shall be payable in the following manner:

1. Senmao shall submit a monthly report on the amount of works completed in each month. After reviewed by the Developer and the agreement of both parties, the Developer shall pay to Senmao an amount representing 50% of the amount of the approved completed works in that month of the relevant Landscape Project on or before the 30th day of the following month;
2. upon completion and acceptance, the Developer shall pay to Senmao an amount which, together with the amounts already paid, represents 70% of the total contract amount in respect of the relevant Landscape Project;

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1. upon the completion of filing procedures with the PRC government and after the final amount has been appraised by an independent third party costing consultant appointed by the Developer and then confirmed by the Developer, the Developer shall pay to Senmao an amount which, together with the amounts already paid, represents 95% of the total appraised price in respect of the relevant Landscape Project; and
2. the remaining 5% of the total appraised price in respect of the relevant Landscape Project will be retained by the Developer as warranty money that will be paid to Senmao upon the completion and satisfaction of all the conditions contained in the specific agreement relating to the relevant Landscape Project and the expiration of the two-year warranty period.

The payment terms were arrived at after arm's length negotiation between the Company and Senmao with reference to the prevailing market terms.

Annual Cap Amounts

Under the Framework Agreement and the Previous Framework Agreements, the annual aggregate contract amount payable for the landscape greening works to be provided by Senmao for the three years ending 31 December 2021, 2022 and 2023 shall not exceed the amounts set out below:

	Framework	Previous
	Framework	Aggregate
	Agreement	Agreements	Amount
	Approximately	Approximately	Approximately
	RMB (million)	RMB (million)	RMB (million)
For the year ending 31 December 2021	178.39	74.49	252.88
For the year ending 31 December 2022	68.80	7.68	76.48
For the year ending 31 December 2023	7.65	Nil	7.65

The Annual Cap Amounts in respect of the Framework Agreement were determined with reference to the Company's historical contract sum in the previous years for landscape greening works and expected contract sum in the future for landscape greening works. The payment of the consideration for the Landscape Greening Works shall be funded by the internal resources of the Group.

GENERAL INFORMATION

The Company is an investment holding company. The Group is principally engaged in property development, property and hotel investment and property management.

Contractor A, Contractor B, Contractor C and Contractor D are principally engaged in undertaking industrial and civil construction works, interior and exterior construction, installation and decoration works and construction of urban roads.

Senmao is principally engaged in the business of landscape design, construction and maintenance and seedling and floral nursery and sale.

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REASONS FOR AND BENEFITS OF ENTERING INTO THE CONTRACTOR AGREEMENTS AND THE FRAMEWORK AGREEMENT

The Contractors have extensive experience in the construction business in the PRC. The Directors believe that engaging the Contractors to carry out the construction works in respect of the Construction Projects will allow the Group to capitalise on the expertise of the Contractors and ensure the construction works are completed up to the standards desired by the Company.

The Board (excluding Mr. Chen Jun and Mr. Wu Zhengkui, who abstained from voting at the meeting of the Board due to conflict of interest, and the independent non-executive Directors, who will give their opinion in the circular after considering the recommendations of the independent financial adviser) considers that the Contractor Agreements were entered into in the ordinary and usual course of business of the Group, and the transactions contemplated thereunder are in the ordinary and usual course of business of the Group, and that the terms of each of the Contractor Agreements have been negotiated on an arm's length basis and are normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Senmao has a strong reputation in the industry and was involved in the provision of numerous highly rated large scale land construction and greening projects. Senmao has a proven track record period and possesses relevant technical capabilities and expertise in handling similar greening projects. The Framework Agreement allows the Group to leverage the technical expertise and experience of Senmao to carry out the Landscape Greening Works without devoting the manpower and resources of the Group. The Board is of the view that Senmao is able to undertake the Landscape Greening Works in a timely and reliable way, thereby minimising the management and operational costs of the Company.

The Board (including the independent non-executive Directors but excluding Mr. Chen Jun and Mr. Wu Zhengkui, who abstained from voting at the meeting of the Board due to conflict of interest) considers the Framework Agreement was entered into in the ordinary and usual course of business of the Group, and the transactions contemplated thereunder are in the ordinary and usual course of business of the Group, and that the terms of the Framework Agreement (including the Annual Cap Amounts) have been negotiated on an arm's length basis and are normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Greenland Holdings indirectly holds approximately 59.1% of the entire issued ordinary share capital of the Company and is a connected person of the Company. Contractor A and Contractor B are controlled as to approximately 76.7% and 72.2% by Greenland Holdings respectively. Contractor C and Contractor D are owned as to 100% and as to 70% by Greenland Holdings respectively. Senmao is owned as to 60% by Greenland Holdings. Accordingly, each of the Contractors and Senmao is an associate of Greenland Holdings and, thus, a connected person of the Company.

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As the highest Applicable Percentage Ratio for the Contractor Agreements on an aggregate basis exceeds 5%, the Contractor Agreements constitute connected transactions for the Company subject to the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

As the highest Applicable Percentage Ratio for the Framework Agreement (when aggregated with the Previous Framework Agreements) is more than 0.1% but less than 5%, the Framework Agreement constitutes a continuing connected transaction for the Company subject to the reporting, annual review and announcement requirements but is exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

The Independent Board Committee, comprising all independent non-executive Directors, will be formed to advise the Independent Shareholders on the fairness and reasonableness of the terms of the Contractor Agreements. An independent financial adviser will be appointed to make recommendations to the Independent Board Committee and the Independent Shareholders in respect of the same.

A circular containing, among other things, details of the Contractor Agreements, a letter from the Independent Board Committee and a letter from the independent financial adviser, both advising on the terms of the Contractor Agreements, and a notice of the EGM is expected to be despatched to the Shareholders on or before 31 May 2021.

DEFINITIONS

In this announcement, the following expressions have the following meanings unless the context otherwise requires:

"Annual Cap Amounts" the annual aggregate contract amount payable for the Landscape Greening Works to be provided by Senmao under the Framework Agreement for the three years ending 31 December 2023;

"Applicable Percentage have the meanings ascribed to them under the Listing Rules;

Ratio", "associate(s)" and "connected person(s)"

"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 and the ordinary shares of which are listed on the Main Board of the Stock Exchange;

"Construction Projects" collectively, the Head Office of ASEAN Projects, the If Alan Project, the Greenland Xinli Haiyue Mansion Project, the Greenland Dongmeng Town Projects and the Greenland Art Residence Project and a "Construction Project" means any one of them;

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"Contractor A" Guangxi Construction Engineering Group No. 5 Construction Engineering Co., Ltd.* (廣西建工集團第五建築工程有限責任 公司), a company established in the PRC with limited liability, which is controlled as to approximately 76.7% by Greenland Holdings;

"Contractor Agreements" the Head Office of ASEAN Contractor Agreements, the If Alan Contractor Agreement, the Greenland Xinli Haiyue Mansion Contractor Agreement, the Greenland Dongmeng Town Contractor Agreements, and the Greenland Art Residence Contractor Agreement, and a "Contractor Agreement" means any one of them;

"Contractor B" Tianjin City Construction Engineering Main Contracting Co., Ltd.* (天津市建工工程總承包有限公司) a company established in the PRC with limited liability, which is controlled as to approximately 72.2% by Greenland Holdings;

"Contractor C" Shanghai Greenland Construction Engineering Co., Ltd.* (上 海綠地建築工程有限公司), a company established in the PRC with limited liability, which is owned as to 100% by Greenland Holdings;

"Contractor D" Shandong Greenland Quanjing Doors and Windows Co., Ltd.* (山 東綠地泉景門窗有限公司), a company established in the PRC with limited liability, which is owned as to 70% by Greenland Holdings;

"Contractors"collectively Contractor A, Contractor B, Contractor C and Contractor D, and a "Contractor" means any one of them;

"controlled"in relation to an entity being controlled by another entity, the latter entity controls the exercise of certain percentage of the voting power at general meeting of the first-mentioned entity;

"Developer(s)"certain subsidiary(ies) of the Company which may engage Senmao to undertake Landscape Greening Works for their Landscape Projects;

"Director(s)"the director(s) of the Company;

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"Greenland Dongmeng the contractor agreement dated 29 April 2021 entered into

Town Contractor between the Greenland Dongmeng Town Project Company

Agreement 1" and Contractor D in relation to the construction works to be undertaken for the Greenland Dongmeng Town Project 1;

"Greenland Dongmeng the contractor agreement dated 29 April 2021 entered into

Town Contractor between the Greenland Dongmeng Town Project Company

Agreement 2" and Contractor D in relation to the construction works to be undertaken for the Greenland Dongmeng Town Project 2;

"Greenland Dongmeng the contractor agreement dated 29 April 2021 entered into

Town Contractor between the Greenland Dongmeng Town Project Company

Agreement 3" and Contractor D in relation to the construction works to be undertaken for the Greenland Dongmeng Town Project 3;

"Greenland Dongmeng the contractor agreement dated 29 April 2021 entered into

Town Contractor between the Greenland Dongmeng Town Project Company

Agreement 4" and Contractor D in relation to the construction works to be undertaken for the Greenland Dongmeng Town Project 4;

"Greenland Dongmeng the Greenland Dongmeng Town Contractor Agreement 1, the

Town Contractor Greenland Dongmeng Town Contractor Agreement 2, the

Agreements"Greenland Dongmeng Town Contractor Agreement 3 and the Greenland Dongmeng Town Contractor Agreement 4;

"Greenland Dongmeng the installation works for doors, windows and louvers for the

Town Project 1" Greenland Dongmeng International Town (綠地東盟國際城) to be undertaken on the land parcel no.35 (G3, G5 and G6, the nursery and the villa) surrounded by Ningwu Road, Shishan Road, Lijian Avenue and Dinghe Road within the ASEAN Economic and Technological Development Zone, Nanning City, Guangxi Zhuang Autonomous Region, the PRC (中國廣西壯族 自治區南寧市東盟經開區寧武路、獅山路、裡建大道、定合路 合圍內等地);

"Greenland Dongmeng the installation works for railings and fences for the Greenland

Town Project 2" Dongmeng International Town ( 綠地東盟國際城) to be undertaken on the land parcel no.35 surrounded by Ningwu Road, Shishan Road, Lijian Avenue and Dinghe Road within the ASEAN Economic and Technological Development Zone, Nanning City, Guangxi Province, the PRC (中國廣西壯族自治區 南寧市東盟經開區寧武路、獅山路、裡建大道、定合路合圍內 等地);

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"Greenland Dongmeng	the installation works for doors and windows for phase 2 of the
Town Project 3"	Greenland Dongmeng International Town ( 綠 地 東 盟 國 際 城
	二 期) to be undertaken on the land parcel CR14-1 surrounded
	by Ningwu Road, Shishan Road, Lijian Avenue and Dinghe Road
	within the ASEAN Economic and Technological Development
	Zone, Nanning City, Guangxi Zhuang Autonomous Region, the
	PRC ( 中 國 廣 西 壯 族 自 治 區 南 寧 市 東 盟 經 開 區 寧 武 路、
	獅 山 路、裡 建 大 道、定 合 路 合 圍 內 等 地);
"Greenland Dongmeng	the installation works for railings and fences for phase 2 of the
Town Project 4"	Greenland Dongmeng International Town ( 綠 地 東 盟 國 際 城
	二 期) to be undertaken on the land parcel CR14-1 surrounded
	by Ningwu Road, Shishan Road, Lijian Avenue and Dinghe Road
	within the ASEAN Economic and Technological Development
	Zone, Nanning City, Guangxi Zhuang Autonomous Region, the
	PRC ( 中 國 廣 西 壯 族 自 治 區 南 寧 市 東 盟 經 開 區 寧 武 路、
	獅 山 路、裡 建 大 道、定 合 路 合 圍 內 等 地);
"Greenland Dongmeng	the Greenland Dongmeng Town Project 1, the Greenland
Town Projects"	Dongmeng Town Project 2, the Greenland Dongmeng Town
	Project 3 and the Greenland Dongmeng Town Project 4;
"Greenland Dongmeng	Nanning Qiaoyun Asset Management Co., Ltd.* (南寧僑運資產
Town Project	管理有限公司), a company established in the PRC with limited
Company"	liability and a wholly-owned subsidiary of the Company;
"EGM"	the extraordinary general meeting of the Company to be
	convened to seek the approvals of the Independent Shareholders
	for the Contractor Agreements;
"Framework	the cooperation framework agreements dated 29 April 2021
Agreement"	entered into between the Company and Senmao in relation to the
	Landscape Greening Works for the Landscape Projects;
"Greenland Group"	Greenland Holdings and its subsidiaries (excluding the Group for
	the purposes of this announcement);
"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, and the controlling
	shareholder of the Company;
"Greenland Xinli Haiyue	the contractor agreement dated 29 April 2021 entered into
Mansion Contractor	between the Greenland Xinli Haiyue Mansion Project Company
Agreement"	and Contractor C in relation to the construction works to be
	undertaken for the Greenland Xinli Haiyue Mansion Project;

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"Greenland Xinli Haiyue	the interior decoration works for phase 1 of the public area of
Mansion Project"	the western land parcel of the Greenland Xinli Haiyue Mansion
	( 綠 地 新 里 海 玥 公 館 西 地 塊 公 區 一 期) to be undertaken
	on the land parcel situated next to Potou No.1 Senior Middle
	School Land Parcel, Potou District, Zhanjiang City, Guangdong
	Province, the PRC ( 中 國 廣 東 省 湛 江 市 坡 頭 區 坡 頭 一 中
	地 塊 旁);
"Greenland Xinli	Zhanjiang City Linghang Real Estate Development Co., Ltd.* (湛
Haiyue Mansion	江市領航房地產開發有限公司), a company established in the
Project Company"	PRC with limited liability and a 90%-owned subsidiary of the
	Company;
"Greenland Art	the contractor agreement dated 29 April 2021 entered into
Residence Contractor	between the Greenland Art Residence Project Company
Agreement"	and Contractor D in relation to the construction works to be
	undertaken for the Greenland Art Residence Project;
"Greenland Art	the installation works for doors, windows and louvers for
Residence Project"	the Greenland Art Residence ( 梧 州 綠 地 璞 悅 公 館) to
	be undertaken on the land parcel situated beside Guoguang
	Avenue, Guangdong-Guangxi Interprovincial Pilot Cooperation
	Special Zone, Wanxiu District, Wuzhou City, Guangxi Zhuang
	Autonomous Region, the PRC ( 中 國 廣 西 壯 族 自 治 區 梧 州
	市 萬 秀 區 粵 桂 合 作 特 別 試 驗 區 國 光 大 道 旁);
"Greenland Art	Wuzhou Yuegui Real Estate Co., Ltd.* (梧州粵桂置業有限公
Residence Project	司), a company established in the PRC with limited liability and
Company"	a 60%-owned subsidiary of the Company;
"Group"	the Company and its subsidiaries;
"Head Office of	the main contractor agreement dated 29 April 2021 entered
ASEAN Contractor	into between Head Office of ASEAN Project Company 1
Agreement 1"	and Contractor A in relation to the construction works to be
	undertaken for the Head Office of ASEAN Project 1;
"Head Office of	the main contractor agreement dated 29 April 2021 entered
ASEAN Contractor	into between Head Office of ASEAN Project Company 2
Agreement 2"	and Contractor A in relation to the construction works to be
	undertaken for the Head Office of ASEAN Project 2;
"Head Office of	the main contractor agreement dated 29 April 2021 entered
ASEAN Contractor	into between Head Office of ASEAN Project Company 3
Agreement 3"	and Contractor A in relation to the construction works to be
	undertaken for the Head Office of ASEAN Project 3;

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"Head Office of	the Head Office of ASEAN Contractor Agreement 1, the Head
ASEAN Contractor	Office of ASEAN Contractor Agreement 2 and the Head Office
Agreements"	of ASEAN Contractor Agreement 3;
"Head Office of	the main contracting of construction and installation works in
ASEAN	phase 2 of the Head Office of ASEAN ( 東 盟 總 部 基 地 二 期)
Project 1"	to be developed on the land parcel situated at the western side
	of Nayue Road and the northern side of Jinhai Road, Liangqing
	District, Nanning City, Guangxi Zhuang Autonomous Region, the
	PRC ( 中 國 廣 西 壯 族 自 治 區 南 寧 市 良 慶 區 金 海 路 以 北、
	那 約 路 以 西);
"Head Office of	the main contracting of construction and installation works in
ASEAN Project 2"	phase 3 of the Head Office of ASEAN ( 東 盟 總 部 基 地 三 期)
	to be developed on the land parcel situated at the western side
	of Nayue Road and the northern side of Jinhai Road, Liangqing
	District, Nanning City, Guangxi Zhuang Autonomous Region, the
	PRC ( 中 國 廣 西 壯 族 自 治 區 南 寧 市 良 慶 區 金 海 路 以 北、
	那 約 路 以 西);
"Head Office of	the main contracting of construction and installation works in
ASEAN Project 3"	phase 4 of the Head Office of ASEAN ( 東 盟 總 部 基 地 四 期)
	to be developed on the land parcel situated at the western side
	of Nayue Road and the northern side of Jinhai Road, Liangqing
	District, Nanning City, Guangxi Zhuang Autonomous Region, the
	PRC ( 中 國 廣 西 壯 族 自 治 區 南 寧 市 良 慶 區 金 海 路 以 北、
	那 約 路 以 西);
"Head Office of	the Head Office of ASEAN Project 1, the Head Office of ASEAN
ASEAN Projects"	Project 2 and the Head Office of ASEAN Project 3;
"Head Office of	Guangxi Free Trade Zone Maofeng Industrial Investment Co.,
ASEAN Project	Ltd.* (廣西自貿區茂豐產業投資有限責任公司), a company
Company 1"	established in the PRC with limited liability and a wholly-owned
	subsidiary of the Company;
"Head Office of	Guangxi Free Trade Zone Linzhou Investment Development Co.,
ASEAN Project	Ltd.* (廣西自貿區霖洲投資發展有限責任公司), a company
Company 2"	established in the PRC with limited liability and a wholly-owned
	subsidiary of the Company;
"Head Office of	Guangxi Greenland International Trade Co., Ltd.* (廣西綠地國
ASEAN Project	際貿易有限公司), a company established in the PRC with limited
Company 3"	liability and a wholly-owned subsidiary of the Company;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;

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"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"If Alan Contractor	the main contractor agreement dated 29 April 2021 entered
Agreement"	into between the If Alan Project Company and Contractor B in
	relation to the construction works to be undertaken for the If
	Alan Project;
"If Alan Project"	the main contracting of construction and installation works
	in section 2 of If Alan Project (綠地安蘭諾雅項目二標段) to
	be developed on the land parcel situated at northeast side of
	the intersection of Hushan Road and Changqing Road, Binhu
	District, Wuxi City, Jiangsu Province, the PRC (中國江蘇省無錫
	市濱湖區湖山路與常青路交叉口東北側);
"If Alan Project	Wuxi Lvkun Real Estate Development Co., Ltd.* (無錫綠坤房產
Company"	開發有限公司), a company established in the PRC with limited
	liability and a wholly-owned subsidiary of the Company;
"Independent Board	the committee of the Board comprising all the independent non-
Committee"	executive Directors;
"Independent	Shareholders other than those who are required by the Listing
Shareholders"	Rules to abstain from voting on the resolutions approving the
	Contractor Agreements;
"Landscape Greening	the landscape construction and greening works to be provided
Works"	pursuant to the Framework Agreement;
"Landscape Project(s)"	the property development projects of the Group in the PRC
	for which Senmao may be engaged to carry out the Landscape
	Greening Works, including:
	•	Greenland Central Park* (綠地交投中央公園);
	•	Phase 1 of Greenland Dongmeng International Town ( 綠 地
		東 盟 國 際 城 一 期);
	•	Land Parcel E of Greenland Central Plaza* (綠地中央廣場
		E地塊) in Nanning;
	•	Main Zone of Phase 1 of Greenland New Metropolis* (悅桂
		綠地新世界項目一期大區);
	•	Greenland Yejin Mansion* (綠地也今東南);

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• Section 1.6 of Greenland Mountain Time (綠地拾野川1.6標 段);
• Non-exhibitionZone of Greenland Xijiang Square* (綠地 熙江廣場非展示區);
• Greenland Dian Lake International Health Town* (綠地滇 池國際健康城);
• Greenland City of Elite* (綠地杉禾田晶舍);
• Phase 1 of Shenzhen Guangming Greenland Metropolis* (深
  圳光明綠地新都會一期);
• Land Parcel 8 of Yangjiang Intercity* (陽江城際空間站宗 地八);
• Land Parcels A1 and A3 of Greenland Epoch Gate* (綠地 朝陽門項目A1、A3地塊);
• Greenland Loch Mansion* (綠地太湖朗峯); and
• such other property development projects of the Group as may be specified by the Company in the future;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;

"PRC"the People's Republic of China, which, for the purposes of this announcement, excludes Hong Kong, the Macau Special Administrative Region and Taiwan;

"Previous Framework the cooperation framework agreements dated 7 May 2019 and

Agreements"8 May 2020 respectively entered into between the Company and Senmao in relation to landscape greening works, as further described in the announcements of the Company dated 7 May 2019 and 8 May 2020;

"Project Company" any one of Head Office of ASEAN Project Company 1, Head Office of ASEAN Project Company 2, Head Office of ASEAN Project Company 3, If Alan Project Company, Greenland Xinli Haiyue Mansion Project Company, Greenland Dongmeng Town Project Company and Greenland Art Residence Project Company;

"RMB"

Renminbi, the lawful currency of the PRC;

- 23 -

"Senmao"Greenland Group Senmao Landscape Engineering Co., Ltd.* (綠 地集團森茂園林有限公司), a company established in the PRC with limited liability owned as to 60% by Greenland Holdings;

"Shareholders" holders of the ordinary share(s) of HK$0.50 each in the share capital of the Company;

"sq.m."

square meters;

"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"%"

per cent.

For the purposes of this announcement, an exchange rate of HK$1 = RMB0.84 has been used for currency translation, where applicable. Such exchange rate is for illustration purposes only and does not constitute representations that any amount in RMB or HK$ has been, could have been or may be converted at such rate.

By order of the Board

Greenland Hong Kong Holdings Limited

Chen Jun

Chairman

Hong Kong, 29 April 2021

As at the date of this announcement, the executive directors of the Company are Mr. Chen Jun, Mr. Wang Weixian, Mr. Hou Guangjun, Mr. Wu Zhengkui and Ms. Wang Xuling; and the independent non-executive directors of the Company are Mr. Fong Wo, Felix, JP, Mr. Kwan Kai Cheong and Dr. LAM, Lee G..

• For identification purposes only

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