Greentown China : CONNECTED TRANSACTION CONSTRUCTION AGREEMENT IN RELATION TO XI'AN NATIONAL GAMES VILLAGE PLOT 10# COMMERCIAL PROPERTIES

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.

GREENTOWN CHINA HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03900)

CONNECTED TRANSACTION

CONSTRUCTION AGREEMENT IN RELATION TO XI'AN NATIONAL

GAMES VILLAGE PLOT 10# COMMERCIAL PROPERTIES

The Board announces that Xi'an International Land Port, a non-wholly owned subsidiary of the Company, has conducted the selection process for the main contractor for commercial properties construction works under Plot 10# of Xi'an National Games Village by way of an open bidding process, and CCCC-SHEC Fifth Engineering was selected in accordance with the relevant requirements under the tender documents after public review. On the date of this announcement, Xi'an International Land Port entered into the Construction Agreement with CCCC-SHEC Fifth Engineering pursuant to which Xi'an International Land Port agreed to engage CCCC-SHEC Fifth Engineering as the main contractor to carry out the commercial properties construction works of Plot 10# of Xi'an National Games Village at the Consideration of RMB72,073,489.60.

As at the date of this announcement, CCCG and its subsidiaries are holding 624,851,793 Shares, representing approximately 25.055% of the issued share capital of the Company, and CCCG is therefore a substantial shareholder of the Company under the Listing Rules. Accordingly, CCCG and its associates (including CCCC-SHEC Fifth Engineering, an indirect non-wholly owned subsidiary of CCCG) are connected persons of the Company. The transactions contemplated under the Construction Agreement constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the transactions contemplated under the Construction Agreement are more than 0.1% but all of them are less than 5%, such transactions are subject to the reporting and announcement requirements but exempt from the circular and independent shareholders' approval requirements pursuant to Chapter 14A of the Listing Rules.

• For identification purposes only

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INTRODUCTION

The Board announces that on the date of this announcement, Xi'an International Land Port, a non-wholly owned subsidiary of the Company, entered into the Construction Agreement with CCCC-SHEC Fifth Engineering pursuant to which Xi'an International Land Port agreed to engage CCCC-SHEC Fifth Engineering as the main contractor to carry out the commercial properties construction works of Plot 10# of Xi'an National Games Village at the Consideration of RMB72,073,489.60.

PRINCIPAL TERMS OF THE CONSTRUCTION AGREEMENT

The principal terms of the Construction Agreement are as follows:

Parties	: (1) Xi'an International Land Port, a non-wholly owned
	subsidiary of the Company; and
	(2) CCCC-SHEC Fifth Engineering
Subject Matter	: CCCC-SHEC Fifth Engineering will be responsible for
	the commercial properties construction works under Plot
	10# of Xi'an National Games Village in accordance with
	the technical specifications prescribed by Xi'an Land Port
	Development under the Construction Agreement.
	Plot 10# of Xi'an National Games Village is situated in
	the International Port Area of Xi'an in the PRC, and its
	commercial properties portion has a gross construction area
	of approximately 27,180 sqm.
	Construction works under the Construction Agreement
	would cover construction, installation works and decoration
	works during the National Games competitions in Xi'an.
Construction Period	: The construction period is expected to commence from
	September 2020 (subject to adjustment), with a construction
	period of 272 calendar days from commencement date of the
	construction works.

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Consideration	: The aggregate Consideration payable by Xi'an International
	Land Port under the Construction Agreement amounts
	to RMB72,073,489.60 and was arrived from a tender
	process whereby invitation to bid for the construction was
	solicited by Xi'an International Land Port. Taking into
	account, among other factors, technical specifications, the
	construction experience of CCCG and the bid price tendered,
	the Company considers that the tender submitted by CCCC-
	SHEC Fifth Engineering was the most appropriate in respect
	of the construction works.
	The Company intends to finance the payment of the total
	Consideration payable under the Construction Agreement
	using its internal resources and external financing.
Payment Terms	: The Consideration will be payable in cash in the following
	manner:
	(i) construction fees will be settled in accordance with
	construction progress:
	(a)	upon completion of the basement main body
		structural construction works, Xi'an International
		Land Port will pay to CCCC - SHEC Fifth
		Engineering an amount corresponding to the
		construction fees for 70% of the actual amount
		of construction work completed, following which
		further payments will be made on a monthly basis
		to track 70% of the actual amount of construction
		work completed;
	(b)	upon completion of capping of the roof of the
		main body structural construction works, Xi'an
		International Land Port will pay to CCCC-SHEC
		Fifth Engineering further amounts corresponding
		to the construction fees for 80% of the actual
		a m o u n t o f c o n s t r u c t i o n w o r k c o m p l e t e d ,
		following which further payments will be made
		on a monthly basis to track 80% of the actual
		amount of construction work completed;

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1. a month prior to completion inspection, CCCC- SHEC Fifth Engineering shall submit information on the completion status in accordance with local filing requirements, pursuant to which 85% of the Consideration will be settled by Xi'an International Land Port upon satisfactory presentation and verification of VAT invoice;
2. upon completion of the settlement audit, Xi'an International Land Port will settle 95% of the final certified amount of the total Consideration under the relevant Construction Agreement. The remaining 5% of the Consideration will serve as warranty money, which will be settled in the following manner:
3. 1. among which an amount equivalent to 1.5% of the Consideration will be used to engage maintenance services;
   2. 60% of the remaining amount will be settled after a quality warranty period of 2 years from the date of completion, whereas 40% of the remaining amount will be settled after a quality warranty period of 5 years from the date of completion.

REASONS FOR AND BENEFITS OF ENTERING INTO THE CONSTRUCTION AGREEMENT

The Directors (including the independent non-executive Directors) believe that, taking into account the technical specifications of the project and comprehensive experience of CCCG in the construction industry in the PRC, CCCC-SHEC Fifth Engineering is capable of meeting the constructions requirements under the Construction Agreement.

Selection of the main contractor for commercial properties construction works under Plot 10# of Xi'an National Games Village was conducted by way of an open bidding process. There were a number of participants in the tender process. Following a review and comparison of market participants, CCCC-SHEC Fifth Engineering was selected in accordance with the relevant requirements under the tendering documents. Accordingly, the Company considers that CCCC-SHEC Fifth Engineering was selected in a public and competitive tendering process and the terms of the Construction Agreement are in line with the market practice and the commercial interests of the Group.

The Board considers that the Construction Agreement has been made on normal commercial terms and in the ordinary and usual course of business of the Group; and that its terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LISTING RULES IMPLICATIONS

As at the date of this announcement, CCCG and its subsidiaries are holding 624,851,793 Shares, representing approximately 25.055% of the issued share capital of the Company, and CCCG is therefore a substantial shareholder of the Company under the Listing Rules. Accordingly, CCCG and its associates (including CCCC-SHEC Fifth Engineering, an indirect non-wholly owned subsidiary of CCCG) are connected persons of the Company. The transactions contemplated under the Construction Agreement constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the transactions contemplated under the Construction Agreement are more than 0.1% but all of them are less than 5%, such transactions are subject to the reporting and announcement requirements but exempt from the circular and independent shareholders' approval requirements pursuant to Chapter 14A of the Listing Rules.

Since CCCG has a material interest in the Construction Agreement and the transaction thereunder and in light of CCCG's relationship with Mr LIU Wensheng, Mr ZHOU Lianying, Mr GENG Zhongqiang and Mr LI Jun, these Directors have abstained from voting on the Board resolutions on the Construction Agreement and the transactions contemplated thereunder.

GENERAL

The Group

The Company is a company incorporated in the Cayman Islands with limited liability, whose shares are listed on the main board of the Stock Exchange. It is one of the leading property developers in the PRC with business operations in various major PRC cities and is primarily engaged in developing quality properties targeting mainly middle and high income residents in the PRC.

Xi'an International Land Port is a company established in the PRC with limited liability and a non-wholly owned subsidiary of the Company owned as to 51% by the Group. The remaining 49% interest is owned by Xi'An International Land Port Sports Culture Industry Co., Ltd. (西安國際陸港體育文化產業有限公司), a company indirectly wholly-owned by Xi'an International Port District Management Committee (西安國際港務區管理委員會). Xi'an International Land Port is a project company principally engaged in property development.

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CCCG

CCCG is a wholly state-owned company established in the PRC and the controlling shareholder of China Communications Construction Co. Ltd. (a joint stock company established in the PRC whose H shares are listed on the Stock Exchange and whose A shares are listed on the Shanghai Stock Exchange, with stock code: 601800). Based on publicly available information, CCCG is principally engaged in the design and construction of transportation infrastructure, dredging and heavy machinery manufacturing business and covers the following business aspects: port, terminal, road, bridge, railway, tunnel, civil work design and construction, capital dredging and reclamation dredging, container crane, heavy marine machinery, large steel structure and road machinery manufacturing, and international project contracting, import and export trading services. According to CCCG, it is the largest port construction and design company in the PRC, a leading company in road and bridge construction and design, a leading railway construction company, the largest dredging company in the PRC and the largest dredging company (in terms of dredging capacity) in the world. To the best knowledge of the Directors after making reasonable enquiries, the ultimate beneficial shareholder of CCCG is the State-owned Assets Supervision and Administration Commission of the State Council of the PRC.

CCCC-SHEC Fifth Engineering is a company established in the PRC with limited liability and an indirect non-wholly owned subsidiary of CCCG. CCCC-SHEC Fifth Engineering is principally engaged in the construction of highways, bridges, transportation, building construction, tunnels, municipal, green projects, earthwork engineering and public facilities engineering. It holds the grade two qualification for general contracting of construction projects, awarded by the Ministry of Housing and Urban-Rural Development of the PRC. It is a state-owned enterprise that integrates engineering materials marketing, engineering machinery, mechanical and electrical equipment management, leasing, installation, maintenance and engineering technology consulting services.

DEFINITIONS

Unless the context otherwise requires, capitalised terms used in this announcement shall have the following meanings:

"Board"	the board of Directors
"CCCC-SHEC Fifth Engineering"	CCCC-SHEC Fifth Engineering Co., Ltd.* (中交二公
	局第五工程有限公司), a company established in the
	PRC and an indirect non-wholly owned subsidiary of
	CCCG
"CCCG"	China Communication Constructions Group (Limited)
	(中國交通建設集團有限公司), a wholly state-owned
	company established in the PRC and a substantial
	shareholder of the Company

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"Company"	Greentown China Holdings Limited (stock code:
	03900), a company incorporated in the Cayman Islands
	with limited liability, the shares of which are listed on
	the Stock Exchange
"connected person(s)"	has the same meaning ascribed to it under the Listing
	Rules
"Consideration"	the total consideration of RMB72,073,489 . 60
	payable to CCCC-SHEC Fifth Engineering by Xi'an
	International Land Port in relation to the contracting
	of the commercial properties construction works of
	Plot 10# of Xi'an National Games Village under the
	Constructions Agreement
"Construction Agreement"	the Construction Agreement entered into between
	Xi'an International Land Port and CCCC-SHEC
	Fifth Engineering on the date of this announcement
	in relation to, among other things, the contracting of
	commercial properties construction works under Plot
	10# of Xi'an National Games Village
"Director(s)"	the director(s) of the Company
"Group"	the Company together with its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"Plot 10# of Xi'an National Games	the Plot 10# commercial properties construction project
Village"	developed by Xi'an International Land Port, which
	is located in the International Port Area, Xi'an (西
	安市國際港務區), with a gross construction area of
	approximately 27,180 sqm
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholder"	holder of the Shares
"Share(s)"	ordinary share(s) of HK$0.1 each in the issued share
	capital of the Company

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"sqm"	square metres
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"	has the same meaning ascribed to it under the Listing
	Rules
"Xi'an International Land Port"	Xi'an International Land Port National Games Village
	Development Co., Ltd.* (西安國際陸港全運村建設開
	發有限公司), a company established in the PRC and a
	non-wholly owned subsidiary of the Company
	By order of the Board
	Greentown China Holdings Limited
	ZHANG Yadong
	Chairman
Hangzhou, the PRC
31 August 2020

As at the date of this announcement, the Board comprises Mr ZHANG Yadong, Mr LIU Wensheng, Mr GUO Jiafeng, Mr ZHOU Lianying, Mr GENG Zhongqiang and Mr LI Jun as executive Directors, Mr Stephen Tin Hoi NG (Mr Andrew On Kiu CHOW as his alternate) and Mr WU Yiwen as non-executive Directors and Mr JIA Shenghua, Mr HUI Wan Fai, Mr QIU Dong and Mr ZHU Yuchen as independent non-executive Directors.

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