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.

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 the Company, 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 transmission to the purchaser or transferee.

(Incorporated in Bermuda with limited liability)

(Stock Code: 0124)

MAJOR TRANSACTION

CONSTRUCTION AGREEMENT IN RELATION TO

THE NORTHWESTERN LAND UNDER

THE BUXIN PROJECT

All capitalised terms used in this circular have the meanings set out in the section headed ''Definitions'' of this circular.

A letter from the Board (as defined in this circular) is set out on pages 5 to 14 of this circular.

The Company has obtained written approval for the Agreement pursuant to Rule 14.44 of the Listing Rules from the controlling Shareholder of the Company which holds more than 50% of the issued share capital of the Company giving the right to attend and vote at a general meeting. Accordingly, no Shareholders' meeting will be convened to approve the Agreement pursuant to Rule

  1. of the Listing Rules. This circular is being despatched to the Shareholders for information only.

    19 June 2017

    Page

    DEFINITIONS ... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

    LETTER FROM THE BOARD . ....... ....... ........ ....... ........ ....... ....... 5

    A. INTRODUCTION .... ....... ....... ........ ....... ........ ....... ....... 5

    B. THE AGREEMENT .. ....... ....... ........ ....... ........ ....... ....... 6

    1. REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENT 12

    2. INFORMATION ON THE GROUP 13

    3. INFORMATION ON THE CONTRACTOR 13

    4. LISTING RULES IMPLICATIONS 13

    5. FINANCIAL EFFECTS OF THE TRANSACTIONS UNDER THE AGREEMENT ON THE GROUP 13

    6. ADDITIONAL INFORMATION 14

    APPENDIX I - FINANCIAL INFORMATION OF THE GROUP 15

    APPENDIX II - GENERAL INFORMATION 18

    In this circular, the following terms or expressions shall have the meanings set out below unless the context requires otherwise:

    ''Agreement'' the Yuecai City Northwestern Land Works Main Contractor Construction Agreement (悅彩城西北地塊施工總承包工程合同)

    dated 26 May 2017 between Guangdong Land Shenzhen and the Contractor in respect of the Construction

    ''Announcement'' has the meaning ascribed to it under the section headed ''3. Interests and short positions of substantial Shareholders'' in Appendix II to this circular

    ''Board'' the board of Directors of the Company

    ''Buxin Land'' a plot of land located in the Buxin Area (布心片區), Luohu District, Shenzhen, the PRC to be developed under the Buxin Project (for details, please refer to the circular of the Company dated 22 June 2016)

    ''Buxin Project'' the development of a multi-functional commercial complex with jewellery as the main theme (for details, please refer to the circular of the Company dated 22 June 2016)

    ''Company'' Guangdong Land Holdings Limited (粵海置地控股有限公司), a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

    ''Concrete Moulding and Framework

    Fees''

    has the meaning ascribed to it under the section headed ''B. The Agreement - Consideration and basis of determination of Consideration'' in the letter from the Board contained in this circular

    ''connected person(s)'' has the meaning ascribed to it under the Listing Rules

    ''Consideration'' has the meaning ascribed to it under the section headed ''B. The Agreement - Consideration and basis of determination of Consideration'' in the letter from the Board contained in this circular

    ''Construction'' the construction of the Northwestern Land undertaken by the Contractor pursuant to the Agreement

    ''Construction Fees'' has the meaning ascribed to it under the section headed ''B. The Agreement - Consideration and basis of determination of Consideration'' in the letter from the Board contained in this circular

    ''Contractor'' 中建三局第一建設工程有限責任公司 (China Construction Third

    Bureau First Construction Engineering Co. Ltd.), a company established in the PRC

    ''Director(s)'' the director(s) of the Company

    ''GDH'' has the meaning ascribed to it under the section headed ''3. Interests and short positions of substantial Shareholders'' in Appendix II to this circular

    ''GDI'' has the meaning ascribed to it under the section headed ''3. Interests and short positions of substantial Shareholders'' in Appendix II to this circular

    ''Group'' the Company and its subsidiaries

    ''Guangdong Land Shenzhen''

    粵海置地(深圳)有限公司 (Guangdong Land (Shenzhen)

    Limited), a company established in the PRC and a wholly- owned subsidiary of the Company

    ''Guangdong Holdings'' has the meaning ascribed to it under the section headed ''3. Interests and short positions of substantial Shareholders'' in Appendix II to this circular

    ''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

    ''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

    ''Latest Practicable Date''

    14 June 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion herein

    ''Levies and Taxes'' has the meaning ascribed to it under the section headed ''B. The Agreement - Consideration and basis of determination of Consideration'' in the letter from the Board contained in this circular

    ''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

    ''Management Fees'' has the meaning ascribed to it under the section headed ''B. The Agreement - Consideration and basis of determination of Consideration'' in the letter from the Board contained in this circular

    ''Measure Fees'' has the meaning ascribed to it under the section headed ''B. The Agreement - Consideration and basis of determination of Consideration'' in the letter from the Board contained in this circular

    Guangdong Land Holdings Limited published this content on 16 June 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 16 June 2017 10:45:06 UTC.

    Original documenthttp://www.gdland.com.hk/uploadfile/attachment_file_481_1_1497609529.pdf

    Public permalinkhttp://www.publicnow.com/view/E08053EB072743AECF3912BCA7C06FC1E84734BA