Discloseable Transaction - Curtain Wall Work Agreements in relation to the Northern Land under the GDH City Project

The Board is pleased to announce that, upon the conclusion of a contracting tender process for the selection of the contractor for the curtain wall work of the Northern Land, on 4 August 2020, Guangdong Land Shenzhen (a wholly-owned subsidiary of the Company) entered into the Agreements with the Contractor in relation to the curtain wall work of the Northern Land at the Consideration of RMB116,151,539.07 (equivalent to approximately HK$128,957,000), subject to adjustments (if any) as set out below, of which the consideration of the basement and commercial shopping buildings (Contractual Section I) shall be RMB33,761,672.63 (equivalent to approximately HK$37,484,000) and the consideration of the office tower (Contractual Section II) shall be RMB82,389,866.44 (equivalent to approximately HK$91,473,000). More details of the Agreements are set out below.

1. THE AGREEMENTS

A summary of the salient terms of the Agreements is set out below:

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Contractor and its ultimate beneficial owners are not connected persons of the Company and thus they are third parties independent of the Group.

Subject matter

On 4 August 2020, the Contractor was appointed as the contractor for the curtain wall work of the Northern Land (the "Curtain Wall Work"). Pursuant to the Agreements, the scope of the Curtain Wall Work shall include the basement and commercial shopping buildings (Contractual Section I) as well as the office tower (Contractual Section II), inter alia, glass curtain walls, metal plate curtain walls, aluminium alloy doors and windows, window blinds, aluminium alloy grilles, window guard rails and deepening of all construction designs of the Curtain Wall Work, etc.

Consideration and basis of determination of Consideration

The total consideration payable to the Contractor for the Curtain Wall Work shall be

RMB116,151,539.07 (equivalent to approximately HK$128,957,000) (the "Consideration"), of which the consideration of the basement and commercial shopping buildings (Contractual Section I) shall be RMB33,761,672.63 (equivalent to approximately HK$37,484,000) and the consideration of the office tower (Contractual Section II) shall be RMB82,389,866.44 (equivalent to approximately HK$91,473,000). If the volatility of wages and/or the prices of aluminium profiles, aluminium veneer, steel and glass (collectively "Major Materials") exceeds the percentage as stated in the Agreements or there is a change of works and permit after on-site inspections or there is a state policy adjustment to value-added tax rate (if any), etc., the Consideration may be subject to adjustments pursuant to the corresponding mechanism under the Agreements.

2

The consideration of the Curtain Wall Work of each of the basement and commercial shopping buildings (Contractual Section I) and the office tower (Contractual Section II) comprises:

1. the sub-project fees ( 分部分項工程費 ) (the "Sub-projectFees"), including direct construction fees ( 直接工 程費 ), corporate management fees and other relevant fees for the Curtain Wall Work as set out in the paragraph headed
   "Subject matter" above;
2. the measure fees ( 措 施 項 目 費 ) (the "Measure Fees"), including safety and civilisation measure fees (安全文明施工措施費) (the "Safety Measure Fees"), and other measure fees (for example, all fees in relation to the guarantee for work period, technology, security and prevention, as well as quality) (the "Other Measure Fees"); and
3. the levies and taxes (徵費及稅金) (the "Levies and Taxes") payable in relation to the works under the applicable rules and regulations of the PRC.

The Consideration shall be paid by Guangdong Land Shenzhen in cash in the manners set out below:

1. Work Fees
   Sub-project Fees and corresponding Levies and Taxes (collectively "Work Fees") (after deduction of the relevant fees) shall be paid by the following means:
2. 1. where the Contractor respectively provides production scheduling orders (material purchase orders, etc.) of the basement and commercial shopping buildings (Contractual Section I) and the office tower (Contractual Section II), upon review and confirmation by Guangdong Land Shenzhen, Guangdong Land Shenzhen shall respectively pay 10% of the sum of Sub- project Fees, Measure Fees and Levies and Taxes (net of the payment for Safety Measure Fees and provisionally listed amounts (if any)) involved in the works for the relevant Contractual Sections under the Agreements;
   2. where the Contractor lodges application for the work progress fees to the engineers and Guangdong Land Shenzhen at the monthly agreed time under the Agreements, upon review and confirmation of the application for the work progress fees by the engineers and Guangdong Land Shenzhen, Guangdong Land Shenzhen shall pay to the Contractor the work progress fees, which is 70% of the sub-project construction price (representing the sum of the value of the completed installation and the value of the arrived major materials), as well as corresponding Levies and Taxes in respect of the completed works (reviewed and confirmed by Guangdong Land Shenzhen) in that month after deduction of other deductible amounts;
   3. if Guangdong Land Shenzhen confirms in writing that it is necessary to increase or decrease the construction price for on-site permit and change of works, payment or deduction shall be made to the sub-project construction price (and Levies and Taxes) (reviewed and confirmed by Guangdong Land

3

Shenzhen) of the latest subsequent instalment of work progress fees which shall be aggregated up to 80% of the relevant payment; and

1. 1. within the context of relevant Contractual Section under the Agreements, upon eligible inspection of completion and successful transmission of all works, relocation of all equipment, machineries, materials and other articles of the Contractor from the worksite and receipt of the certificate of compliance for works completion and inspection under the seal of the engineers and Guangdong Land Shenzhen for approval and transmission of the complete completion information under the context of relevant Contractual Section to Guangdong Land Shenzhen, Guangdong Land Shenzhen shall pay to the Contractor the work progress fees up to 90% of the construction price in respect of the aggregated completed works (total sum of sub-project construction price, construction price for onsite permit and change of works, as well as corresponding Levies and Taxes) reviewed and confirmed by Guangdong Land Shenzhen after deduction of other deductible amounts;
2. Measure Fees
   Safety Measure Fees shall be paid by the following means:
3. 1. upon signing of the Agreements, Guangdong Land Shenzhen shall pay 50% of the Safety Measure Fees after the proposal on safety and civilisation measures and construction organisational design be assessed and passed by the engineers and Guangdong Land Shenzhen; and
   2. upon delivery of works inspection information for all works within the relevant Contractual Section under the Agreements that passes inspection without occurrence of any safety incident, Guangdong Land Shenzhen shall pay the remaining 50% of the Safety Measure Fees;

Other Measure Fees shall be paid by the following means:

1. Guangdong Land Shenzhen shall pay 8% of the sub-project items' progress fees (excluding Levies and Taxes) confirmed in that month while the accumulated payment amount of the progress fees for Other Measure Fees shall not exceed 80% of total Other Measure Fees; and
2. Guangdong Land Shenzhen shall pay to the Contractor up to 90% of the total Other Measure Fees upon eligible inspection of completion of the works for the relevant Contractual Section under the Agreements, receipt of the certificate of compliance for works completion and inspection approved under the seal of the engineers and Guangdong Land Shenzhen and transmission of the complete information to Guangdong Land Shenzhen;

4

1. Remainder of the Consideration
   Remainder of the Consideration shall be paid by the following means:
2. 1. upon confirmation of eligible inspection of completion of the works for relevant Contractual Section under the Agreements by both parties to the Agreements, the Contractor submits settlement information as required under the relevant provisions of the Agreements. Upon review and issue of written confirmation of the construction price for settlement of completion of the Curtain Wall Work by Guangdong Land Shenzhen, the Contractor shall apply to Guangdong Land Shenzhen for payment for settlement of completion of works while Guangdong Land Shenzhen shall pay to the Contractor up to 97% of the payment for settlement of completion of works (confirmed by Guangdong Land Shenzhen in writing); and
   2. the remaining 3% of the Consideration, being work quality bond, shall be paid to the Contractor after deduction of deductible amounts upon the expiration of the works quality warranty period.

In general, the warranty period for waterproofing works and leak-proofing works for waterproof pools, waterscapes, lavatories/rooms and extremal walls is five years. The warranty period for decoration and renovation works is two years. The warranty periods for other works shall be those as required under the relevant rules and regulations of Shenzhen and the PRC (if the relevant rules and regulations are silent on the warranty period, the warranty period for such works shall be two years).

For each of the payments under Work Fees and Measure Fees above, such payment shall be made within 30 days from receipt of the tax invoice for the relevant payment by Guangdong Land Shenzhen from the Contractor.

The Consideration was determined based on the bidding price offered by the Contractor. Tenders were received from a total of 18 bidders, and the Group has considered the quotations, specialised technological know-hows and experience, equipment quality, construction plan, proposed construction period of all 18 bidders for the determination of the successful bidder, among which the quotation and the bidders' relevant experience in carrying out construction works of comparable scale and complexity were the major factors considered by the Group. After conducting an overall evaluation of the tender proposals, the Group awarded the Curtain Wall Work to the Contractor on the basis that it obtained the most votes from the Group's tender evaluation committee. The Contractor's bidding price is within the mid-range of the bidding prices submitted by the bidders and the Company considers that the Consideration was consistent with the Group's estimation of the Curtain Wall Work's contract value having regard to the market price of the curtain wall works that are of similar scale and nature, in particular, the Group has relied on the results of other open tenders published by the Shenzhen Building and Construction Bureau

(深圳市住房和建設局).

The Consideration is expected to be funded by the internal resources and/or borrowings of the Group (including bank borrowings and/or loan(s) from the Company's holding company group).

5

Adjustment mechanism for the Consideration

The Consideration may be adjusted based on the relevant mechanism under the Agreements:

1. Price fluctuations of wages and/or Major Materials
   According to the requirements of the Agreements, when the price fluctuations (not caused by the Contractor) of wages and/or Major Materials (based on the price quoted in "Shenzhen Construction Works Price Information" (《深圳建設工程價 格 信 息 》 )) exceed ±5%, the Consideration will be subject to corresponding adjustment while the adjusted amounts shall be determined based on the relevant price fluctuations, the relevant works quantity/materials quantity and the applicable tax rate. The above price fluctuation adjustment is not applicable to any permit issued.
2. Value-addedtax rate adjustments according to the PRC government policy
   According to the terms of the Agreements, in the event that there is any adjustment to the applicable value-added tax rate according to the PRC government policy, the adjusted value-added tax rate would be adopted (and reflected in the value-added tax invoices to be issued by the Contractor), and the amount of the adjustment shall be calculated based on the project price under the Agreements and the difference between the then original and the adjusted value-added tax rates at the relevant time.
3. Change of works and permit after on-site inspections
   The Contractor will submit the changed construction price (including detailed budget of works accompanied with changed budgetary breakdown inclusive of complete changed works quantity calculation sheet and comprehensive order price analysis table) to the engineers within 14 days upon receipt of work change instruction, and the engineers forward the same to Guangdong Land Shenzhen upon review and signing of the express opinion. The changed work fees are confirmed upon the approval of the engineers and Guangdong Land Shenzhen.
   The Contractor has the on-site permit originated and submitted to the engineers with permit budget, accompanied with detailed particulars of the permit budget including complete permitted works quantity calculation sheet and comprehensive order price analysis table, and the engineers forward the same to Guangdong Land Shenzhen upon review and signing of the express opinion. Guangdong Land Shenzhen shall review and confirm the permitted work fees pursuant to the agreed terms of the Agreements.

According to the terms of the Agreements, the relevant adjustment shall be made in the following manners:

1. whether there is an identical or similar applicable item in the Agreements shall be first referred to and, if any, such price shall be used as basis of price determination;

6

1. if there is no identical or similar applicable item in the Agreements, such price shall be arrived at on the bases of the comprehensive order price calculated in compliance with the basis or requirements issued by the relevant official department(s) of the PRC such as "Fixed Consumption for Construction Works in Shenzhen (2016)" (《深圳市建築工程消耗量定額 （2016）》), "Fixed Operating Mechanical Capacity per 8-hourShift for Construction Works in Shenzhen (2014)" (《深圳市建設工程施工機械台 班 定 額 （ 2014 ） 》 ), "Consumption Standard for Building Decoration Works in Shenzhen (2003)" ( 《 深 圳 市 建 築 裝 飾 工 程 消 耗 量 標 準 （2003）》), "Consumption Standard for Installation Work in Shenzhen (2003)" (《深圳市安裝工程消耗量標準（2003）》), "Composite Price of Municipal Works in Shenzhen (2002)" ( 《 深 圳 市 市 政 工 程 綜 合 價 格 （ 2002 ） 》 ) and the valuation process be published by Shenzhen Construction Engineering Costs Management Station (深圳市建設工程造價 管理站), which was applicable during that bidding period, and of the price calculation method(s) as agreed under the Agreements. The labour cost, material fee, and mechanical order price shall follow "Shenzhen Construction Works Price Information" ( 《 深 圳建設工程價格信息》 ) issued by the Shenzhen Construction Engineering Costs Management Station ( 深 圳 市 建 設 工 程 造價 管 理 站 ) in current period of month of bidding deadline. If "Shenzhen Construction Works Price Information" (《深圳建設 工程價格信息》) (in current period of month of bidding deadline) has no such materials and equipment order price, such materials and equipment order price shall be jointly negotiated and confirmed among Guangdong Land Shenzhen, the engineers and the Contractor with reference to their market prices; and
2. if the quotation for the works quantity list of the Agreements does not have any identical or similar and related fixed amount item(s) and there is no information available for reference to the benchmarks or regulations issued by the relevant official departments of the PRC, such prices shall be jointly negotiated and confirmed among Guangdong Land Shenzhen, the engineers and the Contractor with reference to their market prices.

The above adjustments (if any) under items (i) and (ii) would be the result of the fluctuation in wages and/or prices of the materials or adjustments of the value-added tax rate due to the PRC government policy (both of such adjustments could be upward or downward), which are not within the control of both parties to the Agreements. The above adjustments (if any) under item (iii) are slight and insignificant changes needed in light of the design and/or actual situation and therefore the Company considers that the relevant adjustments (if any) will not cause the Consideration to be increased significantly.

Other terms

The Agreements have become effective on 4 August 2020.

Under the Agreements, the period of the Curtain Wall Work for Contractual Section I is 215 calendar days and the work is expected to be completed on 24 March 2021; while the period of the Curtain Wall Work for Contractual Section II is 288 calendar days and the work is expected to be completed on 24 July 2021.

7

Guarantee

The Contractor shall give an irrevocable guarantee in favour of Guangdong Land Shenzhen in respect of the performance of the duties under the Agreements by the Contractor for each Contractual Section, up to a maximum amount of 10% of contractual tentative total price (net of the provisionally listed amounts, if any) under the relevant Contractual Section of the Agreements, being RMB3,376,167.26 (equivalent to approximately HK$3,748,000) for the basement and commercial shopping buildings (Contractual Section I) and RMB7,518,986.64 (equivalent to approximately HK$8,348,000) for the office tower (Contractual Section II), for the period from the date of the Agreements to 28 days after passing of inspection of the work completion for the relevant Contractual Section under the Agreements, submission of all work completion information and issue of proof of delivery of the works for the relevant Contractual Section under the Agreements.

1. REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENTS

As disclosed in the circular of the Company dated 22 June 2016, the Group has acquired the GDH City Land in June 2016 with the purpose to develop the GDH City Project, being a multi-functional commercial complex with jewelry as the main theme. Guangdong Land Shenzhen selected the Contractor as the constructor for the Curtain Wall Work through open tender.

Based on the following reasons, the Board (including the independent non-executive Directors) considers that the terms and conditions (including adjustment mechanism for the Consideration) of the Agreements are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole:

1. Guangdong Land Shenzhen employed the Contractor for the provision of services under the Agreements through open tender, being an open and transparent process. Besides, the Company understands that the Contractor has extensive experience in the curtain wall work business in the PRC. The Directors believe that engaging the Contractor to carry out the Curtain Wall Work would allow the Group to successfully leverage on the technical expertise and experience of the Contractor and to ensure that the Curtain Wall Work will be completed up to the standard as required by Guangdong Land Shenzhen, without devoting the manpower and internal resources of the Group to the Curtain Wall Work, thereby minimising the management and operational costs;
2. The Agreements were based on Shenzhen construction project construction contract ( 深 圳 市 建 設 工 程 施 工 合 同 ), a standard form construction contract published by Shenzhen Construction Engineering Costs Management Station (深 圳市建設工程造價管理站). Such standard form construction contract is widely used in construction projects of similar scale in Shenzhen and the payment terms for each part of the Consideration have followed the terms of such standard form construction contract. The payment terms for each part of the Consideration are in line with the market and industry practice for projects with similar scale;
3. As the construction periods as agreed under the Agreements are relatively longer, Guangdong Land Shenzhen and the Contractor could not accurately estimate the

8

fluctuations of wages and prices of the Major Materials of the Curtain Wall Work at the time of entering into the Agreements. Thus, the two-wayadjustment mechanism as mentioned above based on the price quoted in "Shenzhen Construction Works Price Information" (《深圳建設工程價格信息》) is a usual market practice and fair and reasonable to both parties to the Agreements. The adjustment mechanism was formulated with reference to the relevant requirements of "Code of Valuation with Bill Quantity of Construction Works" (《建設工程工 程量清單計價規範》) as promulgated by the Ministry of Housing and Urban- Rural Development of the PRC (中國住房和城鄉建設部);

1. For an adjustment due to a change of value-added tax rate, such adjustment would be due to a change in the relevant PRC government policy. Guangdong Land Shenzhen, as a company incorporated in the PRC, must comply with the relevant laws and regulations. Accordingly, such adjustment event is beyond the control of both parties to the Agreements;
2. If the Contractor was to bear the additional costs in relation to the said fluctuations of wages and/or the prices of Major Materials or changes in the value-added tax rate, Guangdong Land Shenzhen might need to accept higher bidding prices (hence higher costs to the Group) or fewer bidders would participate in the tenders for the Curtain Wall Work; and
3. Variation requests are not uncommon during the course of works. To ensure the flexibility of the Curtain Wall Work, an adjustment mechanism as described in the section entitled "B. THE AGREEMENTS - Adjustment mechanism for the Consideration - (iii) Change of works and permit after on-site inspections" is, in particular, added into the Agreements and while the relevant adjustment mechanism for the Consideration is customary and fair and reasonable to both parties to the Agreements. In addition, since it is necessary for the Curtain Wall Work to obtain an approval of the documents related to work specifications and scale such as construction plan from the relevant governmental authority(ies) of the PRC before implementation, none of such changes of works can be significantly modified and will lead to significant increase in the Consideration.

The possibility of the transactions contemplated under the Agreements being re-classified as transactions of a higher category under Chapter 14 of the Listing Rules as a result of adjustment to the Consideration (if any) is very low. In the event that the transactions contemplated under the Agreements would fall into a higher transaction threshold classification under Chapter 14 of the Listing Rules as a result of an adjustment to the Consideration, the Company would re-comply with the relevant requirements under the Listing Rules.

1. INFORMATION ON THE GROUP AND GUANGDONG LAND SHENZHEN

The Group is principally engaged in property development and investment businesses. Guangdong Land Shenzhen is an indirectly wholly-owned subsidiary of the Company, and is principally engaged in the development of the GDH City Project and holding the land use rights of the Zhuhai Jinwan Project.

9

1. INFORMATION ON THE CONTRACTOR

The Company understands that the Contractor is principally engaged in the businesses related to curtain wall construction works, metal window and door works, renovation and decoration construction work, renovation and decoration construction design and curtain wall construction design and etc. The entire equity interest of the Contractor is held by China State Construction Engineering Corporation Limited (中國建築股份有限公司), a company currently listed on the Shanghai Stock Exchange (Stock Code: 601668.SH) through its wholly-ownedsubsidiary. As stated in the 2019 annual report of China State Construction Engineering Corporation Limited, its controlling shareholder was China State Construction Engineering Group Co., Ltd. ( 中國建 築集 團有限 公司 ), and its ultimate beneficial owner was the State-ownedAssets Supervision and Administration Committee of the State Counsel of the PRC (中國國務院國有資產監督管理委員會).

1. LISTING RULES IMPLICATIONS

Since one of the applicable percentage ratios in respect of the transactions contemplated under the Agreements exceeds 5% but all of them are less than 25%, the transactions contemplated under the Agreements constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

1. DEFINITIONS

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

11

In this announcement, the English names of the PRC entities are translations of their Chinese names, and are included herein for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail.

For the purpose of this announcement, unless otherwise specified, conversion of Renminbi, the lawful currency of the PRC, into Hong Kong dollars, the lawful currency of Hong Kong, is based on the approximate exchange rate of HK$1 to RMB0.9007. No representation is made that any amount in HK$ and RMB could be converted at such rate.

12

By Order of the Board

Guangdong Land Holdings Limited

XU Yeqin

Chairman

Hong Kong, 4 August 2020

As at the date of this announcement, the Board comprises five Executive Directors, namely Mr. XU Yeqin, Mr. LI Yonggang, Mr. WU Mingchang, Ms. ZHU Guang and Mr. ZHANG Jun; and three Independent Non-Executive Directors, namely Mr. Alan Howard SMITH, Mr. Felix FONG Wo and Mr. Vincent Marshall LEE Kwan Ho.

13