招商局置地拟以净现金约1.15亿元人民币收购佛山依雲房地产余下50%股权，实现全资控股

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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.

CHINA MERCHANTS LAND LIMITED
招商局置地有限公司
(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 978)

VOLUNTARY ANNOUNCEMENT
ACQUISITION OF EQUITY INTERESTS IN TARGET COMPANY
The board (the “Board”) of directors (the “Director(s)”) of China Merchants Land Limited
(the “Company”, together with its subsidiaries, the “Group”) is pleased to announce that, on
16 October 2026, Guangzhou China Merchants Property Co., Ltd.* (廣州招商房地產有限公
司) (“Guangzhou China Merchants”), an indirect wholly-owned subsidiary of the
Company, entered into an equity transfer agreement (the “Equity Transfer Agreement”)
with Wharf Estates (Guangzhou) Limited* (九龍倉置業（廣州）有限公司) (“Wharf
Guangzhou”), a company established in the People’s Republic of China (the “PRC”), and
Foshan Yiyun Real Estate Co., Ltd.* (佛山依雲房地產有限公司) (the “Target Company”),
pursuant to which Wharf Guangzhou agreed to transfer 50% equity interests in the Target
Company (the “Sale Equity”) at a consideration of RMB937,680,000, together with the
creditor’s rights of Wharf Guangzhou against the project companies of the Target Company in
the amount of RMB185,120,000 (the “Wharf Creditor’s Rights”), to Guangzhou China
Merchants, and Guangzhou China Merchants will assume the debts owed by Wharf
Guangzhou to the Target Company in the amount of RMB1,007,910,000 (the “Wharf
Debts”). Upon completion of the acquisition, the Target Company will be an indirect
wholly-owned subsidiary of the Company.
Pursuant to the Equity Transfer Agreement, the transfer consideration will be calculated by
adding the consideration for the Sale Equity in the amount of RMB937,680,000 to the Wharf
Creditor’s Rights in the amount of RMB185,120,000 and subtracting the Wharf Debts in the
amount of RMB1,007,910,000, which will be equal to RMB114,890,000 (the “Transfer
Consideration”) and will be payable by Guangzhou China Merchants to Wharf Guangzhou
in cash. The Transfer Consideration has been determined after arm’s length negotiations
between the parties and with reference to, among other things, the net asset value of the
Target Company as at 31 December 2025, the preliminary valuation on the Sale Equity and
the amounts of the Wharf Creditor’s Rights and the Wharf Debts.
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This announcement is made by the Company on a voluntary basis to keep its
shareholders (the “Shareholders”) and potential investors informed of the latest
business development of the Group.
Shareholders and potential investors of the Company are advised to exercise caution
when dealing in the securities of the Company.
By order of the Board
China Merchants Land Limited
ZHU Wenkai
Chairman
Hong Kong, 16 October 2026
As at the date of this announcement, the Board comprises Mr. ZHU Wenkai, Mr. YU Zhiliang
and Mr. LI Yao as non-executive Directors; Dr. SO Shu Fai, Mr. WONG King Yuen and Ms.
CHEN Yan as executive Directors; and Dr. WONG Wing Kuen, Albert, Ms. CHEN Yanping, Dr.
SHI Xinping and Mr. IP Man Ki Ryan as independent non-executive Directors.
*

For identification purposes only

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