1 Stock Code: 0270

Discloseable and Connected Transaction & Company Updates

February 2017

Contents

1. Discloseable and Connected Transaction 3

2. FY2016 Third Quarter Results 17

Discloseable and Connected Transaction

4

On January 19, the Company entered into an agreement to acquire 73.82% of the issued share capital of Guangdong Land Holdings Limited (“GDL”) from GDH Limited (the “Acquisition”)

The Acquisition

— 73.82% interest in GDL – principal asset is the Buxin Project in Shenzhen and Ruyingju Project in Panyu,

Guangzhou

— The Buxin Project is a property development project located in Buxin, Luohu, Shenzhen with planned total site

area of 66,526 sq.m and planned GFA of 432,051 sq.m

— The Ruyingju Project is a residential property development project located in Panyu, Guangzhou, with 917

residential units and 651 parking spaces; 90.2% of total saleable area sold as of September 30, 2016

— Total payment of RMB 3,358 mn (equivalent to HK$3,780 mn) will be settled with RMB839.5 mn (25%) in cash

and RMB2,518.5 mn (75%) in shares issued at HK$10.39 per share to GDH

S U M M A R Y O F A C Q U I S I T I O N

The Acquisition will require Independent Shareholders’ approval; A Circular including the notice convening the EGM will be despatched around Feb 24, 2017

5

T R A N S A C T I O N S T R U C T U R E

Guangdong SASAC

Guangdong Holdings Limited

100%

GDH

100%

56.49%

73.82%

GDI public shareholders

GDL public shareholders

43.51%

26.18%

Guangdong SASAC

Guangdong Holdings Limited

100%

GDI

GDH

Onshore

Offshore 100%

GDL

54.60% 73.82%

GDI public shareholders

GDL public shareholders

45.40% 26.18% Consideration shares / cash

73.82% stake at GDL

1

Onshore

Offshore

GDL

GDI

2

Shareholding structure prior to the proposed transaction Shareholding structure upon completion of the proposed transaction

GDH currently holds 54.60% of GDI and 73.82% of GDL. The proposed transaction will involve the issue of consideration shares and a cash payment to GDH in exchange for the entire 73.82% stake in GDL

Upon completion, GDL will become a subsidiary of GDI and remain an indirect subsidiary of GDH (through its shareholding interest in GDI) and continue to maintain its listing status

6

R E A S O N S F O R A N D B E N E F I T S O F T H E P R O P O S E D A Q U I S I T I O N

Strategic fit with the Company’s long term business development

Strategic fit with the Company’s long term business development • The Company has a long history and proven track record of investing in and developing quality commercial

properties

• Existing property portfolio all strategically located in the core central business districts

• Acquisition in line with Company’s ongoing strategy of its property investment and development segment and will greatly supplement the Group’s existing property portfolio by extending its footprint into Shenzhen

• Acquisition will enable the Company to capture the opportunity in securing a scarce land resource in prime location in Shenzhen with a consideration at a reasonable discount to market valuation

Broadening the geographic exposure of the Group’s property business to Shenzhen

Capture Shenzhen's economic fundamentals and its growing commercial property market • One of the only four Tier 1 cities in China with the 4th largest gross domestic product in the PRC and has

continued to undergo a substantial economic development

• Limited land supply: the city's property market continues to grow at a sustainable rate and demand for high quality commercial properties will likely increase in the foreseeable future

Prime location of Buxin Project for further

strategic growth

Previously the largest plot of industrial land within the Buxin area in Shenzhen • Well-established transportation network

• The development of this area is currently supported by government initiatives

Taking into account the quality of the underlying asset and potential synergies, the proposed acquisition is in the interest of GDI and its shareholders as a whole

7

R E A S O N S F O R A N D B E N E F I T S O F T H E P R O P O S E D A Q U I S I T I O N

Well-established listed platform for

future expansion of the Group

Well-established listed platform

• Valuable asset in a prime location of the PRC

• Strategic acquisition opportunities in order to enhance its long-term profit growth, complementary to its existing business and in line with the interest of the Company and its shareholders as a whole

Consolidation of management

expertise and better deploy of resources for

the property sector

Proven track record in property investment and development in the PRC

• Leverage on GDI’s management expertise in property investment and development as well as enhancing its brand name within the region to facilitate its development of the Buxin Project

• Potential further integration of the resources of GDL with a view to improving the operational quality, optimizing internal allocation of resources

Taking into account the quality of the underlying asset and potential synergies, the proposed acquisition is in the interest of GDI and its shareholders as a whole

Water resources segment has always been a core business segment with strategic focus. GDI will continue to identify business opportunities in and expand the scale of its water business to enhance it’s long-term growth

The Company expects to continue its stable dividend distribution policy following the acquisition

8

E X P A N D I N G T H E G E O G R A P H I C F O O T P R I N T T O S H E N Z H E N

Shenzhen is China’s first special economic zone and one of only four Tier 1 cities in China

RMB

Leading city with strong purchasing power in China

Total GDP ranked No.4 in 2015

Source: Bureau of statistics of China and respective cities.

GDP per capita ranked No.1 in 2015

0 400 800 1200 1600 2000 2400 2800

Hangzhou

Chengdu

Wuhan

Suzhou

Chongqing

Tianjin

Shenzhen

Guangzhou

Beijing

Shanghai

0 40000 80000 120000 160000

National

Chongqing

Chengdu

Shanghai

Wuhan

Beijing

Tianjin

Hangzhou

Suzhou

Guangzhou

Shenzhen

RMB bn RMB

0

20,000

40,000

60,000

2011 2012 2013 2014 2015

Shenzhen per capita disposable income of urban residents National average

Increasing contribution from tertiary industries

% Shenzhen GDP by industries 2005 2015

Primary 0.2% 0.1%

Secondary 53.4% 41.2%

Tertiary 46.4% 58.8%

─ Financial 6.2% 14.5%

─ Real estate 9.0% 9.3%

─ Whole and retail sales 10.5% 11.5%

─ Info tech, info transfer and software 3.4% 6.2%

9

S H E N Z H E N - E S T A B L I S H E D I N F O - T E C H H U B I N C H I N A

Shenzhen has evolved from low-cost production center to a high value-added economy; the city is currently headquarter to global names such as Huawei, Tencent, ZTE, Vanke and SF Express and is home to the Shenzhen Stock Exchange

Source: Bureau of statistics of China and respective cities.

Total GDP historical trend GDP per capita historical trend

0

500

1000

1500

2000

2500

3000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Beijing Shanghai Guangzhou Shenzhen

RMB bn

0

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100000

120000

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2000 2001 2002 2003 2004 2005 2006 2007 20082009 2010 2011 2012 2013 2014 2015

Beijing Shanghai Guangzhou Shenzhen

RMB

10

B O O M I N G P R O P E R T Y M A R K E T I N S H E N Z H E N

Land and property prices in Shenzhen have climbed over the years due to strong demand and limited supply

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Shenzhen New Residential Property Price Beijing New Residential Property Price

Shanghai New Residential Property Price Guangzhou New Residential Property Price

Index

New Residential Property Price Index

Average Secondary Market Selling Price

0

10

20

30

40

50

Residential Office Luohu (commercial) Luohu (residential)

‘000 RMB

Source: Bureau of statistics of China and respective cities, Vigers.

Surging Residential Average Selling Price

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40000

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GFA sold (sq.m.) ASP (RMB/sq.m.)

11

K E Y F I N A N C I A L I N F O R M A T I O N O F G D L G R O U P

Jun 2016 (HK$ mm)

Dec 2015 (HK$ mm)

Total Assets 7,054 5,840

Properties under development 2,762 97

Completed properties held for sale

630 1,290

Cash and cash equivalents 2,562 3,210

Restricted bank balances 996 470

Total Liabilities and Minority Interest

2,545 1,231

Trade payables 1,647 75

Equity attributable to Equity Holders

4,509 4,609

Historical Financial Performance Key Balance Sheet Information

FY 2015 FY 2014

Profit before Tax HK$ 176 mm HK$91 mm

Profit after Tax HK$172 mm HK$82 mm

Source: GDL public information.

12

O V E R V I E W O F T H E B U X I N P R O J E C T

The Buxin Project has a planned total development site area of c. 66,526 sq. m. with a planned gross floor area of c. 432,051 sq. m.

Phase I is expected to be completed in 2021 with pre-sale commencing in 2018, and Phase II is expected to be completed in 2023

Prime location

— Conveniently connected by public transport system, 200m to the Buxin station of the Shenzhen Metro Line 5 and 300m to the Shuibei station of the Shenzhen Metro Line 3

— 15 minutes to the Luohu control point by car

— Well supported by education and medical facilities in nearby area

— Abundant scenery and park resources. Weilingshan, Donghu, Honghu and Cuizhu parks are within 1.5km

The Buxin Project is a multi-module commercial complex with the jewellery products industry as its main theme, in line with Luohu District Government’s functional design for Shuibei – Buxin Area

The Buxin Project land is situated in a prime location, within extended area of Luohu CBD in Shenzhen

Buxin Project Overview Location Map

Buxin Metro Station: 200m

Shuibei Metro Station: 300m

13

D E V E L O P M E N T P L A N O F T H E B U X I N P R O J E C T

Buxin Project comprises of 3 plots of land, the northwestern plot, northern plot and the southern plot with total site area of 66k sq. m. and planned GFA of 432k sq. m.

1 2

3

Northwestern Plot (GFA 116k sq.m.) Commercial apartment (57.6k sq.m.),

for Sale Office (57.7k sq.m.), for Sale Construction begin: 2017 Pre-sale begin: 2018 Construction complete: 2021

Phase I Phase II

Southern Plot (GFA 190k sq.m.) Office (149.8k sq.m.), for Lease Shopping mall (37.5k sq.m.), for

Lease Construction begin: 2018 Construction complete: 2023

Northern Plot (GFA 125k sq.m.) Office (86.7k sq.m.), for Sale Office (38.9k sq.m.), for Lease Construction begin: 2017 Pre-sale begin: 2019 Construction complete: 2021

14

O V E R V I E W O F T H E R U Y I N G J U P R O J E C T

The Ruyingju Project has a site area of c. 38,771 sq. m. with an aggregate GFA of c. 127,597 sq. m.

The sale of properties under the Ruyingju Project is currently the main source of revenue to the GDL

Sales commenced in May 2015 and as at 30 Sep 2016, the accumulated sale contracts signed under the Ruyingju Project represented an aggregate gross floor area of c. 84,900 sq. m., representing c. 90.2% of the total saleable area of the residential units

The Ruyingju Project, located in Panyu, Guangzhou, comprises 917 residential units and 651 parking spaces

Ruyingju Project Overview

15

S U M M A R Y O F K E Y T R A N S A C T I O N T E R M S

Target 73.82% of the issued share capital of GDL (124-HK)

Total Consideration

RMB3,358 million

— RMB839.5 million cash (25% of the total consideration)

— RMB2,518.5 million shares (75% of the total consideration): comprised of 273 mn shares issued at HK$10.39 per share, which represents 4.17% of enlarged issued share capital

Arrived at after arm’s length negotiations between the Company and GDH taking into account, among others:

─ The unaudited consolidated NAV of GDL as at 30 September 2016

─ The valuation of the relevant properties held by the GDL Group compiled by an independent professional valuer

─ Market transactions concerning HK listed property companies

─ Development plan, quality, size of properties of GDL

─ Future prospects of real estate business in Shenzhen

Based on adjusted NAV with reference to property valuation with 28% discount

Key Conditions Precedents

— Approval by Independent Shareholders at EGM

— Approval by HKEx for the listing of and dealing in consideration shares

16

The Acquisition is expected to proceed with the following timetable

E X P E C T E D T I M E T A B L E

January 19 (Thur) — Acquisition Announcement

February 23 (Thur) — Despatch of Circular to Independent Shareholders

March [20] (Mon) — Extraordinary General Meeting – exact date to be set out in Circular

April — Target Acquisition Completion

FY2016 Third Quarter Results

18

O U R B U S I N E S S

Infrastructures Water Resources Property Investment and Development &

Department Stores

Hotel Operations

Guangdong Investment Limited

19

F I N A N C I A L P E R F O R M A N C E S U M M A R Y

7,161 7,736 7,990 8,426 9,172 8,071

3,007 3,414 4,426 4,397 3,905 3,414

0

2,000

4,000

6,000

8,000

10,000

2011 2012 2013 2014 2015 9M16

Revenue

Profit

(HK$ mm)

Dividend (HK$ cents) 1H15: 10

1H16: 12 +20%

Revenue (HK$ mm) 9M15: 6,998

9M16: 8,071 +15.3%

Profit (HK$ mm) 9M15: 3,135

9M16: 3,414 +8.9%

20

Infrastructures

R E V E N U E P E R F O R M A N C E B Y S E G M E N T

Property & Department Stores

Hotel Operations & Management

1H15: HK$1,149 mm

1H16: HK$1,036mm

1H15: HK$3,084 mm

1H16: HK$3,381mm 1H15: HK$231 mm

1H16: HK$728 mm

1H15: HK$325 mm

1H16: HK$297 mm

Water Resources

+HK$297 mm

-HK$113 mm -HK$28 mm

+HK$497 mm

21

S E G M E N T R E S U L T S

64% 22% 1.2% 12%

Water Resources Property Investment and Development &

Department Stores

Hotel Operations & Management

Infrastructures

Operating Profit (excluding interest income, investment income & finance costs)

22

D I V I D E N D G R O W T H T R E N D

18.0 20.0 23.0

28.0 34.0

12.0

20.0%

11.1%

15.0%

21.7% 21.4% 20.0% 24.0%

13.5%

29.6%

-0.7%

-11.4%

2.3%

-15%

-10%

-5%

0%

5%

10%

15%

20%

25%

30%

0

5

10

15

20

25

30

35

40

2011 2012 2013 2014 2015 1H16

Dividend

DividendGrowth Rate

EPS GrowthRate

(HK$ cents)

23

F I N A N C I A L P O S I T I O N

Jun 2016 (HK$ mm) Dec 2015 (HK$ mm)

Total Assets 53,489 54,110

Included: Fixed assets and prepaid land lease 7,202 7,378

Investment properties 12,528 12,327

Operating concession rights & receivables under service concession arrangements 15,125 15,666

Cash and cash equivalents 10,123 9,295

Available-for-sale financial assets 4,899 6,229

Total Liabilities and Minority Interest 21,521 22,638

Included: bank and other borrowings 6,938 7,572

Non-interest bearing receipt in advance 709 709

Non-controlling interests 5,867 5,795

Equity attributable to Equity Holders 31,968 31,472

24

H O N G K O N G W A T E R S U P P L Y A R R A N G E M E N T

Existing Arrangement

2015 – 2017

Volume/Tariff Flexible supply volume based on actual needs

Annual revenue

2015: HK$4.2 bn

2016: HK$4.5 bn

2017: HK$4.8 bn

25

H K W A T E R S U P P L Y R E V E N U E T R E N D

2.5 2.5 2.5 2.5 3.0 3.1 3.3 3.5 3.7 4.0 4.2 4.5 4.8

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

5.0

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

(HK$ bn)

Note*: Subsidy amounted to RMB 652 mm finalized by Guangdong Provincial Government for the period from 2005 to 2008. The subsidy was paid by instalments over four year starting from 2008

26

D O N G J I A N G ( E A S T R I V E R ) W A T E R S U P P L Y C O N C E S S I O N

30-year concession started in 2000 to supply fresh water to Hong Kong, Shenzhen and Dongguan

Designed annual capacity of 2.4 billion tons

Revenue and Profit before Tax for 9M16 amounted to HK$4,505 mm (9M15: HK$4,412 mm) and HK$2,914 mm (9M15: HK$2,735 mm)

0.0

0.5

1.0

1.5

2.0

2.5

2011 2012 2013 2014 2015 9M16

(billion tons) Annual Water Distribution Volume

27

W A T E R G R O U P H K P R O J E C T S

Water Group HK: revenue and profit before tax for 9M16 amounted to HK$614.2 mm (9M15: HK$211.7 mm) and HK$167.6 mm (9M15: HK$60.7 mm)

Successfully bid four new water resources projects in Hainan Province, Zhanjiang, Gaozhou and Fengshun, with total designed water supply capacity of 430,000 tons per day and waste water processing capacity of 90,000 tons per day, and total investment size of approximately RMB1.25 bn

Operational

Project Sewage Treatment (tpd) Water Supply (tpd) Project Sewage Treatment (tpd) Water Supply (tpd)

Wuhua 40,000 – Baoying – 130,000

Jinsheng 70,000 – Gaoyou – 145,000

Daojiao 40,000 – Jianghe – 520,000

Meizhou 100,000 210,000 Yizheng – 150,000

Kaiping 50,000 – Wuzhou 90,000 355,000

Danzhou – 100,000 Zhaoqing – 90,000

Nansha – 400,000 Qingxi – 290,000

Total 390,000 2,390,000

Under Construction

Danzhou 80,000 100,000 Gaozhou – 200,000

Zhanjiang 10,000 70,000 Fengshun – 60,000

28

C A P A C I T Y G R O W T H T R E N D

NA NA 280 390 390 200 200

540

2170 2390

0

500

1,000

1,500

2,000

2,500

3,000

2012 2013 2014 2015 2016

Waste WaterTreatment

Urban WaterSupply

Capacity Growth Trend by Type (‘000 tpd)

29

P R O P E R T Y I N V E S T M E N T & D E V E L O P M E N T

* Including rentals from department store run by the Group ** Excluding revaluation gain and net interest income

966 1,056

1,115 1,180 1,186

864

651 735 748 796 789 614

0

200

400

600

800

1,000

1,200

1,400

2011 2012 2013 2014 2015 9M16

Revenue

Profitbefore Tax

Teem Plaza Performance Trend

HK$ mm

*

**

30

D E P A R T M E N T S T O R E S

649 711

772 784 813

534

280 224 306 312 337

207

0

20

40

60

80

100

120

140

160

180

200

0

100

200

300

400

500

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2011 2012 2013 2014 2015 9M16

Revenue

Profitbefore Tax

LeasedArea

Department Stores Performance Trend

HK$ mm ‘000 m2

31

H O T E L O P E R A T I O N S & M A N A G E M E N T

HOTEL OPERATIONS

Hotel owned or lease owned: 7 hotels

Average room rate and occupancy rate for star-rated hotels

• Sheraton Guangzhou Hotel: HK$1,173 and 86.3% (2015: HK$1,274 and 86.9%)

• Other 4 star-rated hotels: HK$628 and 77.6% (2015: HK$667 and 81.5%)

OVERALL 9M16 RESULTS Revenue: HK$461 mm (-8.2%) Profit before tax: HK$70 mm (-13.5%)

HOTEL MANAGEMENT

Hotel managed: 39 hotels (Sept 30, 2016) (2015: 40 hotels)

32

P O W E R G E N E R A T I O N – Z H O N G S H A N P O W E R P L A N T

(HK$ mm)

449 440 425 400 391

637

56 105 126

149 157

243

0

100

200

300

400

500

600

700

2011 2012 2013 2014 2015 9M16

Revenue

Profit beforeTax

Revenue Trend

33

P O W E R G E N E R A T I O N – J I N G H A I P O W E R P L A N T *

(HK$ mm)

3,640 3,708

8,281 7,635

6,213

3,558

293 498

1,683 1,709 1,577

735

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

2011 2012 2013 2014 2015 9M16

Revenue

Profit beforeTax

Revenue Trend

*The Company’s effective interest in Jinghai Power is 25%.

34

T O L L R O A D

Main Line Branch Line Toll Station

Nanning City

Yulin City

Hengxian

Yunbiao

Xingye

Muge

Guigang

Guigang City

Xingliu Expressway: revenue and profit before tax of Xingliu Expressway for 9M16 amounted to HK$463.7 mm and HK$279.2 mm, average daily traffic flow for 9M16 was 20,250 vehicle trips

Oct 2015: acquired Xingliu Expressway for an aggregate amount of HK$2,588 mm

Part of the G80 Guangzhou-Kunming Expressway that connects Yunnan, Guangxi and Guangdong Provinces

Commenced operation in August 2003 with five toll stations

The main line is 99.6km in length

Three branch line with aggregate length of 52.7km

Operation right of the Xingliu Expressway will expire in September 2032

Xingliu Expressway Overview

35

P P P P R O J E C T

June 2016: GDI announced it has entered into the Cooperation Agreement with Xiegang Government in respect of the Dongguan Yingping public roads PPP project . Budgeted development costs of the PPP project is expected to be within RMB4.754 billion

The Project comprises the construction of A-grade highways, connecting roads and municipal roads and the related ancillary support services such as drainage, greening and lighting

Announced Public-Private-Partnership Project

Investment Rationale

Aligning with national policy to promote PPP Stable and long term financial return ─ Long term investment which delivers steady, low-risk returns for 10+ years ─ Cap on development costs ensures project is NOT subject to cost overrun risk ─ No construction risk as construction work will be completed by contractors

Project Return Project return: 8% of outstanding amount Management Fee: 2.5% of development costs Maintenance Fee: 1.1% of development costs per annum for the maintenance period

of 10 years

36

F I N A N C I A L S U M M A R Y

1H16 (HK$ mm) 1H15 (HK$ mm) Y/Y%

REVENUE 5,320 4,686 13.5%

Gross Profit 3,613 3,295 9.6%

Changes in fair value of investment properties 84 92 -8.7%

Administrative expenses (632) (619) 2.1%

Exchange differences, net (145) 48

PROFIT BEFORE TAX 3,151 3,147 0.1%

Income tax expense (648) (687)

PROFIT FOR THE YEAR 2,503 2,460 1.7%

Attributable to: Owners of the Company Non-controlling interest

2,275 228

2,222 238

EPS ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY

Basic 36.33 HK cents 35.53 HK cents 2.3%

Diluted 36.30 HK cents 35.47 HK cents 2.3%

Gross margin 67.9% 70.3%

Net margin 47.1% 52.5%

37

S U M M A R Y

Review

Achieved stable growth in the Group’s core business segments in the first nine months of 2016

Successfully bid four new water resources projects in Hainan Province, Zhanjiang, Gaozhou and Fengshun respectively, with total designed water supply capacity of 430,000 tons per day and waste water processing capacity of 90,000 tons per day

Keep Focusing

Seek investment opportunities in the areas of water resources management, property investment and infrastructure development

Monitor potential opportunities involving public-private-partnership projects in the water resources and infrastructure sectors

38

L E G A L D I S C L A I M E R

This presentation does not constitute an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation or is unlawful without compliance with any registration, filing or other requirements.

This presentation contains “forward-looking statements” which are statements that refer to expectations and plans for the future and include, without limitation, statements regarding the Company’s future results of operations, financial condition or business prospects as well as other statements based on projections, estimates and assumptions. Words such as "expect," "intend," "plan," "believe," "estimate," "may," "will," "should" and similar expressions are intended to identify such forward-looking statements. These forward-looking statements, which reflect the current expectations and plans of the directors and management of the Company, may not materialize or may change. Many risks, uncertainties and other factors, some of which are unpredictable and beyond the Company’s control, could affect the matters discussed in these forward-looking statements. These factors include, without limitation, economic and business conditions globally and in the countries where we operate, the Company’s ability to predict and respond quickly to market developments, pricing trends and competition; changes in applicable laws and regulations (including applicable tax and tariff rates). Any variance from the expectations or plans on which these forward-looking statements are based could cause the Company’s actual results or actions to differ materially from those expressed or implied in these statements. These statements are not guarantees of future performance and we caution readers not to place undue reliance on these statements. The Company undertakes no obligation to update any forward-looking statements in this presentation, whether as a result of new information or any subsequent change, development or event. All forward-looking statements in this presentation are qualified by reference to this paragraph.

39

THANK YOU