Instead it will grant the state-owned construction company a 99-year lease on the land next to the port in Colombo, under a new agreement.
"India had a big concern about giving freehold land to China near the Colombo harbour," government spokesman Rajitha Senaratne told reporters.
"We have amended the agreement. There will be no freehold land but it will be on a 99-year lease."
The government had put the project on hold pending a review of all the big-ticket agreements signed under the previous administration of Mahinda Rajapakse.
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The Chinese-funded port was also controversial among environmentalists.
Senaratne said the developers had agreed to drop a proposed Formula One track and increase public park space, and environmental safeguards would be put in place.
The project is being funded by China Communications Construction Company and was launched by Chinese President Xi Jinping in September 2014 during a visit to Colombo.
Beijing has been accused of seeking to develop facilities around the Indian Ocean in a "string of pearls" strategy to counter the rise of rival India and secure its own economic interests.
Colombo would set up an offshore banking centre to compete with Dubai and Singapore, he said.
The reclamation represents the biggest-ever single foreign investment in Sri Lanka. It will add 269 hectares (672 acres) of real estate in the congested capital, which has a population of over 650,000.
Once completed, the Chinese will have 108 hectares (266 acres) on a 99-year lease for commercial development. Earlier, 20 hectares of that was to be on a freehold basis.
Under the agreement, the Sri Lankan government will get 62 hectares (153 acres) and the rest will be public parks and access roads.