Modern Land china : Notice of Extraordinary General Meeting

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

MODERN LAND (CHINA) CO., LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1107) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of Modern Land (China) Co., Limited (the "Company") will be held at Suites 805-6, Champion Tower, 3 Garden Road, Central, Hong Kong, on Monday, 18 September 2017 at 10:00 a.m. for the following purpose:

1. "THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting the listing of, and permission to deal in, the Bonus Shares (as defined below), each of the following be and is hereby approved:

2. upon the recommendation of the directors of the Company (the "Director(s)"), such amount standing to the credit of the share premium account of the Company be capitalised and the Directors be and are hereby authorised to apply such amount in paying up in full at par of such number of new shares of US$0.01 each in the share capital of the Company (the "Bonus Share(s)") which is equal to one-tenth of the total number of the issued shares of the Company (the "Share(s)") on 26 September 2017 (or such other record date as the Directors may approve) (the "Bonus Issue Record Date"), and the Directors be and are hereby authorised to allot, issue and distribute the Bonus Shares, which shall be credited as fully paid, to the shareholders of the Company (the "Shareholders") whose names appear on the register of members of the Company (the "Register of Members") as at the close of business on the Bonus Issue Record Date, other than those Shareholders (the "Non-Qualifying Shareholders") whose addresses as shown on the Register of Members at the close of business on the Bonus Issue Record Date are in jurisdiction(s) outside Hong Kong and in respect of whom the Directors consider the exclusion from the Bonus Issue (as defined below) to be necessary or expedient in accordance with the Rules Governing the Listing of Securities on the Stock Exchange and the memorandum and articles of association of the Company (if any), on the basis of one (1) Bonus Share for every ten (10) existing Shares then held by them respectively (the "Bonus Issue"), and the Directors be and are hereby authorised to settle, as they consider appropriate, any difficulty in regard to any distribution of the Bonus Shares;

3. the Bonus Shares to be allotted and issued pursuant to this resolution shall, subject to the memorandum and articles of association of the Company, rank pari passu in all respects with the existing Shares in the share capital of the Company as at the date of passing this resolution;

4. the Directors be and are hereby authorised to arrange for the Bonus Shares which would otherwise have been issued to the Non-Qualifying Shareholders, if any, to be sold in the market as soon as practicable after dealings in the Bonus Shares commence, and distribute the net proceeds of sale, after deduction of expenses, in Hong Kong dollar to the Non- Qualifying Shareholders, if any, pro rata to their respective shareholdings and to post to them the remittances therefor at their own risk, unless the amount to be distributed to any such persons is less than HK$100.00, in which case the Directors be and are hereby authorised to retain such amount for the benefit of the Company; and

5. the Directors be and are hereby authorised to do all acts and things as may be necessary and expedient in connection with the issue of the Bonus Shares."

Yours faithfully, By Order of the Board

Modern Land (China) Co., Limited Zhang Peng

President and Executive Director

Hong Kong, 24 August 2017

Notes:

1. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a Shareholder or member of the Company. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited with Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the EGM or any adjourned meeting.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the EGM, whether in person or by proxy, then one of the said persons so present whose name stands first on the Register of Members in respect of such Shares shall alone be entitled to vote in respect thereof.

3. The Register of Members will be closed from 13 September 2017 to 18 September 2017 (both days inclusive), during which period no transfer of Shares can be registered. In order to qualify for attending the EGM, all properly completed share transfer forms, accompanied by the relevant share certificates, must be lodged with Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 12 September 2017.

4. The Register of Members will be closed from 22 September 2017 to 26 September 2017 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for the Bonus Issue, all completed transfer forms accompanied by the relevant share certificates must be lodged with Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 21 September 2017.

As at the date of this announcement, the board of Directors comprises ten Directors, namely executive Directors: Mr. Zhang Lei, Mr. Zhang Peng and Mr. Chen Yin; non-executive Directors: Mr. Fan Qingguo, Mr. Chen Zhiwei and Mr. Chen Anhua; and independent non-executive Directors: Mr. Qin Youguo, Mr. Cui Jian, Mr. Hui Chun Ho, Eric and Mr. Zhong Bin.