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.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase, or subscribe for any securities of the Company.

MODERN LAND (CHINA) CO., LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1107) PROPOSED BONUS ISSUE OF SHARES

The Board is pleased to announce that it has resolved to recommend the Bonus Issue, being a bonus issue of Shares on the basis of one Bonus Share for every ten existing Shares held by the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date. The Bonus Shares to be allotted and issued will be credited as fully paid by way of capitalisation of an amount equal to the total par value of the Bonus Shares standing to the credit of the share premium account of the Company. Upon issuance, the Bonus Shares will rank pari passu in all respects with the then existing Shares in issue including the entitlement of receiving dividends and other distributions the record date for which falls on or after the date of allotment and issue of the Bonus Shares.

The register of members of the Company will be closed from Wednesday, 13 September 2017 to Monday, 18 September 2017, both days inclusive, during which no transfer of Shares will be registered. In order to attend and vote at the EGM (or any adjournment thereof), all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company for registration not later than 4:30 p.m. on Tuesday, 12 September 2017. The register of members of the Company will be closed from Friday, 22 September 2017 to Tuesday, 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 transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company for registration not later than 4:30 p.m. on Thursday, 21 September 2017.

The EGM will be convened on Monday, 18 September 2017 for the purpose of considering and approving the Bonus Issue. A circular containing, among other things, further details of the Bonus Issue, will be despatched to the Shareholders on or before 30 August 2017.

PROPOSED BONUS ISSUE OF SHARES

Reference is made to the announcement of the Company dated 14 August 2017 relating to the interim results of the Group for the six months ended 30 June 2017. The Board is pleased to announce that it has resolved to recommend the Bonus Issue, being a bonus issue of Shares on the basis of one Bonus Share for every ten existing Shares held by the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date. Particulars of the Bonus Issue are as follows:

Basis of the Bonus Issue

Subject to the conditions as set out under the paragraph headed "Conditions of the Bonus Issue" below, the Bonus Shares will be issued and credited as fully paid at par value on the basis of one Bonus Share for every ten existing Shares held by the Qualifying Shareholders on the Record Date.

Assuming that no further Shares will be issued or repurchased on or before the Record Date, on the basis of 2,504,444,000 existing Shares in issue as at the date of this announcement, it is anticipated that a total of 250,444,400 Bonus Shares would be allotted and issued under the Bonus Issue, representing 10% of the existing issued share capital of the Company as at the date of this announcement. Immediately upon completion of the Bonus Issue, there will be a total of 2,754,888,400 Shares in issue as enlarged by the Bonus Issue.

The Bonus Shares will be credited as fully paid at par by way of capitalisation of an amount of US$2,504,444 standing to the credit of the share premium account of the Company pursuant to the Bonus Issue.

Conditions of the Bonus Issue

The Bonus Issue is conditional upon:

  1. the passing of an ordinary resolution by the Shareholders at the EGM for approving the Bonus Issue;

  2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Bonus Shares; and

  3. compliance with the relevant legal procedures and requirements (if any) under the applicable laws of the Cayman Islands and the articles of association of the Company to effect the Bonus Issue.

Overseas Shareholders

The Company will make enquiry and, if necessary, seek legal advice(s) from overseas counsel(s) on the applicable procedural requirements for extending the Bonus Issue to the Overseas Shareholders. Upon such enquiry, if the Board is of the view that the exclusion of the Overseas Shareholders is necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place, the Bonus Shares will not be issued to those Overseas Shareholders, i.e. the Non-Qualifying Shareholders. In such

circumstances, arrangements will be made 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. Any net proceeds of sale, after deduction of the related expenses, will be distributed in Hong Kong dollar to the Non-Qualifying Shareholders, if any, pro- rata to their respective shareholdings and remittances therefor will be posted to them, at their own risk, unless the amount falling to be distributed to any such persons is less than HK$100.00, in which case it will be retained for the benefit of the Company.

As at the date of this announcement, there were 2 Shareholders whose addresses as shown on the register of members of the Company are in the British Virgin Islands. The Company has made inquiries with legal adviser of such relevant jurisdiction as to whether it is lawful or practicable to offer the Bonus Shares to such Shareholders in such place. According to the preliminary views of the legal adviser, there is no restriction that prevents the issuance of Bonus Shares to such Shareholders.

Notwithstanding the enquiries made by the Company with the said legal adviser, any Shareholder with a registered address outside Hong Kong or otherwise residing outside Hong Kong should consult their professional advisers as to whether they are permitted to receive the Bonus Shares under the Bonus Issue and the taxation consequences of their decision. It is the responsibility of the Shareholders who wish to receive the Bonus Shares under the Bonus Issue to comply with the laws of the relevant jurisdiction(s).

Status of the Bonus Shares and fractional entitlements

The Bonus Shares, upon issuance, will rank pari passu with the then existing Shares in all respects, including the entitlements of receiving dividends and other distributions the record date for which falls on or after the date of allotment and issue of the Bonus Shares.

There will not be any fractional entitlements to the Bonus Shares. Bonus Shares representing fractional entitlement will be aggregated and issued to a nominee to be nominated by the Board. Such Bonus Shares (if any) will be sold and the net proceeds, after deducting the related expenses therefrom, will be retained by the Company for its own benefits.

Listing, dealings and share certificates for the Bonus Shares

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Bonus Shares. No part of the securities of the Company is listed or dealt in, nor is listing or permission to deal in the securities of the Company being or proposed to be sought, on any other stock exchange.

It is expected that share certificates for the Bonus Shares will be posted by ordinary post on or before Monday, 9 October 2017 after all the conditions of the Bonus Issue have been fulfilled at the risk of the Shareholders entitled thereto to their respective addresses shown on the register of members of the Company on the Record Date.

Subject to fulfillment of all conditions of the Bonus Issue have been fulfilled, dealings in the Bonus Shares on the Stock Exchange are expected to commence on Tuesday, 10 October 2017.

Reasons for and benefits of the Bonus Issue

The Bonus Issue is proposed in recognition of the Shareholders' continual supports to the Company. Despite the share price per Share on an ex-entitlement basis should be reduced by the same proportion and the Bonus Issue is not expected to increase their proportionate interests in the Company, the Bonus Issue will increase the number of Shares to be held by the Shareholders which will enable them to enjoy more flexibility in managing their own investment portfolios such as giving them an opportunity to dispose of part of their Shares and realise a cash return. Based on the closing price of HK$1.41 per Share as at the date of this announcement, the theoretical price per Share is HK$1.282 after the Bonus Issue has taken place (without taking into account the effect on the share price due to the interim dividend), and a board lot of 2,000 Shares will theoretically decrease from HK$2,820 as at the date of this announcement to HK$2,564 after the Bonus Issue has taken place (without taking into account the effect on the share price due to the interim dividend). As such, the Bonus Issue will increase the number of Shares to be held by the Shareholders, the price of each Share and the trading price of each board lot will be adjusted downwards, and hence the Bonus Issue may enhance the trading volume and the liquidity of the Shares in the market and help to attract more investors thus broadening the shareholder base of the Company. In addition, the Directors, noting that the Shareholders' proportionate interests in the Company will not be increased by the Bonus Issue, are of the view that the Bonus Issue will allow the Shareholders to participate in the business growth of the Company and be a return to the long-term support of the Shareholders. In addition, the Bonus Issue only involves an insignificant amount of expenses which preserves the working capital of the Group. Therefore, the Board believes that the Bonus Issue, in combination with distribution of cash dividends, will not only enhance the liquidity of the Shares in the market and enlarge the shareholder/ capital base of the Company but also represent an appropriate and balanced way to respond to the support of the Shareholders throughout the years.

Adjustments to outstanding share options

As at the date of this announcement, there were outstanding share options entitling the holders thereof to subscribe for a total of 112,420,000 Shares. Pursuant to the terms of the share option scheme of the Company adopted by the Company pursuant to the written resolutions passed by the Shareholders on 14 June 2013, the Bonus Issue may lead to adjustments to the exercise price and/or the number of the Shares which may fall to be issued upon exercise of the outstanding share options. Other than the outstanding share options, the Company does not have any warrants, options, or other securities exchangeable or convertible into Shares as at the date of this announcement. Further announcement will be made by the Company in respect of such adjustments and their effective date(s) in due course.

CLOSURE OF REGISTER OF MEMBERS OF THE COMPANY

The register of members of the Company will be closed from Wednesday, 13 September 2017 to Monday, 18 September 2017, both days inclusive, during which no transfer of Shares will be registered. In order to attend and vote at the EGM (or any adjournment thereof), all transfers of Shares accompanied by the relevant share certificates must be lodged with Tricor Investor Services Limited, the Hong Kong branch share registrar of the Company, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 12 September 2017. The register of members of the Company will be closed from Friday, 22 September 2017 to Tuesday, 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 transfers of Shares accompanied by the relevant

Modern Land (China) Co. Ltd. published this content on 22 August 2017 and is solely responsible for the information contained herein.
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