Modern Land china : Proposed Bonus Issue of Shares On The Basis of One Bonus Share For Every Ten Existing Shares Held On The Record Date and Notice of Extraordinary General Meeting

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") take no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Modern Land (China) Co., Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. MODERN LAND (CHINA) CO., LIMITED

當代置業（中國）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1107) PROPOSED BONUS ISSUE OF SHARES ON THE BASIS OF ONE BONUS SHARE FOR EVERY TEN EXISTING SHARES HELD ON THE RECORD DATE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company (the "EGM") to be held at Suites 805-6, Champion Tower, 3 Garden Road, Central, Hong Kong on Monday, 18 September 2017 at 10:00 a.m. or any adjournment thereof is set out on pages 11 to 12 of this circular.

A form of proxy for use at the EGM is enclosed with this circular and is also published on the websites of the Company and the Stock Exchange. Whether or not you are able to attend the EGM, please complete the form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

24 August 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Proposed Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

EGM Notice and Proxy Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Articles of Association" the articles of association of the Company "Board" the board of Directors

"Bonus Issue" the proposed issue of the Bonus Shares on the basis of one Bonus Share for every ten Shares held on the Bonus Issue Record Date

"Bonus Issue Record Date" 26 September 2017, being the date for ascertaining the entitlement

of the Shareholders to the Bonus Shares under the Bonus Issue

"Bonus Shares" the new Shares proposed to be issued under the Bonus Issue

"CCASS" the Central Clearing and Settlement System established and operated by HKSCC

"Company" Modern Land (China) Co., Limited (當代置業（中國）有限公司), an exempted company incorporated on 28 June 2006 under the laws of the Cayman Islands with limited liability, whose Shares are listed on the Main Board of the Stock Exchange

"Director(s)" the director(s) of the Company

"EGM" the extraordinary general meeting of the Company to be held at Suites 805-6, Champion Tower, 3 Garden Road, Central, Hong Kong on Monday, 18 September 2017 at 10:00 a.m., or any adjournment thereof to consider and, if thought fit, approve the proposed Bonus Issue

"Group" the Company and its subsidiaries

"HK Share Registrar" Tricor Investor Services Limited, the Company's branch share

registrar in Hong Kong

"HKSCC" Hong Kong Securities Clearing Company Limited

"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Latest Practicable Date" 22 August 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

contained herein

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Non-Qualifying Shareholder(s)" the Overseas Shareholder(s) whom the Board, after making

enquiries, considers it necessary or expedient on account either of legal restrictions under the laws of the relevant place or the requirements of any relevant foreign regulatory body or stock exchange in that place not to extend the Bonus Issue to them

"Overseas Shareholder(s)" the Shareholder(s) whose address(es) as shown on the Register of

Members on the Bonus Issue Record Date is/are outside Hong Kong

"PRC" the People's Republic of China

"Qualifying Shareholder(s)" the Shareholder(s) whose name(s) appear(s) on the Register of

Members on the Bonus Issue Record Date (excluding the Non-

Qualifying Shareholder(s)), who are entitled to the Bonus Issue

"Register of Members" the register of members of the Company

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)" ordinary share(s) with a nominal value of US$0.01 each in the share capital of the Company

"Shareholder(s)" holder(s) of the Shares(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"HK$" Hong Kong dollar, the lawful currency of Hong Kong

"RMB" Renminbi, the lawful currency of the PRC

"US$" United States dollar, the lawful currency of the United States of America

"%" per cent.