THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 otherwise transferred all your shares in Sino Land Company Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 83)

  1. General Mandates to Buy Back Shares and to Issue Shares
    1. Proposed Re-election of Directors

The notice convening the annual general meeting of Sino Land Company Limited ("Company") to be held at The Pacific Rooms, 9th Floor, Towers Wing, The Royal Pacific Hotel & Towers, 33 Canton Road, Tsim Sha Tsui, Kowloon, at 9:30 a.m. on Thursday, 24th October, 2019 ("Annual General Meeting") is contained in the 2019 Annual Report of the Company. Shareholders are advised to read the notice and to complete and return the form of proxy enclosed with the 2019 Annual Report not less than 48 hours before the time appointed for holding the Annual General Meeting in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or at any adjournment thereof should you so wish.

23rd September, 2019

CONTENTS

Page

Letter from the Chairman

1.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

2.

General Mandate to Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

3.

General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

4.

Directors Proposed to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

5.

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

6.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Appendix I

-

Explanatory Statement on Buy-back of Shares . . . . . . . . . . .

7

Appendix II

-

Procedures for Poll Voting . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

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LETTER FROM THE CHAIRMAN

(Incorporated in Hong Kong with limited liability)

(Stock Code: 83)

Executive Directors:

Registered Office:

Robert NG Chee Siong (Chairman)

12th Floor

Daryl NG Win Kong, JP (Deputy Chairman)

Tsim Sha Tsui Centre

Ringo CHAN Wing Kwong

Salisbury Road

Gordon LEE Ching Keung

Tsim Sha Tsui

Sunny YEUNG Kwong

Kowloon

Velencia LEE

Hong Kong

Non-Executive Director:

Ronald Joseph ARCULLI, GBM, CVO, GBS, OBE, JP

Independent Non-Executive Directors:

Allan ZEMAN, GBM, GBS, JP

Adrian David LI Man-kiu,JP

Steven ONG Kay Eng

WONG Cho Bau, JP

23rd September, 2019

To the shareholders

Dear Sir or Madam,

  1. General Mandates to Buy Back Shares and to Issue Shares
    1. Proposed Re-election of Directors

1. Introduction

At the last annual general meeting of the Company held on 25th October, 2018, general

mandates were given to the Directors to exercise the powers of the Company to buy back shares and to issue shares of the Company. Under the terms of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"), these general mandates will lapse at the conclusion of the forthcoming Annual General Meeting of the Company to be held at The Pacific Rooms, 9th Floor, Towers Wing, The Royal Pacific Hotel

  • Towers, 33 Canton Road, Tsim Sha Tsui, Kowloon, at 9:30 a.m. on Thursday, 24th October, 2019 unless renewed at that meeting.

The purpose of this circular is to provide you with information regarding the proposed general mandates to buy back shares and to issue shares and the re-election of Directors.

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LETTER FROM THE CHAIRMAN

2. General Mandate to Buy Back Shares

An ordinary resolution will be proposed at the Annual General Meeting to approve a general and unconditional mandate to be given to the Directors to exercise the powers of the Company to buy back, at any time until the next annual general meeting of the Company or such earlier period as stated in the ordinary resolution, shares of the Company ("Shares") up to a maximum of 10% of the issued shares of the Company at the date of the resolution ("Share Buy-back Mandate").

An explanatory statement as required under the Listing Rules to provide the requisite information is set out in Appendix I hereto.

3. General Mandate to Issue Shares

It will be proposed at the Annual General Meeting two ordinary resolutions respectively granting to the Directors a general and unconditional mandate to allot, issue and deal with Shares and rights to convert securities into Shares not exceeding 20% of the issued shares of the Company at the date of the resolution until the next annual general meeting of the Company or such earlier period as stated in the ordinary resolution ("Share Issue Mandate") and adding to such general mandate so granted to the Directors any Shares bought back by the Company under the Share Buy-back Mandate.

4. Directors Proposed to be Re-elected

In accordance with Article 97(A) of the Articles of Association of the Company and pursuant to paragraph A.4.2 of Appendix 14 to the Listing Rules, Mr. Daryl NG Win Kong, Mr. Ringo CHAN Wing Kwong and Mr. Gordon LEE Ching Keung will retire by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election. In accordance with Article 88 of the Articles of Association of the Company, Ms. Velencia LEE, who was appointed as an Executive Director on 1st July, 2019, will retire at the Annual General Meeting and, being eligible, offer herself for re-election.

The Nomination Committee has reviewed the structure, size and composition of the Board of Directors and recommended the re-appointment of four retiring Directors, namely Mr. Daryl NG Win Kong, Mr. Ringo CHAN Wing Kwong, Mr. Gordon LEE Ching Keung and Ms. Velencia LEE, who will offer for re-election at the Annual General Meeting.

Under the service contract of each of the Executive Directors, namely Mr. Daryl NG Win Kong, Mr. Ringo CHAN Wing Kwong, Mr. Gordon LEE Ching Keung and Ms. Velencia LEE with the Group, there is no fixed term of office for these Executive Directors but they are subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association.

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LETTER FROM THE CHAIRMAN

The emoluments of the Directors are determined with reference to their duties, responsibilities and performance and the results of the Group and are endorsed by the Remuneration Committee. The directors' fees are fixed by the Board of Directors pursuant to the authority granted by the shareholders at annual general meetings. The amount of emoluments paid or payable for the year ended 30th June, 2019 to each of the Directors who stands for re-election at the Annual General Meeting are set out in Note 12 to the Consolidated Financial Statements on pages 248 and 249 in the Company's 2019 Annual Report.

Other biographical details of the Directors who stand for re-election at the Annual General Meeting, as required by Rule 13.51(2) of the Listing Rules as at 17th September, 2019 (the latest practicable date prior to the printing of this circular) ("Latest Practicable Date"), are set out below to enable the shareholders to make informed decision on their re-election.

Mr. Daryl NG Win Kong, JP, aged 41, an Executive Director since April 2005 and Deputy Chairman of the Group since November 2017, holds a Bachelor of Arts Degree in Economics, a Master Degree of Science in Real Estate Development from Columbia University in New York, an Honorary Doctor of Humane Letters degree from Savannah College of Art and Design and an Honorary University Fellowship from The Open University of Hong Kong. Mr. NG first joined the Company as Executive (Development) in 2003. He is a director of a number of subsidiaries and associated companies of the Company, and an Executive Director and Deputy Chairman of Tsim Sha Tsui Properties Limited and Sino Hotels (Holdings) Limited. He is also a Non-Executive Director of The Bank of East Asia, Limited, which is listed on the Hong Kong Stock Exchange and a Non-independent & Non-executive Director of Yeo Hiap Seng Limited, a company listed on the main board of the Singapore Stock Exchange. He is a member of the Global Leadership Council of Columbia University in the City of New York, a member of the 10th Sichuan Committee of the Chinese People's Political Consultative Conference ("CPPCC"), a member of the 12th and 13th Beijing Municipal Committee of the CPPCC, a member of the 10th and 11th Committees of the All-China Youth Federation and the Deputy Chairman of the Chongqing Youth Federation. He is the Vice Chairman of Hong Kong United Youth Association, a member of the Executive Committee of Hong Kong Sheng Kung Hui Welfare Council Limited, a Council Member of the Hong Kong Committee for UNICEF and a Council Member of The Hong Kong Management Association. Mr. NG's major public service appointments include being a member of the Social Welfare Advisory Committee of the Government of Hong Kong Special Administrative Region ("HKSAR"), a co-opted member of the Community Care Fund Task Force of Commission on Poverty of HKSAR, a member of the Estate Agents Authority of HKSAR, a member of the Council of the University of Hong Kong, a member of the Court of the Hong Kong University of Science and Technology, a member of NUS Medicine International Council at the Yong Loo Lin School of Medicine of National University of Singapore, a member of the Board of M Plus Museum Limited, a Board Member of National Heritage Board, Singapore and a member of Hong Kong Trade Development Council Mainland Business Advisory Committee. He is a Director of The Real Estate Developers Association of Hong Kong and a Director of The Community Chest of Hong Kong. He is the eldest son of the Chairman of the Group Mr. Robert NG Chee Siong and the eldest grandson of the late substantial shareholder Mr. NG Teng Fong.

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Sino Land Co. Ltd. published this content on 23 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2019 00:36:01 UTC