Sino Land : Circular on Interim Dividend with Scrip Option for the Year Ending 30 June 2016

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular, you should consult your stockbroker, 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.

Directors:

Robert NG Chee Siong (Chairman)

(Stock Code: 83)

Registered Office:

12th Floor

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

Allan ZEMAN, GBM, GBS, JP*

Adrian David LI Man-kiu, JP*

Steven ONG Kay Eng* WONG Cho Bau, JP*

Daryl NG Win Kong, JP

Ringo CHAN Wing Kwong Alice IP Mo Lin

Gordon LEE Ching Keung

(# Non-Executive Director)

(* Independent Non-Executive Directors)

Tsim Sha Tsui Centre Salisbury Road

Tsim Sha Tsui Kowloon

Hong Kong

18th March, 2016

To the shareholders

Dear Sir or Madam,

Interim Dividend with Scrip Option for the year ending 30th June, 2016

Introduction

The board of Directors, on 24th February, 2016, had declared an interim dividend for the year ending 30th June, 2016 of HK$0.13 per ordinary share of the Company (the "Share") to shareholders whose names appeared on the Register of Members of the Company at the close of business on Monday, 14th March, 2016. Shareholders may exercise their option to receive an allotment of shares credited as fully paid in lieu of cash dividend (the "Scheme"). The purpose of this circular is to set out the procedures and conditions which apply in relation to the Scheme and the action which should be taken by shareholders in relation thereto.

Details of the Scheme

Shareholders have the following choices in respect of the interim dividend:

1. a cash dividend of HK$0.13 per Share; or

   
   

2. an allotment of new ordinary shares of the Company (the "New Shares") credited as fully paid and having an aggregate market value (calculated as described below), save for adjustment for fractions, equal to the total amount of interim dividend which shareholders would otherwise be entitled to receive in cash (New Shares will be allotted by way of capitalisation of profits to shareholders electing to receive New Shares in lieu of cash dividend); or

   
   

3. partly in cash and partly in New Shares.

The New Shares to be issued pursuant to the Scheme will rank pari passu in all respects with the existing issued Shares except that they shall not rank for the interim dividend for the year ending 30th June, 2016.

Basis of Allotment of the New Shares

For the purpose of calculating the number of New Shares to be allotted pursuant to the Scheme, the price of a New Share will be HK$11.624, which is the average value of the closing price of one Share on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") on each of the five consecutive trading days commencing on 8th March, 2016, the first day the Shares traded ex dividend. Accordingly, the number of New Shares which a shareholder electing for New Shares will receive will be calculated as follows:

Number of

New Shares = to be received

Number of Shares held on

14th March, 2016 for which x election for New Shares is made

HK$0.13 HK$11.624

The last day on which shareholders will be entitled to select their desired form of dividends is Thursday, 7th April, 2016. The number of New Shares to be received will be rounded down to the nearest whole number of New Shares. Fractional entitlements to New Shares in respect of alternatives (ii) and (iii) above will not be issued but will be refunded in cash to the respective shareholders concerned.

Based on 6,118,303,082 Shares in issue as at the close of business on 14th March, 2016, if no election for the New Shares were received, the total cash dividend payable by the Company would be HK$795,379,400.66. If all shareholders elected to receive all of their entitlements to the interim dividend in the form of New Shares, the maximum number of New Shares to be issued would be approximately 68,425,619 Shares, representing 1.12% of the existing and 1.11% of the enlarged issued shares of the Company.

For the purpose of determining shareholders who qualify for the interim dividend, the Register of Members was closed from Thursday, 10th March, 2016 to Monday, 14th March, 2016, both dates inclusive. The last date on which transfers were accepted for registration for participation in the Scheme was Wednesday, 9th March, 2016 at 4:30 p.m.

Advantages of the Scheme

The Scheme will give shareholders an opportunity to increase their investment in the Company at market value without incurring brokerage fees, stamp duty and related dealing costs. The Scheme will also be to the advantage of the Company to the extent that such cash which would otherwise be paid to shareholders who elect to receive New Shares, in whole or in part in lieu of cash dividend, will be retained for use as working capital by the Company.

Form of Election

If you elect to receive your interim dividend for the year ending 30th June, 2016 wholly in cash, you do not need to take any action.

If you elect to receive an allotment of New Shares, or partly cash and partly New Shares, you should use the enclosed Form of Election. If you have signed the Form of Election but do not specify the number of Shares in respect of which you are entitled to receive New Shares under the Scheme, or if you elect to receive New Shares in respect of a greater number of Shares than your registered holding on Monday, 14th March, 2016, you will be deemed to have chosen to receive New Shares in respect of all the Shares of which you were then registered as the holder.

The enclosed Form of Election also enables shareholders, who choose to receive their interim dividend for the year ending 30th June, 2016 wholly in the form of New Shares, to receive, until further notice, New Shares in lieu of all future cash dividends in the event that shareholders are given the choice of receiving New Shares or cash in respect of future dividends. If you have earlier made or if you now make such permanent election, then unless and until you cancel such election by written notice to the Share Registrars of the Company, you will receive New Shares in lieu of all future cash dividends for all the Shares for the time being registered in your name, without having to complete any further Forms of Election.

Forms of Election should be completed in accordance with the instructions printed thereon and returned so that they are received by the Share Registrars of the Company, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong (telephone number: 2980 1333), no later than 4:30 p.m. on Thursday, 7th April, 2016. No acknowledgement of receipt of Form of Election will be issued.

Any shareholder who has earlier made a permanent election to receive scrip in respect of all future dividends and now wishes to change his/her existing permanent election for scrip to receive wholly cash or partly cash and partly scrip dividend should cancel such election by written notice to the Share Registrars of the Company and complete and return the enclosed Form of Election.

Overseas Shareholders

This circular will not be registered under any securities legislation of any jurisdiction outside Hong Kong. If you live outside Hong Kong, this circular is only an invitation for you to take up the scrip dividend offer if it could be made where you live without the Company having to meet any legal or registration requirements.

All shareholders resident outside Hong Kong should consult their brokers or other professional advisers as to whether any governmental or other consents are required or other formalities need to be observed to enable them to participate in the Scheme. Any shareholder receiving a copy of this circular and/or a Form of Election outside Hong Kong may not treat the same as an invitation to participate in the Scheme unless such invitation could lawfully be made to him/her without the Company having to comply with any registration or other requirements or formalities in the relevant territory.

All shareholders resident in New Zealand should note that it is a term of the offer of the New Shares under the Scheme to such shareholders that it is made in compliance with the laws of Hong Kong and any code, rules and requirements relating to the offer of the New Shares that apply in Hong Kong.

The Directors have been advised that shareholders with registered addresses in the provinces of Ontario, British Columbia and Alberta may be lawfully offered the option to participate in the Scheme without registration and/or formalities under Canadian securities legislation. However, unless certain conditions are satisfied, securities obtained by way of scrip dividend can only be traded under a prospectus or in accordance with exemptions from prospectus and registration requirements. While shareholders in the provinces of Ontario, British Columbia and Alberta will not be excluded from the Scheme, such shareholders are advised to consult their own professional advisers as to whether it would be beneficial or expedient for them to participate in the Scheme.

The Company has made legal enquiries in the relevant jurisdictions regarding the feasibility of extending the Scheme to shareholders with registered addresses outside Hong Kong. Since local approval or registration or filing or other procedures or formalities would need to be carried out in relation to the Scheme by the Company and/or the shareholders so as to ensure compliance with the relevant securities legislation in the United States of America, Malaysia and the People's Republic of China (excluding Hong Kong), the Directors, after having carefully weighed the time, costs and legal uncertainties involved in ensuring compliance with local legal requirements against the small number of shareholders in these jurisdictions, have decided that it would be expedient to exclude the shareholders (the "Excluded Shareholders") having registered addresses in the United States of America, Malaysia and the People's Republic of China (excluding Hong Kong) from the Scheme. Accordingly, the Forms of Election will not be sent to the Excluded Shareholders. However, this circular will be sent to the Excluded Shareholders for information only.

Notwithstanding the above, any Excluded Shareholder who is able to prove to the satisfaction of the Company that such Excluded Shareholder may legally participate in the Scheme will be entitled to participate in the Scheme. Excluded Shareholders who wish to participate in the Scheme should notify the Company forthwith. Forms of Election will be sent to those shareholders falling within the category of Excluded Shareholders if such shareholders can prove to the satisfaction of the Company that such action will not result in a contravention of any applicable legal or regulatory requirements. In any event, the completed Forms of Election should be returned to the Company's Share Registrars in Hong Kong, Tricor Standard Limited, no later than 4:30 p.m. on Thursday, 7th April, 2016.