Sino Land : Circular on Interim Dividend with Scrip Option for the Year Ending 30 June 2017

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)

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 Sunny YEUNG Kwong

(# Non-Executive Director)

(* Independent Non-Executive Directors)

To the shareholders

Dear Sir or Madam,

Registered Office:

12th Floor

Tsim Sha Tsui Centre Salisbury Road

Tsim Sha Tsui Kowloon

Hong Kong

16th March, 2017

The board of Directors, on 22nd February, 2017, had declared an interim dividend for the year ending 30th June, 2017 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, 13th March, 2017. 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.

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 will be issued on the terms disclosed in this circular to the shareholders of the Company. 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, 2017.

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$13.264, 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 7th March, 2017, 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

13th March, 2017 for which x election for New Shares is made

HK$0.13 HK$13.264

At the time the price of the New Shares was set, the Company had no information that was not publicly available that would have, or would be likely to have, had a material adverse effect on the realisable price of the New Shares if the information was publicly available.

Based on 6,261,014,256 Shares in issue as at the close of business on 13th March, 2017, if no election for the New Shares were received, the total cash dividend payable by the Company would be HK$813,931,853.28. 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 61,363,981 Shares, representing 0.98% of the existing and 0.97% 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, 9th March, 2017 to Monday, 13th March, 2017, both dates inclusive. The last date on which transfers were accepted for registration for participation in the Scheme was Wednesday, 8th March, 2017 at 4:30 p.m.

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.

The enclosed Form of Election also enables shareholders, who choose to receive their interim dividend for the year ending 30th June, 2017 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.

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.

This circular is not a New Zealand disclosure document and has not been registered or filed with or approved by any New Zealand regulatory authority under or in connection with the Financial Markets Conduct Act 2013 (or any other relevant New Zealand law). An offer of New Shares is being made in New Zealand in reliance upon the exclusion for dividend reinvestment plans under clause 10 of Schedule 1 to the Financial Markets Conduct Act 2013. Accordingly, this circular may not contain all the information that a disclosure document is required to contain under New Zealand law. Shareholders may obtain the Company's latest annual report for the year ended 30th June, 2016 and latest interim report for the six months ended 31st December, 2016 at the websites of the Company (www.sino.com) and the Stock Exchange (www.hkexnews.hk). Alternatively, shareholders may make a written request to the Company's Share Registrars, Tricor Standard Limited by post or by email at sinoland83-ecom@hk.tricorglobal.com, and upon receipt of your request in writing, the printed version of the requested Company's annual report for the year ended 30th June, 2016 and/or interim report for the six months ended 31st December, 2016 will be sent to you as soon as possible free of charge. The unaudited financial statements incorporated in the Company's interim report for the six months ended 31st December, 2016 have been reviewed by the Audit Committee and the auditor of the Company, Deloitte Touche Tohmatsu.

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 having registered addresses in the United States of America, Malaysia and the People's Republic of China (excluding Hong Kong) (the "Excluded Shareholders") 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.