China Merchants Land : (1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY, (2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS OF THE COMPANY, (3) PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT, (4) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND (5) NOTICE OF ANNUAL GENERAL MEETING

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 to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in China Merchants Land Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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 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.

CHINA MERCHANTS LAND LIMITED םਠ҅ໄήϞࠢʮ̡

(Incorporated with limited liability in the Cayman Islands)

(Stock Code: 978)

(1) PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES OF THE COMPANY,

(2) PROPOSED RE-ELECTION OF

RETIRING DIRECTORS OF THE COMPANY, (3) PROPOSED PAYMENT OF FINAL DIVIDEND

OUT OF SHARE PREMIUM ACCOUNT,

(4) PROPOSED AMENDMENTS TO

THE MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

(5) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the forthcoming annual general meeting of China Merchants Land Limited to be held at SOHO 2, 6/F, IBIS HONG KONG CENTRAL & SHEUNG WAN HOTEL, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on 26 May 2022 at 10:30 a.m. is set out in Appendix III to this circular. A form of proxy for use at the forthcoming annual general meeting (or any adjournment thereof) is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (ir.cmland.hk).

Whether or not you are able to attend the forthcoming annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the forthcoming annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

26 April 2022

PRECAUTIONARY MEASURES FOR PHYSICAL ATTENDANCE

AT THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic and in line with the Hong Kong Government's directive on social distancing, personal and environmental hygiene, the Company will implement the following precautionary measures at the AGM to ensure the health and safety of the AGM attendees and to prevent the spreading of the COVID-19 pandemic:

• (1) compulsory temperature screening/checks;

• (2) scanning of the "LeaveHomeSafe" venue QR code or registering contact details in written forms;

• (3) wearing of surgical face mask and maintaining a safe distance with other attendees;

• (4) no provision of refreshments, drinks or corporate gifts; and

• (5) limiting the attendance in person at the AGM venue in accordance with the prevailing requirements or guidelines published by the Hong Kong Government and/or regulatory authorities at the time of the AGM. Admission to the AGM venue will not be granted in excess of the capacity of the AGM venue.

To the extent permitted under applicable laws, the Company or the operator of the AGM venue reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the health and safety of the attendees at the AGM.

For the health and safety of AGM attendees, Shareholders are reminded that physical attendance at the AGM is not necessary for the purpose of exercising shareholder rights. They are strongly encouraged to cast their votes by submitting a proxy form appointing the Chairman of the AGM as their proxy as an alternative to attending the AGM in person.

Due to the ever-evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders are advised to check the Company's website for further announcements and updates on the AGM arrangements that may be issued.

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CONTENTS

Definitions ........................................................

Letter from the Board

Page

1

Appendix III

Appendix IIA

• - Explanatory Statement on Share Repurchase Mandate ...

• - Details of the Retiring Directors Proposed to be

  Re-elected at the Annual General Meeting ..........

• - Proposed Amendments to the Memorandum and

  Articles of Association ..........................

• - Notice of Annual General Meeting ..................

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

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date"

18 April 2022, 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, as the same may be amended, modified and supplemented from time to time

"PRC"

the People's Republic of China, which shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Proposed Amendments"

the proposed amendments to the Articles of Association

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as the same may be amended, modified and supplemented from time to time

"Share(s)"

ordinary share(s) in the share capital of the Company, presently with par value of HK$0.01 each, or with such other par value or with no par value as adopted by the Company from time to time

"Shareholder(s)"

holder(s) of Share(s)

"Share Issue Mandate"

a general mandate to the Directors to exercise the power of the Company to offer, allot and issue, grant options over or otherwise dispose of the unissued Shares of up to 20% of the aggregate number of issued Shares as at the date of passing of the ordinary resolution described in paragraph 4.B. (as modified by paragraph 4.C.) of the AGM Notice, subject to adjustment as set out in the ordinary resolution described in paragraph 4.B. of the AGM Notice

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