Billion Industrial Holdings Limited — Proxy Solicitation & Information Statement 2016

Sep 14, 2016

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

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CHINA MERCHANTS LAND LIMITED 招商局置地有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 978)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “ EGM ”) of China Merchants Land Limited (the “ Company ”) will be held at 37/F, China Merchants Tower, Shun Tak Centre, Nos 168-200 Connaught Road Central, Hong Kong on Tuesday, 11 October 2016 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions. Capitalised terms defined in the circular dated 15 September 2016 issued by the Company (the “ Circular ”) shall have the same meanings when used in this notice unless otherwise specified.

ORDINARY RESOLUTIONS

1. “ THAT :

• (a) The Coming Wealth SP Agreement, a copy of which is marked “A” and signed by the chairman of the meeting for identification purpose and tabled at the meeting, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) any one or more of the Directors be and are hereby authorised to do all such acts and things and execute all such documents for an on behalf of the Company as he/she or they may consider necessary, appropriate, desirable or expedient for the purpose of giving effect to or in connection with paragraph (a) of this resolution and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided in the Coming Wealth SP Agreement) as are, in the opinion of such Director(s), in the interests of the Company and its Shareholders as a whole.

“ THAT :

• (a) The Cheuk Tat SP Agreement, a copy of which is marked “B” and signed by the chairman of the meeting for identification purpose and tabled at the meeting, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

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• (b) any one or more of the Directors be and are hereby authorised to do all such acts and things and execute all such documents for an on behalf of the Company as he/she or they may consider necessary, appropriate, desirable or expedient for the purpose of giving effect to or in connection with paragraph (a) of this resolution and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided in the Cheuk Tat SP Agreement) as are, in the opinion of such Director(s), in the interests of the Company and its Shareholders as a whole.”

On behalf of the Board China Merchants Land Limited Xu Yongjun Chairman

Hong Kong, 15 September 2016

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. To be effective, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. Where there are joint registered holders of any shares, any one of such joint holders may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

4. In order to determine members who are entitled to attend the extraordinary general meeting of the Company to be held on 11 October 2016, the register of members of the Company will be closed from 6 October 2016 to 11 October 2016, both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the extraordinary general meeting of the Company, unregistered holders of Shares should ensure that all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on 5 October 2016.

5. The resolutions at the meeting will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

As at the date of this announcement, the Board comprises Mr. Xu Yongjun, Mr. Huang Junlong, Mr. Yan Chengda and Ms. Liu Ning as non-executive Directors; Dr. So Shu Fai, Mr. Yu Zhiliang and Mr. Wong King Yuen as executive Directors and Dr. Wong Wing Kuen, Albert, Ms. Chen Yanping, Dr. Shi Xinping and Mr. He Qi as independent non-executive Directors.

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